EX-99.1 2 d115268dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

 

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UpHealth Reshaping Healthcare March2021 Current SPAC Ticker:GIX Future NYSE Ticker:UPH


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Disclaimer This presentation(this“Presentation”) is provided for informational purposes only and has been prepared to assist interested parties in making their own evaluation with respect toa potential business combination among UpHealth Holdings, Inc.(“UpHealth”), Cloud break Health, LLC (“Cloudbreak” and, together with UpHealth, eacha “Company” and collectively, the “Companies”) and GigCapital2Inc.(“GigCapital2”)andrelatedtransactions(the“ProposedBusinessCombination”)andfornootherpurpose. No representations or warranties, express or implied are given in, or in respect of, this Presentation. To the fullest extent permitted by law in no circumstances will GigCapital2, UpHealth, Cloudbreak or any of their respective subsidiaries, stockholders, affiliates, representatives, partners, directors, officers, employees, advisers or agents be responsible or liable for any direct, indirect or consequential loss or loss of profit arising from the use of this Presentation, its contents, its omissions, reliance on the information contained within it, or on opinions communicated in relation thereto or otherwise arising in connection therewith. Industry and market data used in this Presentation have been obtained from third-party industry publications and sources as well as from research reports prepared for other purposes. None of GigCapital2, UpHealth or Cloudbreak has independently verified the data obtained from these sources and cannot assure you of the data’s accuracy or completeness. This data is subject to change. In addition, this Presentation does not purport to be all-inclusive or to contain all of the information that may be required to make a full analysis of UpHealth, Cloudbreak or the Proposed Business Combination. Viewers of this Presentation should each make their own evaluation of UpHealth and Cloudbreak and of the relevance and adequacy of the information and should make such other investigations as they deemnecessary. Forward Looking Statements Certain statements included in this Presentation that are not historical facts are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding estimates and forecasts of other financial and performance metrics and projections of market opportunity. These statements are based on various assumptions, whether or not identified in this Presentation, and on the current expectations of UpHealth’s, Cloudbreak’s and GigCapital2’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of UpHealth, Cloudbreak and GigCapital2. These forward-looking statements are subject to a number of risks and uncertainties, including changes in domestic and foreign business, market, financial, political and legal conditions; the inability of the parties to successfully or timely consummate the Proposed Business Combination, including the risk that any required regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company or the expected benefits of the Proposed Business Combination or that the approval of the stockholders of GigCapital2, UpHealth or Cloudbreak is not obtained; failure torealize the anticipated benefits of the Proposed Business Combination; risks relating to the uncertainty of the projected financial information with respect to UpHealth and Cloudbreak; risks related to the rollout of each of UpHealth’s and Cloudbreak’s business and the timing of expected business milestones; the effects of competition on each of UpHealth’s and Cloudbreak’s future business; the amount of redemption requests made by GigCapital2’s stockholders; the ability of GigCapital2 or the combined company to issue equity or equity-linked securities or obtain debt financing in connection with the Proposed Business Combination or in the future, and those factors discussed in GigCapital2’s final prospectus dated June 7, 2019 and Annual Report on Form 10-K for the fiscal year ended December 31, 2019, in each case, under the heading “Risk Factors,”and other documents of Gig Capital 2 filed, or tobe filed, with the Securities and Exchange Commission (“SEC”). If any of the risks mater ializeor our assumptions prove incorrect, actual results coulddiffer materially from the results implied by these forward-looking statements. There may be additional risks that none of GigCapital2, UpHealth or Cloudbreak presently know or that GigCapital2, UpHealth or Cloudbreak currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflectGigCapital2’s,UpHealth’s and Cloudbreak’s expectations, plans or forecasts of future events and views as of the date of this Presentation. GigCapital2, UpHealth and Cloudbreak anticipate that subsequent events and developments will cause GigCapital2’s, UpHealth’s and Cloudbreak’s assessments to change. However, while GigCapital2, UpHealth and Cloudbreak may elect to update these forward-looking statements at some point in the future, GigCapital2, UpHealth and Cloud break specifically disclaimany obligation to doso.Theseforward-lookingstatementsshouldnotberelieduponasrepresentingGigCapital2’s,UpHealth’sandCloudbreak’s assessments as of any date subsequent to the date of this Presentation. Accordingly, undue reliance should not be placed upon the forward-looking statements. Certain market data information in this Presentation is based on the estimates of UpHealth, Cloudbreak and GigCapital2 management. UpHealth, Cloudbreak and GigCapital2 obtained the industry, market and competitive position data used throughout this Presentation from internal estimates and research as well as from industry publications and research, surveys and studies conducted by third parties. UpHealth, Cloudbreak and GigCapital2 believe their estimates to be accurate as of the date of this Presentation. However, this information may prove to be inaccurate because of the method by which UpHealth, Cloudbreak or GigCapital2 obtained some of the data for its estimates or because this information cannot always be verified due to the limits on the availability and reliability of raw data, the voluntary nature of the data gatheringprocess. Use ofProjections This Presentation contains projected financial information with respect to UpHealth and Cloudbreak. Such projected financial information constitutes forward-looking information, and is for illustrative purposes only and should not be relied upon as necessarily being indicative of future results. The assumptions and estimates underlying such financial forecast information are inherently uncertain and are subject to a wide variety of significant business, economic, competitive and other risks and uncertainties. See “Forward-Looking Statements” above. Actual results may differ materially from the results contemplated by the financial forecast information contained in this Presentation, and the inclusion of such information in this Presentation should not be regarded as a representation by any person that the results reflected in such forecasts will beachieved. 2


