Upland Software, Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • June 7th, 2017 • Upland Software, Inc. • Services-prepackaged software • New York
Upland Software, Inc., a Delaware corporation (the “Company”), proposes to issue and sell 1,860,465 shares (the “Firm Shares”) of the Company’s common stock, $0.0001 par value per share (the “Common Stock”), to you and to the several other Underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you are acting as representatives (the “Representatives”). The Company has also agreed to grant to you and the other Underwriters an option (the “Option”) to purchase up to an additional 279,069 shares of Common Stock, on the terms and for the purposes set forth in Section 1(b) (the “Option Shares”). The Firm Shares and the Option Shares are referred to collectively herein as the “Shares.”
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • February 23rd, 2023 • Upland Software, Inc. • Services-prepackaged software
This AMENDMENT NO. 1 TO CREDIT AGREEMENT, dated as of February 21, 2023 (this “Amendment”), is entered into by and among, UPLAND SOFTWARE, INC., a Delaware corporation (the “Borrower”) and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as administrative agent and collateral agent for each member of the Lender Group and the Bank Product Providers (in such capacities, the “Agent”).
UPLAND SOFTWARE, INC. Common Stock, par value $0.0001 per share Underwriting AgreementUpland Software, Inc. • October 27th, 2014 • Services-prepackaged software • New York
This press release is not an offer for sale of the securities in the United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the United States Securities Act of 1933, as amended.
UPLAND SOFTWARE, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • May 13th, 2014 • Upland Software, Inc. • Services-prepackaged software • Delaware
This Indemnification Agreement (this “Agreement”) is effective as of , and is between Upland Software, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
GUARANTY AND SECURITY AGREEMENTGuaranty and Security Agreement • August 14th, 2015 • Upland Software, Inc. • Services-prepackaged software • New York
This GUARANTY AND SECURITY AGREEMENT (this "Agreement"), dated as of May 14, 2015, among the Persons listed on the signature pages hereof as "Grantors" and those additional entities that hereafter become parties hereto by executing the form of Joinder attached hereto as Annex 1 (each, a "Grantor" and collectively, the "Grantors"), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association ("Wells Fargo"), in its capacity as administrative agent and United States administrative agent and collateral agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, "Agent").
SECURITY AGREEMENT (Upland IX)Security Agreement • March 31st, 2015 • Upland Software, Inc. • Services-prepackaged software • California
This Security Agreement (this “Agreement”) is made and entered into as of March 23, 2015 (“Closing Date”) by and between the undersigned (“Grantor”), and COMERICA BANK (the “Bank”).
SILVERBACK ACQUISITION CORPORATION RESTRICTED STOCK PURCHASE AGREEMENTRestricted Stock Purchase Agreement • September 4th, 2014 • Upland Software, Inc. • Services-prepackaged software • Texas
This Restricted Stock Purchase Agreement (the “Agreement”) is made as of October 18, 2010 by and between Silverback Acquisition Corporation, a Delaware corporation (the “Company”), and John T. McDonald (the “Purchaser”).
UPLAND SOFTWARE, INC.Restricted Stock Purchase Agreement • March 31st, 2015 • Upland Software, Inc. • Services-prepackaged software • Texas
Unless otherwise defined herein, the terms defined in the 2010 Stock Plan, as amended (the “Plan”) shall have the same defined meanings in this Restricted Stock Purchase Agreement (the “Agreement”).
UPLAND SOFTWARE, INC. RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • October 27th, 2014 • Upland Software, Inc. • Services-prepackaged software • Texas
Unless otherwise defined herein, the terms defined in the Upland Software, Inc. 2014 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Restricted Stock Unit Agreement (the “Award Agreement”), which includes the Notice of Restricted Stock Unit Grant (the “Notice of Grant”) and Terms and Conditions of Restricted Stock Unit Grant, attached hereto as Exhibit A.
UPLAND SOFTWARE, INC. RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • October 27th, 2014 • Upland Software, Inc. • Services-prepackaged software • Texas
Unless otherwise defined herein, the terms defined in the Upland Software, Inc. 2014 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Restricted Stock Agreement (the “Agreement”), including the Notice of Restricted Stock Grant (the “Notice of Grant”) and Terms and Conditions of Restricted Stock Grant, attached hereto as Exhibit A.
