0001505155-19-000017 Sample Contracts

Amendment # 1 to UPLAND SOFTWARE, INC. EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • March 15th, 2019 • Upland Software, Inc. • Services-prepackaged software

This Amendment #1 to the Executive Employment Agreement by and between Upland Software, Inc., a Delaware corporation (the “Company”) and Michael D. Hill (“Executive”) dated March 28, 2017 (“Original Agreement”), is entered into as of March 13, 2019.

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SECOND AMENDMENT TO LEASE AGREEMENT
Lease Agreement • March 15th, 2019 • Upland Software, Inc. • Services-prepackaged software

THIS SECOND AMENDMENT TO LEASE AGREEMENT (this “Amendment”) is entered into between CSHV-401 CONGRESS, LLC, a Delaware limited liability company (“Landlord”), and UPLAND SOFTWARE, INC., a Delaware corporation (“Tenant”), with reference to the following:

Amendment # 1 to UPLAND SOFTWARE, INC. EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • March 15th, 2019 • Upland Software, Inc. • Services-prepackaged software

This Amendment #1 to the Executive Employment Agreement by and between Upland Software, Inc., a Delaware corporation (the “Company”) and Timothy Mattox (“Executive”) dated March 28, 2017 (“Original Agreement”), is entered into as of March 13, 2019.

Amendment # 1 to UPLAND SOFTWARE, INC. EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • March 15th, 2019 • Upland Software, Inc. • Services-prepackaged software

This Amendment #1 to the Executive Employment Agreement by and between Upland Software, Inc., a Delaware corporation (the “Company”) and John T. McDonald (“Executive”) dated March 28, 2017 (“Original Agreement”), is entered into as of March 13, 2019.

CONSENT AND NINTH AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • March 15th, 2019 • Upland Software, Inc. • Services-prepackaged software

This CONSENT AND NINTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is entered into as of December 12, 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 (including, as of the Ninth Amendment Closing Date,

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