0001628280-15-006649 Sample Contracts

GUARANTY AND SECURITY AGREEMENT
Guaranty and Security Agreement • August 14th, 2015 • Upland Software, Inc. • Services-prepackaged software • New York

This GUARANTY AND SECURITY AGREEMENT (this "Agreement"), dated as of May 14, 2015, among the Persons listed on the signature pages hereof as "Grantors" and those additional entities that hereafter become parties hereto by executing the form of Joinder attached hereto as Annex 1 (each, a "Grantor" and collectively, the "Grantors"), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association ("Wells Fargo"), in its capacity as administrative agent and United States administrative agent and collateral 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, "Agent").

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CREDIT AGREEMENT by and among WELLS FARGO BANK, NATIONAL ASSOCIATION, as Agent and US Agent, WELLS FARGO CAPITAL FINANCE CORPORATION CANADA, as Canadian Agent, THE LENDERS THAT ARE PARTIES HERETO as the Lenders, UPLAND SOFTWARE, INC., UPLAND SOFTWARE...
Credit Agreement • August 14th, 2015 • Upland Software, Inc. • Services-prepackaged software • New York

THIS CREDIT AGREEMENT (this "Agreement"), is entered into as of May 14, 2015, by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a "Lender", as that term is hereinafter further defined), 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 successor

CANADIAN GUARANTEE AND SECURITY AGREEMENT
Canadian Guarantee and Security Agreement • August 14th, 2015 • Upland Software, Inc. • Services-prepackaged software • Ontario

This CANADIAN GUARANTEE AND SECURITY AGREEMENT (this "Agreement"), dated as of May 14, 2015, among the Persons listed on the signature pages hereof as "Grantors" and those additional entities that hereafter become parties hereto by executing the form of Joinder attached hereto as Annex 1 (each, a "Grantor" and collectively, the "Grantors"), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, in its capacity as administrative agent and collateral 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, "Agent").

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