Common use of Landlord Work Clause in Contracts

Landlord Work. Landlord shall, at Landlord’s sole cost and expense, construct a demising wall as generally depicted on Exhibit D-1 attached hereto (the “Landlord Work”). The Landlord Work shall be completed using Building Standard methods, materials and finishes, as designated by Landlord. Landlord shall have the right to select the general contractor and any subcontractors used in connection with the Landlord Work. Tenant agrees to reasonably cooperate with Landlord in connection with the Landlord Work and Tenant shall cause its employees, agents and invitees to comply with Landlord’s construction rules and regulations. Notwithstanding anything herein to the contrary, any delay in the completion of the Landlord Work or inconvenience suffered by Tenant during the performance of the Landlord Work shall not subject Landlord to any liability for any loss or damage resulting therefrom or entitle Tenant to any credit, abatement or adjustment of Rent or other sums payable under the Lease. LANDLORD WORK EXHIBIT E CERTIFICATE CONFIRMING LEASE DATES & BASE RENT This Certificate Confirming Lease Dates and Base Rent is attached to and made a part of the Lease dated , 2014, by and between TPG-401 Congress LLC, a Delaware limited liability company, as Landlord, and Upland Software, Inc., a Delaware corporation, as Tenant. The undersigned hereby agree and confirm that the Commencement Date, Expiration Date, and Base Rent schedule are as stated below: The Commencement Date as defined in Section 1(g) of the Lease is , and the Expiration Date as defined in Section 1(h) of the Lease is . The Base Rent schedule as defined in Section 1(i) of the Lease is as follows: Period Base Rent per RSF Monthly Amount __/__/__-__/__/__ $34.00 $17,722.50 __/__/__-__/__/__ $35.00 $18,243.75 __/__/__-__/__/__ $36.00 $18,765.00 Landlord: Tenant: TPG-401 Congress LLC, a Delaware limited liability company a Upland Software, Inc., Delaware corporation By: By: Name: Xxxxxxx X. Xxxxxxx Name: Its: Vice President & Managing Director Its: EXHIBIT F SUPPLEMENTAL HVAC EQUIPMENT The provisions of this Exhibit shall govern the installation, maintenance and removal of all Supplemental HVAC Equipment installed in the Premises. The installation of Supplemental HVAC Equipment in the Premises shall be at Tenant’s sole expense, and shall include the installation of a submeter to monitor the electricity used by the Supplemental HVAC Equipment. Prior to installing any Supplemental HVAC Equipment in the Premises, Tenant shall provide Landlord with plans and specifications for same and obtain Landlord’s written approval, which shall not be unreasonably withheld or delayed. Upon receiving such approval, Tenant shall install the Supplemental HVAC Equipment in compliance with Laws, including all building, electrical, and safety codes, applicable to the Project. Prior to installing the Supplemental HVAC Equipment, Tenant shall obtain any permits or licenses that may be required in order to install and operate such equipment, and Tenant shall timely deliver copies of same to Landlord. In no event shall Tenant’s installation of the Supplemental HVAC Equipment damage the Premises or the Building, or interfere with the maintenance of the Building, or any system currently serving the Building, and Tenant shall pay to Landlord upon demand the cost of repairing any damage to the Building caused by such installation. Tenant shall notify Landlord upon completion of the installation of the Supplemental HVAC Equipment, and Landlord shall have five (5) business days after installation of the Supplemental HVAC Equipment during which to inspect its installation. Tenant shall not commence operation of the Supplemental HVAC Equipment until Landlord has approved its installation. Tenant shall be solely liable for any damages or injury arising out of the installation of the Supplemental HVAC Equipment, and Tenant’s indemnity of Landlord contained in Section 26 shall specifically apply to the installation, operation, maintenance and removal of the Supplemental HVAC Equipment. During the Term of this Lease, as the same may be extended from time to time, Tenant shall be solely responsible for maintaining the Supplemental HVAC Equipment in good working order at Tenant’s sole expense, and Tenant shall reimburse Landlord for all electricity consumed by the Supplemental HVAC Equipment, as additional Rent due under the Lease, within fifteen (15) days after Tenant’s receipt of Landlord’s invoice for same. Upon the expiration or earlier termination of this Lease, Tenant shall remove the Supplemental HVAC Equipment from the Premises, and repair all damage to the Premises or the Building caused by the installation or removal of such equipment. EXHIBIT G

