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.”