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Disclaimer Important Information And Where To FindIt In connection with the Proposed Business Combination, GigCapital2 filed a registration statement on Form S-4, on February 8, 2021 including a proxy statement/prospectus (the “Registration Statement”), with the Securities and Exchange Commission (the “SEC”), which includes a preliminary proxy statement to be distributed to holders of GigCapital2’s common stock in connection with GigCapital2’s solicitation of proxies for the vote by GigCapital2’s stockholders with respect to the Proposed Business Combination and other matters as described in the Registration Statement, and a prospectus relating to the offer of the securities to be issued to each of UpHealth’s and Cloudbreak’s stockholders in connection with the Proposed Business Combination. After the Registration Statement has been declared effective, GigCapital2 will mail a definitive proxy statement/prospectus, when available, to its stockholders and UpHealth’s and Cloudbreak’s stockholders. Investors and security holders and other interested parties are urged to read the proxy statement/prospectus, and any amendments thereto and any other documents filed with the SEC as they become available, carefully and in their entirety because they contain important information about GigCapital2, UpHealth, Cloudbreak and the Proposed Business Combination. Investors and security holders may obtain free copies of the preliminary proxy statement/prospectus and definitiveproxy statement/prospectus (when available) and other documents filed with the SEC by GigCapital2 through the website maintained by the SEC at http://www.sec.gov, or by directing a request to: GigCapital2, Inc., 1731 Embarcadero Road, Suite 200, Palo Alto, CA94303. No Offer OrSolicitation This communication does not constitute an offer to sell or a solicitation of an offer to buy, or the solicitation of any vote or approval in any jurisdiction in connection with a proposed potential business combination among UpHealth, Cloudbreak and GigCapital2 or any related transactions, nor shall there be any sale, issuance or transfer of securities in any jurisdiction where, or to any person to whom, such offer,solicitation or sale may be unlawful. Any offering of securities or solicitation of votes regarding the proposed transaction will be made only by means of a proxy statement/prospectus that complies with applicable rules and regulations promulgated under the Securities Act of 1933, as amended (the “Securities Act”) and Securities Exchange Act of 1934, as amended or pursuant to an exemption from the Securities Act or in a transaction not subject to the registration requirements of the SecuritiesAct. Participants In TheSolicitation GigCapital2, UpHealth and Cloudbreak and their respective directors and certain of their respective executive officers and other members of management and employees may be considered participants in the solicitation of proxies with respect to the Proposed Business Combination. Information about the directors and executive officers of GigCapital2 in its Annual Report on Form 10-K, filed with the SEC on March 30, 2020. Additional information regarding the participants in the proxy solicitation and a description of their direct interests, by security holdings or otherwise, will be set forth in the Registration Statement and other relevant materials to be filed with the SEC regarding the Proposed Business Combination. Stockholders, potential investors and other interested persons should read the Registration Statement carefully before making any voting or investment decisions. These documents, when available, can be obtained free of charge from the sources indicated above. Financial Information; Non-GAAP Financial Measures The financial information and data contained in this Presentation are unaudited and do not conform to Regulation S-X. Accordingly, such information and data may not be included in, may be adjusted in or may be presented differently in, the Registration Statement or any other document to be filed by GigCapital2 with the SEC. Some of the financial information and data contained in this Presentation, such as earnings before income taxes, depreciation and amortization (“EBITDA”), have not been prepared in accordance with United States generally accepted accounting principles (“GAAP”). GigCapital2, UpHealth and Cloudbreak believe these non-GAAP measures of financial results provide useful information to management and investors regarding certain financial and business trends relating to UpHealth’s and Cloudbreak’s financial condition and results of operations, respectively. Each of UpHealth’s and Cloudbreak’s management uses these non-GAAP measures for trend analyses and for budgeting and planning purposes.GigCapital2, UpHealth and Cloudbreak believe that the use of these non-GAAP financial measures provides an additional tool for investors to use in evaluating projected operating results and trends in and in comparing each of UpHealth’s and Cloudbreak’s financial measures with other similar companies, many of which present similar non-GAAP financial measures to investors. Each of UpHealth and Cloudbreak is not able to forecast net income on a forward-looking basis without unreasonable efforts due to the high variability and difficulty in predicting certain items that affect GAAP, and there fore has not provided are conciliation for forward-looking EBITDA. Management does not consider these non-GAAP measures in isolation or as an alternative to financial measures determined in accordance with GAAP. The principal limitation of these non-GAAP financial measures is that they exclude significant expenses and income that are required by GAAP to be recorded in UpHealth’s and Cloudbreak’s financial statements, respectively. In addition, they are subject to inherent limitations as they reflect the exercise of judgments by management about which expense and income are excluded or included in determining these non-GAAP financial measures. In order to compensate for these limitations, management presents non-GAAP financial measures in connection with GAAP results. You should review each of UpHealth’s and Cloudbreak’s audited financial statements, which will be included in the Registration Statement. Trademarks And Intellectual Property All trademarks, service marks, and trade names of UpHealth, Cloudbreak or GigCapital2 or their respective affiliates used herein are trademarks, service marks, or registered trade names of UpHealth, Cloudbreak or GigCapital2, respectively, as noted herein. Any other product, company names, or logos mentioned herein are the trademarks and/or intellectual property of their respective owners, and their use is not intended to, and does not imply, a relationship with UpHealth, Cloudbreak or GigCapital2, or an endorsement or sponsorship by or of UpHealth, Cloudbreak or GigCapital2. Solely for convenience, the trademarks, service marks and trade names referred to in this presentation may appear without the ®, TM or SM symbols, but such references are not intended to indicate, in any way, that UpHealth, Cloudbreak or GigCapital2 will not assert, to the fullest extent under applicable law, their rights or the right of the applicable licensor to these trademarks, service marks and tradenames. 3