UNCONDITIONAL GUARANTY (Upland IX)Upland Software, Inc. • March 31st, 2015 • Services-prepackaged software • California
For and in consideration of the loan by COMERICA BANK (“Bank”) to UPLAND SOFTWARE, INC. and SOLUTION Q INC. (individually and collectively, the “Borrower”), which loan is made pursuant to a Loan and Security Agreement between Borrower and Bank dated as of February 10, 2012, as amended from time to time (the “Agreement”), and acknowledging that Bank would not enter into the Agreement without the benefit of this Guaranty (this “Guaranty”), the undersigned guarantor (“Guarantor”) hereby unconditionally and irrevocably guarantees the prompt and complete payment of all amounts that Borrower owes to Bank and performance by Borrower of the Agreement and any other agreements between Borrower and Bank, as amended from time to time (collectively referred to as the “Agreements”), in strict accordance with their respective terms. Notwithstanding anything to the contrary in this Guaranty, the obligations of Borrower to the Bank covered by this Guaranty shall not include any obligation of a Borrower
UPLAND SOFTWARE, Inc. EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • August 3rd, 2023 • Upland Software, Inc. • Services-prepackaged software • Texas
This Executive Employment Agreement (the “Agreement”) is entered into effective as of November 1, 2022 (the “Effective Date”) by and between Upland Software, Inc., a Delaware corporation (the “Company”), and Daniel Doman (“Executive”).
CREDIT AGREEMENT by and among WELLS FARGO BANK, NATIONAL ASSOCIATION, as Agent and US Agent, WELLS FARGO CAPITAL FINANCE CORPORATION CANADA, as Canadian Agent, THE LENDERS THAT ARE PARTIES HERETO as the Lenders, UPLAND SOFTWARE, INC., UPLAND SOFTWARE...Credit Agreement • August 14th, 2015 • Upland Software, Inc. • Services-prepackaged software • New York
THIS CREDIT AGREEMENT (this "Agreement"), is entered into as of May 14, 2015, by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a "Lender", as that term is hereinafter further defined), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent and collateral agent for each member of the Lender Group and the Bank Product Providers (in such capacities, together with its successors and assigns in such capacities, "Agent") and as United States administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, "US Agent"), WELLS FARGO CAPITAL FINANCE CORPORATION CANADA, an Ontario corporation, as Canadian administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successor
UPLAND SOFTWARE, INC.Stock Option Agreement • September 4th, 2014 • Upland Software, Inc. • Services-prepackaged software • Delaware
Unless otherwise defined herein, the terms defined in the 2010 Stock Plan (the “Plan”) shall have the same defined meanings in this Stock Option Agreement (the “Option Agreement”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG UPLAND SOFTWARE, INC., HAMMERHEAD ACQUISITION CORPORATION, DAILY INCHES, INC. AND EPIC START CONSULTING, LLC, AS STOCKHOLDER REPRESENTATIVEAgreement and Plan of Merger • May 28th, 2019 • Upland Software, Inc. • Services-prepackaged software • Delaware
This Agreement and Plan of Merger (this “Agreement”), dated as of May 23, 2019, is entered into by and among Upland Software, Inc., a Delaware corporation (“Parent”), Hammerhead Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), Daily Inches, Inc., a Delaware corporation (“Company”), and Epic Start Consulting, LLC, a Colorado limited liability company, solely in its capacity as the representative, agent and attorney-in-fact of the Stockholders (“Stockholder Representative”).
ContractUpland Software, Inc. • September 4th, 2014 • Services-prepackaged software • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO RULE 144 OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THE SHARES ISSUABLE HEREUNDER ARE SUBJECT TO A LOCK-UP PERIOD AFTER THE EFFECTIVE DATE OF THE ISSUER’S REGISTRATION STATEMENT FILED UNDER THE ACT, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE ISSUER’S PRINCIPAL OFFICE, SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THE SHARES.
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 27th, 2014 • Upland Software, Inc. • Services-prepackaged software • Delaware
THIS AGREEMENT is entered into, effective as , 2014 of by and between Upland Software, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
SILVERBACK TWO CANADA MERGER CORPORATION LOAN AND SECURITY AGREEMENTLoan and Security Agreement • September 4th, 2014 • Upland Software, Inc. • Services-prepackaged software • California
This LOAN AND SECURITY AGREEMENT (this “Agreement”) is entered into as of February 10, 2012, by and between Comerica Bank (“Bank”) and Silverback Two Canada Merger Corporation (“Borrower”).
UPLAND SOFTWARE, INC. AMENDMENT TO STOCK OPTION AGREEMENTStock Option Agreement • September 4th, 2014 • Upland Software, Inc. • Services-prepackaged software • Texas
This Amendment to Stock Option Agreement (this “Amendment”) is made effective as of , 2014 (the “Amendment Date”) by and between Upland Software, Inc., a Delaware corporation (the “Company”), and (the “Participant”). Capitalized terms used but not defined herein shall have the respective meanings assigned to them in the Upland Software, Inc. 2010 Stock Plan, as amended (the “Plan”) or the Stock Option Agreement previously entered into between the Company and the Participant with respect to the Option (as defined below) (the “Stock Option Agreement”).
