0001628280-17-003190 Sample Contracts

EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • March 30th, 2017 • Upland Software, Inc. • Services-prepackaged software • Texas

This Executive Employment Agreement (the “Agreement”) is entered into as of March 22, 2017 (the “Effective Date”) by and between Upland Software, Inc., a Delaware corporation (the “Company”), and Timothy Mattox (“Executive”).

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CONSENT AND FIRST AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • March 30th, 2017 • Upland Software, Inc. • Services-prepackaged software • California

This CONSENT AND FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of September 23, 2015, by and among WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent for each member of the Lender Group (in such capacity, the “Agent”), the Lenders (as defined in the Credit Agreement as defined below) party hereto, Upland Software, Inc., a Delaware corporation (“Parent”), each subsidiary of Parent identified on the signature pages hereof as a “US Borrower” (collectively, the “US Borrowers”), Upland Software Inc., a Canadian federal corporation (“Upland CAD”), and Solution Q Inc., an Ontario corporation (“Solution Q”; Parent, US Borrowers and Upland CAD each, a “Borrower” and collectively, the “Borrowers”).

THIRD AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • March 30th, 2017 • Upland Software, Inc. • Services-prepackaged software

This THIRD AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is entered into as of November 15, 2016, 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 ("Parent"), each

SECOND AMENDED AND RESTATED TECHNOLOGY SERVICES AGREEMENT
Technology Services Agreement • March 30th, 2017 • Upland Software, Inc. • Services-prepackaged software • Texas

This Second 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, Suite 1850, 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.

CONSENT AND SECOND AMENDMENT TO CREDIT AGREEMENT
Consent And • March 30th, 2017 • Upland Software, Inc. • Services-prepackaged software

This CONSENT AND SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of April 25, 2016, 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 (“Pare

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