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UpHealth’s SPAC Sponsor is aProven Innovator with A Unique Approach Executive Chairman and Founding Managing Partner of GigCapital Global and all its entities, includingGigCapital2 Founder, COB, CEO GigOptix /GigPeak (NYSE:GIG) Serial entrepreneur and angelinvestor Dr. AviKatzwith 30+ years of experience in the Executive Chairman technology sector Dr. Raluca Dinu CEO, President& BODMember Board of Directors Member and Founding Managing Partner of GigCapital Global,CEO, President of GigCapital2 Previously General Manager / Vice President at Integrated Device Technology (IDT), which was acquired by Renesas Electronics Corp. COO of GigPeak, led the transfer and integration of the team from GigPeak in to IDT post the acquisition of GigPeak by IDT in2017 NeilMiotto BODMember Board of Directors Member Previously Partner at KPMG, where hespent 27 years before retiring in2006 SEC reviewing partner while atKPMG Served on the Board of Directors of Micrel from 2007 to 2015 and GigPeak from2008 until its sale in2017 GigCapital2, Inc. (NYSE: GIX) is a $174M publicly traded Special Purpose Acquisition Company (“SPAC”) / Private-to-Public-Equity (“PPE”) GigCapital2’s IPO was completed in June2019 Led by a proven management team of experienced entrepreneurs and executives Extensive public company management and board experience Complementary and overlapping networks Deep understanding and proven experience of M&A, strategy and technology Track Record of Successful SPAC/PIPE Transactions DEC ’17NOV‘19 MAY’201stHALF ‘21 IPO (NYSE:GIK) Closed (NYSE:KLR) IPO (NYSE: GIG) IPO (NYSE:GIX) Targeted Close (NYSE: UPH) JUN ’191ST HALF‘21 Targeted Close (NYSE: ZEV) IPO (NASDAQ:GIGGU) FEB ’214 GigCapital Team Experience


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Presenters RameshBalakrishnan Co-Chief ExecutiveOfficer Jamey Edwards Chief ExecutiveOfficer of Cloudbreak(1) MartinBeck Chief FinancialOfficer 5 Notes: (1) Jamey Edwards will be the Chief Operating Officer of UpHealth upon transaction close.


