SECURITY AGREEMENT (PowerSteering)Security Agreement • May 13th, 2014 • Upland Software, Inc. • Services-prepackaged software • California
This 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”).
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”).
SILVERBACK ACQUISITION CORPORATION RESTRICTED STOCK PURCHASE AGREEMENTRestricted Stock Purchase Agreement • May 13th, 2014 • Upland Software, Inc. • Services-prepackaged software • Texas
This Restricted Stock Purchase Agreement (the “Agreement”) is made as of July 23, 2010 by and between Silverback Acquisition Corporation, a Delaware corporation (the “Company”), and John T. McDonald (the “Purchaser”).
SILVERBACK ENTERPRISE GROUP, INC. AMENDED AND RESTATED 2010 STOCK PLAN RESTRICTED STOCK PURCHASE AGREEMENTRestricted Stock Purchase Agreement • May 13th, 2014 • Upland Software, Inc. • Services-prepackaged software • Texas
Unless otherwise defined herein, the terms defined in the Amended and Restated 2010 Stock Plan (the “Plan”) shall have the same defined meanings in this Restricted Stock Purchase Agreement (the “Agreement”).
UNCONDITIONAL GUARANTY (TENROX US)Unconditional Guaranty • May 13th, 2014 • Upland Software, Inc. • Services-prepackaged software • California
For and in consideration of the loan by COMERICA BANK (“Bank”) to SILVERBACK TWO CANADA MERGER CORPORATION (“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.
LEASE AGREEMENTLease Agreement • May 13th, 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:
SILVERBACK TWO CANADA MERGER CORPORATION LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 13th, 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”).
MEMBERSHIP INTEREST PURCHASE AGREEMENT BY AND AMONG SILVERBACK ENTERPRISE GROUP, INC., LMR SOLUTIONS, LLC, JOSEPH LARSCHEID AND CHERYL LARSCHEID Dated as of November 13, 2012Membership Interest Purchase Agreement • May 13th, 2014 • Upland Software, Inc. • Services-prepackaged software • Delaware
THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of November 13, 2012 by and among Silverback Enterprise Group, Inc., a Delaware corporation (“Purchaser”), LMR Solutions, LLC d/b/a EPM Live, a Delaware limited liability company (the “Company”), and Joseph Larscheid and Cheryl Larscheid, 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.
LOAN AND SECURITY AGREEMENT SILVERBACK ENTERPRISE GROUP, INC. VISIONAEL CORPORATION and POWERSTEERING SOFTWARE, INC.Loan and Security Agreement • May 13th, 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”).
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.”
PLEDGE AND SECURITY AGREEMENT (Silverback Enterprise)Pledge and Security Agreement • May 13th, 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”).
UPLAND SOFTWARE, INC. EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 13th, 2014 • Upland Software, Inc. • Services-prepackaged software • Texas
This Executive Employment Agreement (the “Agreement”) is entered into as of May 9, 2014 (the “Effective Date”) by and between Upland Software, Inc., a Delaware corporation (the “Company”), and John T. McDonald (“Executive”).
UPLAND SOFTWARE, INC. SERIES C PREFERRED STOCK PURCHASE AGREEMENT December 20, 2013Series C Preferred Stock Purchase Agreement • May 13th, 2014 • Upland Software, Inc. • Services-prepackaged software • Delaware
This Series C Preferred Stock Purchase Agreement (this “Agreement”) is dated as of December 20, 2013, and is among Upland Software, Inc. (f/k/a Silverback Enterprise Group, Inc.), a Delaware corporation (the “Company”), and the persons and entities (each, an “Investor” and collectively, the “Investors”) listed on the Schedule of Investors attached as Exhibit A (the “Schedule of Investors”).
SILVERBACK ENTERPRISE GROUP, INC. RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • May 13th, 2014 • Upland Software, Inc. • Services-prepackaged software • Delaware
THIS RESTRICTED STOCK AGREEMENT (this “Agreement”), dated as of November 14, 2012, is entered into by and between Silverback Enterprise Group, Inc., a Delaware corporation (“Company”), Joseph Larscheid, an individual, and Cheryl Larscheid, an individual (each a “Stockholder” and together, the “Stockholders” and together with the Company, collectively the “Parties” and each, individually, a “Party”).
UPLAND SOFTWARE, INC. AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT December 20, 2013Right of First Refusal and Co-Sale Agreement • May 13th, 2014 • Upland Software, Inc. • Services-prepackaged software • Delaware
This Amended and Restated Right of First Refusal and Co-Sale Agreement (this “Agreement”) is dated as of December 20, 2013, and is between Upland Software, Inc. (f/k/a Silverback Enterprise Group, Inc.), a Delaware corporation (the “Company”), the individuals and entities listed on Exhibit A (each, an “Investor,” and collectively, the “Investors”) and the individuals listed on Exhibit B (each, a “Founder,” and collectively, the “Founders”).
AMENDED AND RESTATED TECHNOLOGY SERVICES AGREEMENTTechnology Services Agreement • May 13th, 2014 • Upland Software, Inc. • Services-prepackaged software • Texas
This Amended and Restated Technology Services Agreement (“Agreement”) is entered into by and between DevFactory FZ-LLC, 705-706 Al Thuraya Tower No. 01, Seventh Floor, Dubai Media City, P.O. Box 502092, Dubai, 43659 UNITED ARAB EMIRATES (“DevFactory”) and Upland Software, Inc. (f.k.a. Silverback Enterprise Group, Inc., “Client”), with offices at 401 Congress Avenue, Austin, Texas 78701, and sets forth the terms and conditions under which DevFactory will provide certain technology services to Client as may from time to time be mutually agreed upon by the parties.
EMPLOYMENT AGREEMENTEmployment Agreement • May 13th, 2014 • Upland Software, Inc. • Services-prepackaged software • Quebec
AND WHEREAS the Executive has agreed to be employed with the Company after the date hereof upon the terms and conditions contained in this Agreement;
SILVERBACK ENTERPRISE GROUP, INC. MARKET STANDOFF AGREEMENTMarket Standoff Agreement • May 13th, 2014 • Upland Software, Inc. • Services-prepackaged software
In connection with, and as consideration for, my receipt of shares of common stock (the “Common Stock”) or preferred stock (the “Preferred Stock”) of Silverback Enterprise Group, Inc. (the “Company”) from the Company on November 7, 2013, I, the undersigned, agree and represent as follows:
UPLAND SOFTWARE, INC. AMENDED AND RESTATED VOTING AGREEMENT December 20, 2013Voting Agreement • May 13th, 2014 • Upland Software, Inc. • Services-prepackaged software • Delaware
This Amended and Restated Voting Agreement (this “Agreement”) is made as of December 20, 2013 by and among Upland Software, Inc. (f/k/a Silverback Enterprise Group, Inc.), a Delaware corporation (the “Company”), the persons and entities listed on Exhibit A (each an “Investor,” and collectively the “Investors”), and the persons listed on Exhibit B (each a “Founder,” and collectively the “Founders”). The Founders and the Investors are referred to herein collectively as the “Voting Parties.”
NOTE PURCHASE AGREEMENTNote Purchase Agreement • May 13th, 2014 • Upland Software, Inc. • Services-prepackaged software • Delaware
This Amendment to Note Purchase Agreement (this “Amendment”) is made as of November 6, 2013 by and among Silverback Enterprise Group, Inc., a Delaware corporation (the “Company”), and the undersigned parties (the “Investors”).