STOCK PURCHASE AGREEMENT dated as of December 23, 2013 by and among UPLAND SOFTWARE, INC., CLICKABILITY, INC. and LIMELIGHT NETWORKS, INC. relating to the purchase and sale of 100% of the outstanding shares of capital stock of CLICKABILITY, INC.Stock Purchase Agreement • September 4th, 2014 • Upland Software, Inc. • Services-prepackaged software • Delaware
This STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of December 23, 2013, is entered into by and among Upland Software, Inc., a Delaware corporation (“Buyer”), Clickability, Inc., a Delaware corporation formerly known as Limelight Web Content Management, Inc. (the “Company”), and Limelight Networks, Inc., a Delaware corporation (the “Seller”). The Company, the Seller and Buyer are collectively referred to herein as the “Parties” and each individually as a “Party.”
UPLAND SOFTWARE, INC. STOCK OPTION AGREEMENTStock Option Agreement • October 27th, 2014 • Upland Software, Inc. • Services-prepackaged software • Texas
Unless otherwise defined herein, the terms defined in the Upland Software, Inc. 2014 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Stock Option Agreement (the “Agreement”), including the Notice of Stock Option Grant (the “Notice of Grant”) and Terms and Conditions of Stock Option Grant, attached hereto as Exhibit A.
CONSULTING AGREEMENTConsulting Agreement • May 15th, 2015 • Upland Software, Inc. • Services-prepackaged software • Texas
This Consulting Agreement (the “Agreement”) is effective as of the 31st day of March, 2015 by and between Upland Software, Inc., a Delaware corporation, its subsidiaries, affiliates, successors or assigns (collectively, “Upland”) with its principal place of business at 401 Congress Avenue, Suite 1850, Austin, Texas 78701, and R. Brian Henley, an individual residing at the address set forth on the signature page hereto (“Consultant”). Upland desires to retain Consultant as an independent contractor to perform consulting services for Upland and Consultant is willing to perform such services, on terms set forth more fully below. In consideration of the mutual promises contained herein, the parties agree as follows:
CONSENT AND SIXTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • May 10th, 2018 • Upland Software, Inc. • Services-prepackaged software • Dublin
This CONSENT AND SIXTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is entered into as of March 21, 2018, by and among WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent and collateral agent for each member of the Lender Group and the Bank Product Providers (in such capacities, together with its successors and assigns in such capacities, "Agent") and as United States administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, "US Agent"), WELLS FARGO CAPITAL FINANCE CORPORATION CANADA, an Ontario corporation, as Canadian administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, "Canadian Agent"), the Lenders (as defined in the Credit Agreement as defined below) party hereto, UPLAND SOFTWARE, INC., a Delaware corporation ("Paren
MEMBERSHIP INTEREST PURCHASE AGREEMENT BY AND AMONG SILVERBACK ENTERPRISE GROUP, INC., UPLAND SOFTWARE, INC., COMSCI, LLC, AND ROBERT J. SVEC and ALAN C. MALTZ, as SELLING MEMBERS, Dated as of November 7, 2013Membership Interest Purchase Agreement • September 4th, 2014 • Upland Software, Inc. • Services-prepackaged software • Delaware
THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of November 7, 2013 by and among Silverback Enterprise Group, Inc., a Delaware corporation (“Parent”), Upland Software, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Purchaser”), ComSci, LLC, a New Jersey limited liability company (the “Company”), and Robert J. Svec and Alan C. Maltz, the members of the Company (each a “Selling Member” and collectively, the “Selling Members”). Capitalized terms not otherwise defined herein shall have the meaning set forth on Annex A hereto.
LEASE AGREEMENTLease Agreement • September 4th, 2014 • Upland Software, Inc. • Services-prepackaged software
This Lease Agreement (“Lease”) is entered into as of February 27th, 2014 (the “Effective Date”), by and between TPG- 401 Congress LLC, a Delaware limited liability company (“Landlord”), and Upland Software, Inc., a Delaware corporation (“Tenant”). In consideration of the mutual covenants set forth herein, Landlord and Tenant agree as follows:
LOAN AND SECURITY AGREEMENT SILVERBACK ENTERPRISE GROUP, INC. VISIONAEL CORPORATION and POWERSTEERING SOFTWARE, INC.Loan and Security Agreement • September 4th, 2014 • Upland Software, Inc. • Services-prepackaged software • California
This LOAN AND SECURITY AGREEMENT (this “Agreement”) is entered into as of March 5, 2012, among Comerica Bank (“Bank”), Silverback Enterprise Group, Inc., a Delaware corporation (“Silverback”), Visionael Corporation, a Delaware corporation (“Visionael”) and PowerSteering Software, Inc., a Delaware corporation (“PowerSteering” and collectively with Silverback and Visionael, the “Borrowers” and each individually a “Borrower”).