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UpHeal thIs Combining to Form One of the Only Profit able, Global, DigitalHealth Companies Serving the Enterprise Healthcare Marketplace 6


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Investment Highlights UpHealth provides a unique investment opportunity in a rapidly growing sector with significant scale,business visibility, profitability and experienced management Integrated Global Health Platform Addressing Massive Markets withCritical UnmetNeeds Proven Solutions with Significant Contracted GrowthGlobally Bookings Provide Exceptional Visibility into Accelerating Topline Growth &Profitability Opportunities to Drive Significant Additional Growth Both Organically & ViaM&A Executive Team with a Proven Track Record of Building Industry Leaders in Competitive Segments 7


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$117mm Health Systems/ MedicalGroups Health Plans Government Agencies Employer Health Education Notes: The UpHealth financial information presented is unaudited, includes non-GAAP financial measures and reflects the pro-forma combination of the individual business entities UpHealth at aGlance UpHealth’s solutions simplify some of healthcare’s most complex issues through providing easy to use digital health infrastructure powering digital transformation across the carecontinuum Empowering providers, health systems, health plans and government payors to improve outcomes, quality, access and cost of healthcare 67% Revenue CAGR‘21 1,800+ US Healthcare Venues Served by Domestic Telehealth 13k Prescribers 14k+ Video Endpoints Global Operationsin 10+ Nations 50 StateRx Licenses 9mm Lives 2.5mm+ Annual Encounters 2020ERevenue 7% ‘20 Adj. EBITDAMargin 8


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UpHealth has been purposely constructed to support local healthcare in addressing their most pressingchallenges: Care Coordination Addressing Health Disparities (care access &affordability) The Movement to Value Based Care Mental Health Global Telehealth Integrated Care Management Behavioral Health UpHealth is Combining Industry Leaders from4 of Healthcare’s Most Rapidly GrowingSectors...9 Digital Pharmacy


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Delivering One UP Health to Power Digital Health’s Transformation Across the Continuum Integrated Care Global Digital Behavioral Management Telehealth Pharmacy Health BUSINESS DESCRIPTION: BUSINESS DESCRIPTION: BUSINESS DESCRIPTION: BUSINESS DESCRIPTION: BUSINESS DESCRIPTION: Population Health & Resolving Health Digital Primary & Full Service Digital Integrated Behavioral & Chronic Care Management Disparities via Unified Specialty Care in Pharmacy for Compounded Substance Abuse Solutions Telemedicine International Markets & Manufactured Rx’s BUSINESS MODEL: BUSINESS MODEL: BUSINESS MODEL: BUSINESS MODEL: BUSINESS MODEL: Per Member Per Month w/ Multi-Year Recurring Multi-Year Large Scale Cash Pay Fee for Service Multi-Year Contracts Revenue Contracts Contracts w/ Auto Renewals END USERS: END USERS: END USERS: END USERS: END USERS: Payors / Government / Health Systems / Clinics / Government Agencies Physician Offices Commercial Insurers Healthcare Providers Schools / Employers (In and Out of Network), Government Payors REPRESENTATIVE CLIENTS: REPRESENTATIVE CLIENTS: REPRESENTATIVE CLIENTS: REPRESENTATIVE CLIENTS: REPRESENTATIVE CLIENTS: 6mmPatients 1,800 Healthcare Venues 10+Nations& 13,000 Physician BCBS, TriCare, United Lives Covered Across the U.S. Provinces Prescribers Across the U.S. Healthcare, Medicare 10


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...Operating Across Key Major Verticals with Main Roles in Healthcare Delivery... Health Systems/ Medical Groups Health Plans Government Agencies Employer Health Education 11


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...Connecting the Dots to Create Digitally Enabled Care Communities... UpHealth’s carecommunities surround a patient with the resources they need when they need it,combining disparate data sources, unifying communication and aligning unique points on the care continuum into digitally enabled collaborative careteam. DigitalDriven Encounter Health System Care At Work 12 Careat Home


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...To Create Healthcare the Way it is Supposed to Be Integrated & Coordinated Care Teams Proactive, Connected & Data-Driven Personalized &Guided Care Experience Frictionless, Engaging& Easy touse Cumbersome & Complex Single Encounter Inaccessible, Inefficient, Poor Experience Siloed, Episodic Care & Specialty Services Reactive, Fragmented, Disjointed Current State of Healthcare 13


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The OpHportunity


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Healthcare, One of the Largest Economic Markets in the World, IsBroken… Sick VS Preventive Care $4Trillion inCosts(1) (17.7% ofGDP) $ #1Cause of Personal Bankruptcy Overwhelming Complexity Rife withHealth Disparities Patients Providers Payors Pharma 42% 15 NearlyHalf of U.S. Physicians report burnout, costing anestimated $4.6bn in annuallosses (2) Sources: (1) Centers for Medicare and Medicaid Services, Office of the Actuary,2020 (2)Medscape National Physician Burnout & Suicide Report,2020


