UpHealth, Inc. & Cloudbreak LLC signed a letter of intent to acquire GigCapital2, Inc. (NYSE:GIX) in a reverse merger transaction for approximately $1 billion on September 30, 2020. UpHealth, Inc. & Cloudbreak LLC signed a business combination agreement to acquire GigCapital2, Inc. in a reverse merger transaction on November 20, 2020. The merger consideration shall not exceed 99 million shares of GigCapital2 Common Stock, subject to certain adjustments. Upon closing, the former shareholders of UpHealth, Inc. will own 74.22%% stake in the combined company while the former Cloudbreak equity holders are expected to hold 7.11%, GigCapital2's public stockholders will retain an ownership interest of approximately 12.35% while the PIPE Investors will own approximately 2.36% of the post-combination company. Following the business combination, GigCapital 2 will change its name to “UpHealth, Inc. Upon completion, all of the executive officers of UpHealth and Cloudbreak will remain with the post-combination company. Chirinjeev Kathuria and Avi Katz will serve as co-Chairmen of the Board of Directors of UpHealth, which will include an additional 7 members that includes Raluca Dinu, Mariya Pylypiv, Neil Miotto as Directors and four Independent Directors including Nathan Locke and Agnès Rey-Giraud, Jerome Ringo and Moshe Bar-Siman-Tov. GigCapital2 current Directors will resign from our Board (other than Katz, Raluca Dinu and Neil Miotto). The executive team will be led by Al Gatmaitan (co-Chief Executive Officer), Ramesh Balakrishnan (co-Chief Executive Officer), Syed Sabahat Azim, Managing Director (Chief Executive Officer, International), Martin Beck (Chief Financial Officer), Jamey Edwards (Chief Operations Officer), Jeffery Bray (Chief of Legislative and Regulatory Affairs), Mariya Pylypiv (Chief Strategy Officer) and Azfar Malik (President Behavioral Health).

Cloudbreak may terminate the business combination agreement if the funds in the Trust Account are less than an aggregate amount of $125 million. The transaction is subject to the applicable waiting period(s) under the HSR Act being expired or been terminated, Registration Statement shall have been declared effective, shares of GigCapital2 Common Stock shall be approved for listing on the New York Stock Exchange, GigCapital2 shall have net tangible assets of at least $5,000,001 and shall have an aggregate amount of cash and cash equivalents available from any sources of not less than $150,000,000, regulatory approvals, all members of the Board of Directors of UpHealth and GigCapital2 subsidiaries must have resigned, the Registration Rights, Lock-Up Agreement and the Stockholder Support Agreement have been duly executed, the transactions contemplated by the PIPE subscription agreements must be consummated concurrently with the closing, approval by GigCapital2 stockholders, the approval of UpHealth's stockholders and Cloudbreak's stockholders, GigCapital2 shall have received a written opinion from DLA Piper LLP (US) or another law firm that the merger should qualify as an exchange described in Section 351 of the Code, UpHealth shall have consummated its acquisitions of at least an additional 50% of the outstanding equity interests of Glocal and either of TTC Healthcare, or Innovations Group, the receipt by UpHealth and Cloudbreak of any required third-party approvals and the satisfaction or waiver of other customary closing condition. The Board of Directors of UpHealth and GigCapital2 unanimously approved the transaction. As of January 22, 2021, GigCapital2 has raised approximately $290 million through private placement with certain institutional investors includes an aggregate of 3 million shares of GigCapital2 common stock at $10.00 per share and approximately $260 million of 5-year unsecured convertible notes. A special meeting of stockholders of GigCapital2 will be held at 8:00 a.m., Pacific Time, on Monday, March 8, 2021. As of March 3, 2021, the shareholder meeting of GigCapital2 is postponed to March 10, 2021 to amend and restated certificate of incorporation to extend the date by which GigCapital2 must consummate a business combination from March 10, 2021 to June 10, 2021. GigCapital2 requested the extension to allow more time to complete its business combinations with UpHealth Holdings, Inc. and Cloudbreak Health, LLC. A special meeting of the stockholders of GigCapital2, Inc. will be held on June 4, 2021 to approve the transaction. On June 4, 2021, GigCapital2 shareholder approved the transaction. The business combinations are expected to be completed in first quarter of 2021. The transaction is expected to be completed by March 10, 2021. As of March 10, 2021, GigCapital2 stockholders approved an extension of the date by which it has to consummate a business combination from March 10, 2021 to June 10, 2021. As of June 4, 2021, the transaction is expected to close on June 8, 2021.

Jeffrey Selman and John Maselli of DLA Piper acted as legal advisor for GigCapital2. Kate L. Bechen, Steven W. Laabs, Fang Shen, Remy P. Fesquet and Albert Y. Lin of Husch Blackwell LLP acted as legal advisor, Plante Moran, PLLC acted as auditor and Needham & Company acted as financial advisor for UpHealth. Josh DuClos, David Ni, David Grinberg, Rachel Kleinberg, Meenakshi Datta, Donielle McCutcheon, Corey Perry, Stacy Crosnicker, Jennifer Coplan, James Lowe, Alan Raul, and Eric Kauffman of Sidley Austin LLP serves as legal advisors to Cloudbreak. Nomura Securities International, Inc. acted as financial and Capital Markets advisor, and BPM LLP acted as auditors to GigCapital2. MacKenzie Partners, Inc. is acting as information agent for GigCapital2 and will be paid $9,000. Mark Zimkind of Continental Stock Transfer & Trust Company served as transfer agent to GigCapital2, Inc. The Depository Trust Company served as Depository to GigCapital2. Oppenheimer & Co. Inc. acted as the financial advisor to GigCapital2 in the transaction. BPM LLP acted as the accountant to GigCapital2. Plante & Moran, PLLC serves as auditors to UpHealth.

UpHealth, Inc. & Cloudbreak LLC completed the acquisition of GigCapital2, Inc. (NYSE:GIX) in a reverse merger transaction on June 9, 2021. As part of the closing, combined company will change its name to UpHealth, Inc., and its common stock and warrants will begin trading on the New York Stock Exchange under the new symbols “UPH” and “UPH.WS,” respectively, on June 10, 2021. Each GigCapital2 unit will now separate into its components consisting of one share of common stock, one warrant, and a right for one-twentieth of a share of stock that will also be issued at the closing, and, as a result, both the GigCapital2 units and the GigCapital2 rights will no longer trade as separate securities.