CONCERNED STOCKHOLDERS ISSUE STOP, LOOK AND LISTEN LETTER TO UPHEALTH, INC. STOCKHOLDERS

News provided by

Jun 10, 2022, 10:21 ET

UpHealth, Inc. Stockholders urged to look for the BLUE Proxy Card for the 2022 Annual Meeting of Stockholders

HOLLADAY, Utah , June 10, 2022 /PRNewswire/ -- Jeffery R. Bray, Dr. Mariya Pylypiv, Syed Sabahat Azim, Richa Sana Azim, Dr. Azfar Malik, Alfonso Gatmaitan, Dr. Chirinjeev Kathuria and other stockholders (collectively, the "UpHealth Concerned Stockholders") announced today that they issued an open letter urging stockholders of UpHealth, Inc. (NYSE: UPH) (the "Company") to STOP, LOOK and LISTEN before taking any action in response to the Company's solicitation of proxies for the 2022 Annual Meeting of Stockholders set for 9:00 a.m. Pacific Time, on Tuesday, June 28, 2022 (the "Annual Meeting"). The complete text of the letter to stockholders is available at https://www.sec.gov/Archives/edgar/data/0001930960/000119312522169689/d365467ddfan14a.htm.

The UpHealth Concerned Stockholders strongly urge stockholders NOT to return the white proxy card or voting instruction form from the Company and NOT to allow the Company to take their vote over the telephone or by internet, but to wait until they receive and review the UpHealth Concerned Stockholders' definitive proxy materials and BLUE proxy card, which will be sent to UpHealth stockholders soon, before voting. If UpHealth stockholders have already voted the Company's white proxy card or voting instruction form or had their vote taken by the Company over the telephone or by internet, a later-dated BLUE proxy card will revoke their previously cast vote.

When the UpHealth Concerned Stockholders' proxy solicitation materials are available, they will be seeking the vote of UpHealth stockholders because they believe that the Company needs to act now in order to restore stockholder value and do not believe that the Board, as currently constituted, and as currently proposed by the Board to be constituted following the Annual Meeting, is in the best position to achieve that objective. The Board has proposed a slate of three existing directors, adding no new viewpoints or expertise.

The UpHealth Concerned Stockholders intend to solicit proxies from UpHealth stockholders to (i) permit them to withhold the voting of their shares at the Annual Meeting to prevent the Annual Meeting from being held until a Special Meeting of Stockholders can be held to amend the Bylaws to allow them to nominate a slate of three highly qualified independent directors and (ii) then vote those shares to elect those director nominees who the UpHealth Concerned Stockholders believe will help to enhance the value of the Company and better align the Board with the objectives of its stockholders.

For questions or assistance, please contact Okapi Partners, the UpHealth Concerned Stockholders' proxy advisor, at the phone numbers or email listed below:

OKAPI PARTNERS LLC

1212 Avenue of the Americas, 24th Floor
New York, NY 10036
(212) 297-0720
Shareholders Call Toll-Free at: (888) 785-6707
E-mail: [email protected]

Please watch for additional information from the UpHealth Concerned Stockholders at
https://www.okapivote.com/uphealthconcernedstockholders

CERTAIN INFORMATION CONCERNING THE UPHEALTH CONCERNED STOCKHOLDERS

The UpHealth Concerned Stockholders intend to file a definitive proxy statement and an accompanying BLUE proxy card with the Securities and Exchange Commission (the "SEC") to be used to solicit votes for the election of its nominees at the 2022 Annual Meeting of Stockholders of UpHealth, Inc.

THE Uphealth Concerned Stockholders STRONGLY ADVISE ALL STOCKHOLDERS OF THE COMPANY TO READ THEIR PROXY STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC'S WEB SITE AT WWW.SEC.GOV. IN ADDITION, THE Uphealth Concerned Stockholders WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE Uphealth Concerned Stockholders' PROXY SOLICITOR, OKAPI PARTNERS, AT ITS TOLL-FREE NUMBER: (888) 785-6707 OR AT [email protected].

The participants in the UpHealth Concerned Stockholders' proxy solicitation and the number of shares of common stock of the Company beneficially owned by them is as follows: Jeffery R. Bray (72,437,807 shares beneficially owned, including 4,088,170 shares owned directly, 951,008 shares beneficially owned as custodian and 72,437,807 shares beneficially owned as a result of an irrevocable proxy granted to him under the Voting Agreement), Jeffery R. Bray, as custodian of the Samantha Josephine Bray UTMA (475,504 shares beneficially owned), Jeffery R. Bray as custodian of the Anais Alexandra Bray UTMA (475,504 shares beneficially owned), Alexandra Bray (475,504 shares beneficially owned), John Parsons, Trustee of The Anais Bray Protective Irrevocable Trust, The Bray Descendants Trust and The Samantha Bray Protective Irrevocable Trust (6,478,997 shares beneficially owned as trustee), The Anais Bray Protective Irrevocable Trust (2,699,582 shares beneficially owned), The Bray Descendants Trust (1,079,833 shares beneficially owned), The Samantha Bray Irrevocable Trust (2,699,582 shares beneficially owned), Jacque Butler (1,403,804 shares beneficially owned), Chirinjeev Kathuria (43,182,294 shares beneficially owned), Mariya Pylypiv (7,595,270 shares beneficially owned), Alfonso Gatmaitan (1,183,460 shares beneficially owned), Azfar Malik, M.D. (962,458 shares beneficially owned through AM Physicians LLC), AM Physicians LLC (962,458 shares beneficially owned) Syed Sabahat Azim (6,116,842 shares beneficially owned), Richa Sana Azim (6,116,842 shares beneficially owned), Kimberlite Social Infra Private Limited (684,981 shares beneficially owned), and Eligere Limited Liability Company (6,116,842 shares beneficially owned).