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…and Is One of the Last Major Verticals to Go Through Digital Transformation… Making owninga carsuper fluous TRANSPORTATION & WAYFINDING FINANCE AUTOMOTIVE RETAIL FITNESS HEALTHCARE Sources: (1) Ibis world, 2019; (2)selectUSA; (3)CMS NHE Fact Sheet, March2020 (4)Markets and Markets Report, Dec2018 (5) Business Wire, Jan 2021 16 When is the lasttime you went to anATM? $1.5 tn2 Driving the electric evolution $2 tn2 Delivering everything you want to your door step $5 tn1 Making the home gym the best gym $10 bn5 Meeting patients where they are, when they need it $4 tn3 Technology & GPS makes getting losta thing of the past $250 bn4


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...With UpHealth Sitting at the Nexus of Multiple Massive &Rapidly Growing Markets at the Beginning of the Adoption Curve... $500B U.S. Drug PrescriptionMarket(3) $1.35T Medicare & MedicaidSpend(4) Digital Pharmacy $100B Additional U.S. Behavioral Health Spend in 2020 and 2021caused byCOVID(2) $61B Global Market in2019(1) IntegratedCare Management Global Telehealth Behavioral Health Sources: (1) Fortune Business Insights; (2) McKinsey &Company; (3) Fierce Healthcare; 4) Centers for Medicare & Medicaid Services(CMS.gov) 17


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…and the Digital Stars Are Aligning to Create the Perfect Conditions for Digital Health Adoption… Decreasing technology costs Covid as a catalyst 81% of the US population has a smartphone(1) Population becoming digitally savvy Sources: (1) Pew Research Center, 2019 (2) US Telecom, The Broadband Association, 2020 18


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…With Care Being Pushed Out Into the Community Away From Traditional Brick and Mortar Settings The “gold standard” in healthcare is no longer the in-person visit, it is the Digitally Driven Encounter. In today’s world, that might be email, audio, video, chat or in-person and could happen on-demand or scheduled, either real-time (synchronously) or time shifted (asynchronously). Fast, efficient and cost effective digitally driven encounters that delivers more meaningful in-person engagements


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…Supported by a Strong Movement to Value Based Care Focused on Quality and Outcomes There is a movement away from Fee For Service (FFS) healthcare where clinicians get paid based on what they do to somebody to value based care where they get paid for how healthy they can keep them in the first place. Whole person care demands better tools & technology, more collaboration, reshaping care across traditional boundaries and partners like UpHealth to support enterprise change management. + = Quality Service Value Cost


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UpHealth will leverage its large installed base, technology, expertise & care communities to reshape healthcare by making the complex simple, the costly cost effective and the inhumane human. For UpHealth, healthcare just got personal.


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Business Overview


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A Proven Leadership Team Proven track record of success in creating industry leaders in Healthcare, Technology, Services & Finance Dr. Chirinjeev Kathuria Dr. Avi Katz AlGatmaitan, DSc, FACHE Dr. Ramesh Balakrishnan Jamey Edwards Martin Beck Co-Chairman & Co-Founder Co-Chairman Co-Chief Executive Officer Co-Chief Executive Officer Chief Operating Officer Chief Financial Officer Mariya Pylypiv, Ph.D. Jeffery Bray Nashina Asaria Syed Sabahat Azim,MD Co-Founder & Chief of Legislative & Chief Product & Chief Executive Officer, Chief Strategy Officer Regulatory Affairs Marketing Officer International Notes: UpHealth Executive Leadership Team upon transaction close.


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...Recognized for Expertise in Building Innovative Industry Leaders… World Economic Forum Becker’s Social Entrepreneur Patrick Soon-Shiong Digital Health Entrepreneur360 Healthcare Hospital Review of the Year Innovation Award Global 100 Top Entrepreneurial Supplier of the Year 260+ telehealth 2020 Journal of mHealth Company (3x) LA Business Journal Companies to Know 2019, 2018 & 2017 HIMSS Top 40 Healthcare E&Y Entrepreneur UCSF Digital Medika Life MedTech Changemaker Transformer of the Year Health Awards #30 on Top 50 Voices 2020: Best Overall 2020 Finalist Best Telemedicine in Healthcare in 2021 MedTech Company Company—Finalist 2019: Best Overall MedTech Software 2018: Best Video Conferencing Solution UNAIDS Health Innovation Exchange Columbus Smart 50 Indian Telemedicine Public Appreciation Award Top 10 Influential 2019 Customer Value 2020 People Leadership Award In digital pharma 2020 2020 24


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…With an Extensive Reach Across Major Health Systems & Payors Globally Academic Specialty Community Payor / Gov’t /Other 25


