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Needham & Co., LLC v. UpHealth Holdings, Inc.

Court Holds Subpoena of Non-Party with Relevant Information Proper

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The following e-filed documents, listed by NYSCEF document number (Motion 003) 49, 50, 51, 52, 53, 54, 55, 56, 57, 58, 59, 60, 61, 62, 63, 64, 65, 66, 67, 68, 69, 70, 71, 72, 73, 74, 75 were read on this motion to/for QUASH SUBPOENA, FIX CONDITIONS. DECISION + ORDER ON MOTION In this action arising from defendants’ alleged failure to pay plaintiff Needham & Company, LLC a transaction fee for its services, defendants and non-party Dr. Avi S. Katz (Dr. Katz, together with defendants, movants) move to quash plaintiff’s subpoena duces tecum and ad testificandum under CPLR 2304 or, alternatively, for a protective order under CPLR 3103. Plaintiff opposes the motion. Background According to the complaint, defendant UpHealth Services, Inc. (Services) retained plaintiff Needham & Company, LLC under a letter agreement (NYSCEF # 10 — the Engagement Agreement) as the “exclusive financial advisor” for Services’ acquisition of certain “Target Companies” engaged in digital medicine (NYSCEF # 2 — complaint, 1). Plaintiff alleges that Services and its successor, UpHealth Holdings, Inc. (Holdings) breached the Engagement Agreement by failing to pay a percentage-based transaction fee in connection with a business combination between a non party GigCapital2, Inc (GigCapital2) and Holdings (id.,

7-10). Dr. Katz is the founder, chairman and CEO of GigCapital2 and was involved in discussing the business combination (id., 30). Defendants deny that the GigCapital2 — Holdings combination is a “Transaction” under the Engagement Agreement for which plaintiff is entitled to a transaction fee (NYSCEF #8 — answer,

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