SHARE PURCHASE AGREEMENTShare Purchase Agreement • December 13th, 2018 • Upland Software, Inc. • Services-prepackaged software • England and Wales
STOCK PURCHASE AGREEMENT by and among SILVERBACK ENTERPRISE GROUP, INC., SILVERBACK TWO CANADA MERGER CORPORATION TENROX INC., THE STOCKHOLDERS, NOVACAP II, L.P. and ARAMAZD ISRAILIAN, as REPRESENTATIVES FEBRUARY 10, 2012Stock Purchase Agreement • May 13th, 2014 • Upland Software, Inc. • Services-prepackaged software • Ontario
THIS STOCK PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of February 10, 2012, by and among Silverback Enterprise Group, Inc., a Delaware corporation (“Parent”), Silverback Two Canada Merger Corporation, a Canadian corporation and wholly owned subsidiary of Parent (“Buyer”), Tenrox Inc., a Canadian corporation (the “Company”), those Persons listed on the signature pages attached hereto as the Stockholders (the “Stockholders”) and each of Novacap II, L.P. and Aramazd Israilian as the Representatives. Parent, Buyer, the Company, the Stockholders and the Representatives are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
3,500,000 Shares Upland Software, Inc. Common Stock UNDERWRITING AGREEMENT August 11, 2020 Credit Suisse Securities (USA) LLC As Representative of the Several Underwriters c/o Credit Suisse Securities (USA) LLC, Eleven Madison Avenue, New York, N.Y....Underwriting Agreement • August 14th, 2020 • Upland Software, Inc. • Services-prepackaged software • New York
UPLAND SOFTWARE, INC. RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • March 31st, 2015 • Upland Software, Inc. • Services-prepackaged software • Delaware
, 2014, is entered into by and between Upland Software, Inc., a Delaware corporation (“Company”), and Craig MacInnis (the “Executive”), Karen Smiley-MacInnis (“Karen”), and John David MacInnis (“John” and, together with the Executive and Karen, the “Stockholders” and each a “Stockholder”) (the Stockholders together with the Company, collectively the “Parties” and each, individually, a “Party”).
PLEDGE AND SECURITY AGREEMENT (Silverback Enterprise)Pledge and Security Agreement • September 4th, 2014 • Upland Software, Inc. • Services-prepackaged software • California
This Pledge and Security Agreement (this “Agreement”) is made and entered into as of February 10, 2012 (“Closing Date”) by and between the undersigned (“Grantor”), and COMERICA BANK (the “Bank”).
MANAGEMENT RIGHTS AGREEMENTManagement Rights Agreement • September 4th, 2014 • Upland Software, Inc. • Services-prepackaged software
THIS MANAGEMENT RIGHTS AGREEMENT (this “Agreement”) is entered into as of October 28, 2010 by and between Silverback Acquisition Corporation, a Delaware corporation (the “Company”), and Austin Ventures X, L.P., a Delaware limited partnership (the “Fund”) (together, the “Parties”).
UPLAND SOFTWARE, INC. EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • September 4th, 2014 • Upland Software, Inc. • Services-prepackaged software • Texas
This Executive Employment Agreement (the “Agreement”) is entered into as of July 25, 2014 (the “Effective Date”) by and between Upland Software, Inc., a Delaware corporation (the “Company”), and R. Brian Henley (“Executive”).
AMENDMENT NO. 5 TO SECURITY AGREEMENTSecurity Agreement • March 31st, 2015 • Upland Software, Inc. • Services-prepackaged software
This Amendment No. 5 to Security Agreement (“Amendment”) is executed as of March 23, 2015 by Upland Software III, LLC, a Delaware limited liability company f/k/a LMR Solutions LLC (“Grantor”) and Comerica Bank (“Bank”).
SHARE PURCHASE AGREEMENTrelating to the acquisition of certain of theissued share capital ofALTIFY IRELAND LIMITEDShare Purchase Agreement • October 7th, 2019 • Upland Software, Inc. • Services-prepackaged software