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...Delivering Value to the 4P’s of Healthcare UpHealth will serve as a single source for services and technologies essential to the delivery of affordable and effective care to all healthcare stakeholders Platform Offerings Value Delivered A full suite of digital health tools A personalized, convenient, connected whole Patients connecting patients to their local person healthcare experience meeting them continuum of care where they are, when they need it A non-competitive digital health partner An entire care eco-system at clinical team’s Providers with industry leading solutions customized fingertips, following patients throughout their to their exact strategy care journey Comprehensive technology backbone Delivering visibility, insights & the ability Payors tying together disparate information to manage care for complex and chronic sources with workflow healthcare populations Full digital pharmacy delivering Rx Easy to use digital pharmacy enabling Pharma manufacturing and compounding to personalized medication regimens, and full all 50 states pharmacist team support to physicians


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UpHealth’s Unified Platform and Ability to Deliver Across the Continuum of Care is What Local Healthcare Wants Our B2B and B2B2C business model that provides game changing technologies and tech enabled services fully integrated with major end users’ workflows and systems


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...Building a Defensible Moat Against Point Solutions in Market for Healthcare’s Platform Driven Future Point Solutions One-off experiences that address specific needs Platform Solution Holistic and integrated end-to-end patient experience


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...Via Delivering a “One Stop Shop” (OneUPHealth) for Digital Health Enablement at the Point of Care    Simplifying: Replacing disparate point solutions with an easy to use platform putting critical resources at clinical teams fingertips    Scaling: Rapidly growing & purely complementary solutions serving local healthcare across the care continuum    Connecting: Building person centric care communities increasing access & resolving disparities


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...Delivered on a Global Scale UpHealth’s platform will be comprised of a global network of patients, providers and payors, addressing complex care challenges in developed and developing markets Global operations in 10+ nations Ability to help US institutions with global strategies as well as provide lower cost sourcing for clinical teams Int’l footprint gives UpHealth lead in rapidly growing emerging markets leapfrogging existing in-person infrastructure to be digital first health systems Current Operations / Agreements Contracts Under Discussion


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UpHealth is Focused on 3 Levels of Integration Post Combination Go-to-Market: Sales operations & enablement coordinating company offerings and allowing us to offer OneUphealth at the point of care. Product Integration: Integrating technology via API’s & Open Platforms to offer integrated solutions and make it easy to add additional services to existing endpoints in the field. Also creating centers of excellence that all verticals can use in AI / Machine Learning, Unified Communications, Data Analytics & Visualizations & Interoperability. Corporate Services: Moving core services like accounting, finance, IT, HR and other functions to corporate level to best coordinate back office activities across the enterprise. 31


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The UpHealth Platform


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UpHealth is Combining to Deliver “OneUPHealth” at the Point of Care Tele-Interpretation Services Tele-PsychiatryCapabilities Powered by Cloudbreak Powered by BHS & Transformations Integrated Full Service ePharmacy Capabilities Specialty Consults Powered by MedQuest Powered byCloudbreak Digitally Driven Integrated Care Primary Care Management Intelligence Powered by Glocal Powered by Thrasys


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Starting with Population Health and Care Coordination Healthcare Funding Sources Public / Government Payor Premiums Payments for Outcomes, Quality & Performance Outpatient& Diagnostics Care Services Clinical Managers Network Physicians syntranet™ Core Platform me and mmunity-Care d Team Community Patients& Families Thrasys organizes the healthcare continuum by linking together disparate systems across industry verticals into a cohesive system aggregating data, coordinating care plans and creating communities of care to support chronic care and population health. Core Features Integrate and organize information across provider, plan, county and other data sources Advanced analytics with predictive models to gain insight into population and individual health Workflow applications coordinate program care teams across in/out-patient, home & community-based settings State of the art architecture with expert system based rules, configurable workflows and scalable microservices 34


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Product Screenshots


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...Adding One of the Largest Telemedicine Installed Bases in the Nation Unified Telemedicine Across the Care Continuum Surrounds patients with their clinical care team on a single multi-party call Any Device, Any Language, Anywhere Interoperable with leading EMR’s and Telemedicine solutions Robust call routing capabilities providing ability to pull together precision care teams across a hospital, health system or nation globally By The Numbers (in 2020) 1.5M+ 100,000+ 14,000+ 1,800+ 250+ Monthly Minutes Encounters Video U.S. Based Languages of Usage per Month Endpoints Healthcare Venues Covered


