Healthcare of any Transaction (as defined in the MSA), Rewi was also paid an advisory fee of 3.50% of the Aggregate Gross Consideration (as defined in the MSA). Management fee expenses incurred
were $166,667 and $200,000 for the years ended December 31, 2021 and December 31, 2020, respectively. There were no unpaid management fees as of December 31, 2021 and there were unpaid management fees of $183,333 as of
December 31, 2020.
Indebtedness
On
December 2, 2016, Glocal Healthcare Systems Private Limited (Glocal), an India company and a subsidiary of UpHealth Holdings, and Kimberlite Social Infra Private Limited (Kimberlite) entered into a Loan
Agreement (the Glocal Loan Agreement) for an up to INR 15,00,00,000 unsecured loan for business purposes. Dr. Syed Sabahat Azim, the former Chief Executive Officer and current member of the board of directors of Glocal, is a
shareholder of Kimberlite (44% ownership interest), and Dr. Azim and his wife are the sole directors of Kimberlite. Kimberlite is also a shareholder of Glocal with a 0.18% ownership interest. The loan is repayable upon demand. Pursuant to the
terms of the Glocal Loan Agreement, the interest rate may be mutually decided by the parties on or before the repayment of the loan. On July 15, 2021, a payment was made in the amount of INR 42,807,466, which included an overpayment of INR
1,375,927 that is being repaid, principal of INR 26,739,894, and interest of INR 14,691,645. With this payment, the loan has been paid in full.
Registration Rights and Lock-Up Agreements
In connection with and prior to the closing of the UpHealth Business Combination (as defined in the Annual Report on Form
10-K), certain former UpHealth stockholders, including Dr. Chirinjeev Kathuria, Dr. Mariya Pylypiv, Dr. Ramesh Balakrishnan, Dr. Syed Sabahat Azim and affiliates of Martin S. A. Beck (the
UpHealth Holders) entered into the UpHealth Registration Rights and Lock-Up Agreement. Pursuant to the terms of the UpHealth Registration Rights and Lock-Up Agreement, subject to certain
requirements and customary conditions, including with regard to the number of demand rights that may be exercised, the UpHealth Holders may demand at any time or from time to time, that the Company file a registration statement on Form S-1 or Form S-3 to register certain shares of the Companys Common Stock held by such UpHealth Holders or to conduct an underwritten offering. The UpHealth Registration
Rights and Lock-Up Agreement also provides the UpHealth Holders with piggy-back registration rights, subject to certain requirements and customary conditions.
In connection with and prior to the closing of the Cloudbreak Business Combination (as defined in the Annual Report on Form
10-K), certain existing equityholders of Cloudbreak, a wholly owned subsidiary of UpHealth (such equityholders, the Cloudbreak Holders), including MARTTI in the USA, LLC, which is affiliated
with Nathan Locke, entered into the Cloudbreak Registration Rights and Lock-Up Agreement. Pursuant to the terms of the Cloudbreak Registration Rights and Lock Up Agreement, the Company is obligated to file a
registration statement to register the resale of certain shares of the Company Common Stock held by the Cloudbreak Holders. In addition, pursuant to the terms of the Cloudbreak Registration Rights and Lock-Up
Agreement, and subject to certain requirements and customary conditions, including with regard to the number of demand rights that may be exercised, the Cloudbreak Holders may demand at any time or from time to time, that the Company conduct an
underwritten offering with respect to certain shares of the Company Common Stock held by such Cloudbreak Holders. The Cloudbreak Registration Rights and Lock-Up Agreement also provides the Cloudbreak Holders
with piggy-back registration rights, subject to certain requirements and customary conditions.
Employee Relationships
Edna Boone Johnson, the Companys Chief Communications and Corporate Marketing Officer, is the spouse of Agnès
Rey-Giraud, a director of the Company. As such, Ms. Rey-Giraud has an indirect material interest in the compensation paid by the Company to Ms. Johnson, and
therefore, Ms. Johnsons employment agreement with the Company is being disclosed as a related person transaction for Ms. Rey-Giraud. During the fiscal year ended
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