Landlord Work. Landlord shall, agrees to act as construction manager for construction of certain tenant improvements and Landlord agrees to deliver the Demised Premises and provide a 1 year warranty on all Landlord work to the Tenant and construct the tenant improvements at Landlord’s its sole cost ("Landlord Work") in a good and expenseworkmanlike manner, construct a demising wall as generally depicted on Exhibit D-1 using building standard materials, and in reasonable accordance with the ( “Space Plan”) prepared by Xxxxxx Designs, dated_______________ and the plans and specifications” approved by Landlord and Tenant dated ___________, 2006, the ("Approved Plans and Specifications") and attached hereto (as Schedule “1”. Landlord is a licensed General Contractor and will be performing the “Landlord Work”). The Landlord Work shall be completed using Building Standard methods, materials and finishes, work as designated by Landlorddefined herein. Landlord shall have select the subcontractors to complete the Landlord Work per the Approved Plans and Specifications, and reserves the right to select perform certain aspects (Electrical and Mechanical work) of this project under a “Design Build” format. Except as set forth herein, Landlord shall have no further obligations thereafter with respect to repair or replacement of items in the general contractor and any subcontractors used in connection with the Landlord WorkDemised Premises. Tenant agrees to reasonably cooperate with Landlord in connection with Upon Substantial Completion of the Landlord Work and Tenant the Punch List Items (as such terms are defined below), Landlord shall cause its employees, agents and invitees have no further obligation with regard to comply with Landlord’s construction rules and regulationstenant improvements within the Demised Premises. Notwithstanding anything contained herein to the contrary, any delay in all (i) Tenant moving expenses and (ii) costs for installation of Tenant’s equipment and furnishings shall be the completion sole responsibility of Tenant. Landlord shall cause Substantial Completion of the Landlord Work or inconvenience suffered to occur prior to September 1, 2006 other than Punch List items which shall be corrected within sixty (60) days thereafter. Notwithstanding the foregoing, Section 3.3 of the Lease sets forth Tenant’s sole remedy with respect to any failure by Tenant during the performance Landlord to cause Substantial Completion of the Landlord Work shall not subject Landlord to any liability for any loss or damage resulting therefrom or entitle Tenant to any creditby September 1, abatement or adjustment of Rent or other sums payable under the Lease. LANDLORD WORK EXHIBIT E CERTIFICATE CONFIRMING LEASE DATES & BASE RENT This Certificate Confirming Lease Dates and Base Rent is attached to and made a part of the Lease dated , 2014, by and between TPG-401 Congress LLC, a Delaware limited liability company, as Landlord, and Upland Software, Inc., a Delaware corporation, as Tenant. The undersigned hereby agree and confirm that the Commencement Date, Expiration Date, and Base Rent schedule are as stated below: The Commencement Date as defined in Section 1(g) of the Lease is , and the Expiration Date as defined in Section 1(h) of the Lease is . The Base Rent schedule as defined in Section 1(i) of the Lease is as follows: Period Base Rent per RSF Monthly Amount __/__/__-__/__/__ $34.00 $17,722.50 __/__/__-__/__/__ $35.00 $18,243.75 __/__/__-__/__/__ $36.00 $18,765.00 Landlord: Tenant: TPG-401 Congress LLC, a Delaware limited liability company a Upland Software, Inc., Delaware corporation By: By: Name: Xxxxxxx X. Xxxxxxx Name: Its: Vice President & Managing Director Its: EXHIBIT F SUPPLEMENTAL HVAC EQUIPMENT The provisions of this Exhibit shall govern the installation, maintenance and removal of all Supplemental HVAC Equipment installed in the Premises. The installation of Supplemental HVAC Equipment in the Premises shall be at Tenant’s sole expense, and shall include the installation of a submeter to monitor the electricity used by the Supplemental HVAC Equipment. Prior to installing any Supplemental HVAC Equipment in the Premises, Tenant shall provide Landlord with plans and specifications for same and obtain Landlord’s written approval, which shall not be unreasonably withheld or delayed. Upon receiving such approval, Tenant shall install the Supplemental HVAC Equipment in compliance with Laws, including all building, electrical, and safety codes, applicable to the Project. Prior to installing the Supplemental HVAC Equipment, Tenant shall obtain any permits or licenses that may be required in order to install and operate such equipment, and Tenant shall timely deliver copies of same to Landlord. In no event shall Tenant’s installation of the Supplemental HVAC Equipment damage the Premises or the Building, or interfere with the maintenance of the Building, or any system currently serving the Building, and Tenant shall pay to Landlord upon demand the cost of repairing any damage to the Building caused by such installation. Tenant shall notify Landlord upon completion of the installation of the Supplemental HVAC Equipment, and Landlord shall have five (5) business days after installation of the Supplemental HVAC Equipment during which to inspect its installation. Tenant shall not commence operation of the Supplemental HVAC Equipment until Landlord has approved its installation. Tenant shall be solely liable for any damages or injury arising out of the installation of the Supplemental HVAC Equipment, and Tenant’s indemnity of Landlord contained in Section 26 shall specifically apply to the installation, operation, maintenance and removal of the Supplemental HVAC Equipment. During the Term of this Lease, as the same may be extended from time to time, Tenant shall be solely responsible for maintaining the Supplemental HVAC Equipment in good working order at Tenant’s sole expense, and Tenant shall reimburse Landlord for all electricity consumed by the Supplemental HVAC Equipment, as additional Rent due under the Lease, within fifteen (15) days after Tenant’s receipt of Landlord’s invoice for same. Upon the expiration or earlier termination of this Lease, Tenant shall remove the Supplemental HVAC Equipment from the Premises, and repair all damage to the Premises or the Building caused by the installation or removal of such equipment. EXHIBIT G2006.