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Product Screenshots


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...an Innovative and Scalable Primary Care Telehealth Solution in International Markets Redefining the Digital Health Encounter The helloLyf & Litmus Suite of Solutions Digitally driven primary & specialty care encounter combining the best of technology with in-person healthcare Focused on emerging markets leapfrogging traditional care models to create digital first healthcare systems Includes full suite of technology solutions including clinical decision support tools, EMR documentation, point of care testing, remote examination & diagnostics, and an automated medicine dispenser with core formulary By The Numbers (in 2020) 10+ 12 241 346,750 +9mm Nations Hospitals DigitalClinics Avg. AnnualOnline Projected Annual Consultations Encounters in Madhya Pradesh Province of India 38


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...Integrating Digital Pharmacy with Licenses in All 50 States Digital Pharmacy At a Glance A full-service manufacturing & compounding pharmacy Full pharmacist support throughout patient care journey Robust medical education platform Operates a 40,000 square foot facility with the ability to expand another 40,000 square feet at the same location eMedplus system certified by the DEA as EPCS Certified Directly integrated with Testing services with and By The Numbers (in 2020) Product Lines—Manufacturing &—Contract Manufacturing 13,000 50 >95% Compounding RX’s—Lab Services Number of State OrdersShipped—Cosmeceuticals—Testing Prescribers Licenses within 24Hours – Nutritional Supplements 39


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Product Screenshots


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Product Screenshots 41


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...and Tech Enabled Behavioral Health… A Comprehensive Mental Health Offering Evidence based medical and clinical care Holistic treatment & comprehensive suite of services Strong veteran & first responder relationships Specialized programming for individualized patient needs By The Numbers (in 2020) 29 170 PsychMDs Midlevel & AlliedHealth Professionals Services Mental Health, rehabilitation & substance use disorder services across the full continuum of care—Residential, partial hospitalization, intensive outpatient & outpatient Acute and chronic / specialized behavioral health services from low to high acuity Dramatically expanded use of telehealth for medical and clinical services, leveraging the UpHealth platform to increase volumes across its service lines Integrating telehealth and Medication Assisted Treatment (MAT) in intensive outpatient and outpatient services offerings 42


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...to Deliver a Unified, Interoperable Digital Health Platform of Market Leading Solutions Activated with the Simple Push of a Button


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Financial Profile


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UpHealth is a Unique Group of Assets… Strategically Selected Digital Health Capabilities Addressing a Global Market Need. A Unified Platform Streamlining the Delivery of Effective, Affordable Care. NEAR-TERM PROJECTIONS 1. Diversified Revenue Base and Unique Positioning in the Market 77% Profitable with pro forma $117M revenue and $8M EBITDA in 2020 growing to 2021E Domestic Revenue $194M and $24M, respectively, in 2021 – 91% USA / 9% ROW revenue in 2020 74% 2.Significant Growth at Scale within Established US & International Footprint Expanding profitability enables reinvestment into the platform’s growth engines, 2020-2022 Revenue CAGR driving expansion across domestic and international markets 3. Substantial Visibility into Accelerating Growth 69% Signed contracts provide visibility into near-term revenue forecast 2021E Growth Is Contracted 4.Expanding Gross Margin over time as fastest growing segments of UpHealth $24M are higher margin, improving profitability mix relative to current status quo 2021EEBITDA 5.Significant Inherent Operating Leverage Post 2021 as investments made create scale in ‘22 and beyond while synergies offer upside to projections 45


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...with a Combination of Predictable Growth & Profitability Year-over-Year 67% 78% Adj. EBITDA 7% 12% 20% Revenue Growth % Margin % 72% CAGR $346M 190% CAGR $69M $194M $117M $8M $24M 2020PF 2021E 2022E 2020PF 2021E (1) 2022E(1) 2020PF 24% 28% Integrated Care Management 35% 2020PF Revenue By Global Telehealth 45% EBITDA By Business Line Digital Pharmacy Business Line 33% 15% Behavioral Health 20% Notes: The UpHealth financial information presented is unaudited, includes non-GAAP financial measures and reflects the pro-forma combination of the individual business entities. (PF) Proforma combined amounts Based on results of individual companies for 2020. All component entities not owned at December 31, 2020. 46 (1) Subject to adjustments for public company costs.


