0001505155-15-000008 Sample Contracts

CONSULTING AGREEMENT
Consulting 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:

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J7B1Z7 Subject: Separation Agreement Dear Ludwig,
Release and Discharge • May 15th, 2015 • Upland Software, Inc. • Services-prepackaged software

On February 2, 2015, we informed you that your employment with Upland Software Inc. (“Upland”) was terminated effective that day (the “Termination Date”). We hereby wish to formalize the terms and conditions of the termination of your employment pursuant to our recent discussions and email exchanges.

SEPARATION AGREEMENT AND RELEASE
Separation Agreement and Release • May 15th, 2015 • Upland Software, Inc. • Services-prepackaged software • Texas

This Separation Agreement and Release (“Agreement”) is made by and between R. Brian Henley (“Employee”) and Upland Software, Inc. (formerly known as Silverback Acquisition Corporation and Silverback Enterprise Group, Inc., and referred to herein as the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”).

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