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...with Diversified Growth Engines By Business $9M $9M $ 194M Unit $46M $13M $117M 2020PF Global Integrated Care Digital Behavioral 2021E Telehealth Management Pharmacy Health By Growth $17M $ 194M Category $36M $19M $6M $117M 2020PF Contracted Services Contracted Volume Product Additional 2021E & Implementation Based Revenue Expansion Organic Growth Integrated Care Management Global Telehealth Digital Pharmacy Behavioral Health Notes: The UpHealth financial information presented is unaudited, includes non-GAAP financial measures and reflects the pro-forma combination of the individual business entities. 47


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Valuation


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UpHealth Compares Favorably to Public Peers on Growth and Margins (1) 2021E Peer Revenue Group Growth(2) 81.3% Mean 69.3% 47.0% 37.8% 35.2% 30.7% 30.1% 30.0% 42.3% 20.4% 11.0% 2021E 31.6% EBITDA Margin(2) 12.4% 12.4% 7.7% 6.3% 6.3% 2.4% 4.8% 3.9% 11.6% 16.2% Notes: Sources: Company filings, Bloomberg estimates as of market close on February 8, 2021 43.4% (1) Forecasts based on company estimates in S-4 filings (2) The UpHealth financial information presented is unaudited, includes non-GAAP financials measures and reflects the pro-forma combination of the individual business entities. 49


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…is Being Priced at a Discount Initially… 2021E Peer Revenue 19.3x Group Multiple(1) Mean 16.0x 14.6x 12.7x 11.9x 11.1x 11.8x 9.5x 8.9x 7.5x 7.1x 6.4x UpHealth discount 63% 56% 52% 45% 41% 37% 26% 21% 6% (10%) 40.1% to peers Notes: Sources: Company filings, Bloomberg estimates and values as of market close on March 23, 2021 (1) The UpHealth financial information presented is unaudited, includes non-GAAP financials measures and reflects the pro-forma combination of the individual business entities.


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…With Enormous Potential to Trade Up in the Near Term Enterprise Value $31.7B Mean EV / ‘21E Revenue: 11.8x $14.7B $14.5B $12.2B ~1.7x $5.7B $3.9B $2.6B $2.2B $2.3B $0.6B $0.5B $1.4B Peer Group EV / Revenue Enterprise Value Mean Valuations: Now vs. IPO(1) ~1.5x 11.8x ~2.7x $8.9B 8.0x $3.2B At IPO Current At IPO Current Notes: Sources: Company filings, Bloomberg and FactSet estimates and values as of market close on March 23, 2021 (1) EV / Revenue calculated using forward looking revenue (fiscal year ended after IPO and ’21E Revenues)


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The Transaction


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UpHealth is a Leading Digital Health Company with a Strong Balance Sheet, Positioned for Significant & Stable Growth Estimated Transaction Sources & Uses ($ in millions) SOURCES(1) GigCapital2 Cash in Trust $149.6 PIPE Investment Proceeds $30.0 Convertible Note $255.0 Seller Rollover Equity $1,100.0 Total Sources $1,534.6 USES Cash Consideration to UpHealth Shareholders $86.2 Repayment of Debt $67.6 Cash to Pro Forma Balance Sheet $237.8 Seller Rollover Equity $1,100.0 Assumed Transaction Expenses $43.0 Total Uses $1,534.6 Notes: Projections use UpHealth estimates; assumes no redemptions; assumes $10 per share at closing (1) The amounts from the various sources of cash may change based on the amount of SPAC public stockholder redemptions prior to Closing. (2) Net debt is calculated as the difference between estimated cash at the time of closing of $237.8M and the Convertible Notes balance of $255M (3) 5-year unsecured $255M Convertible Notes bearing a coupon rate of 6.25% and conversion price of $11.50. GigCapital2 may force conversion of the Notes after 1 year if the last reported sale price of the Common Stock exceeds 130% of the conversion price for at least 20 trading days during the period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter, and the 30-day average daily trading volume of the Common Stock ending on, and including, the last trading day of the applicable exercise period is greater than or equal to $2,000,000. Pro Forma Enterprise Valuation at Close ($ in millions) PF TRANSACTION Total Equity Value $1,356.2 (+) Assumed Pro Forma Net Debt(2) $17.2 Pro Forma Enterprise Value $1,373.4 2021E Revenue $194.4 2021E EBITDA $24.1 Pro Forma 2021E EV / Revenue 7.1x Pro Forma 2021E EV /EBITDA 57.0x Illustrative Post-Transaction Ownership Breakdown 13% 2% UpHealth &Cloudbreak 4% GigCapital2 Sponsors PIPE Investors 83.0% GigCapital2 Public Investors 53


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UpHealth Is Combining to Form One of the Only Profitable, Global, Digital Health Companies Serving the Enterprise Healthcare Marketplace 54


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Thank You VISIT OUR WEBSITES: GigCapital2 UpHealth, Inc. www.gigcapital2.com www.uphealthinc.com FOR GIGCAPITAL2 INFORMATION, CONTACT: Brian Ruby, ICR ir@gigcapital2.com FOR UPHEALTH & CLOUDBREAK INFORMATION, CONTACT: Investor Relations: Reed Anderson reed.anderson@icrinc.com Media: Phil Denning phil.denning@icrinc.com