X0306 4 2018-08-24 1 0001505155 Upland Software, Inc. UPLD 0001137204 EPM Live, Inc. 401 CONGRESS AVE., SUITE 2650 AUSTIN TX 78701 0 0 0 1 Member of 10% owner group 0001477025 ESW Capital, LLC 401 CONGRESS AVENUE, SUITE 2650 AUSTIN TX 78701 0 0 1 0 0001295389 LIEMANDT JOSEPH 401 CONGRESS AVENUE, SUITE 2650 AUSTIN TX 78701 0 0 1 0 Common Stock 2018-08-24 4 S 0 5000 35.4102 D 854400 D Common Stock 2018-08-27 4 S 0 854400 34.8504 D 0 D Common Stock 1803574 I See Footnote Represents a weighted average sales price per share. These shares were sold in multiple transactions at prices ranging from $35.00 to $35.45. The Reporting Person undertakes to provide to the Issuer, the staff of the Securities and Exchange Commission or any security holder of the Issuer, upon request, full information regarding the number of shares sold at each separate price within the range. These shares are held directly by EPM Live, Inc. ("EPM"), a controlled subsidiary of ESW Capital, LLC ("ESW"). The sole voting member of ESW is Joseph A. Liemandt ("Mr. Liemandt"). Each of ESW and Mr. Liemandt disclaim Section 16 beneficial ownership of the reported shares except to the extent of their respective pecuniary interest therein, if any. Represents a weighted average sales price per share. These shares were sold in multiple transactions at prices ranging from $34.85 to $35.13. The Reporting Person undertakes to provide to the Issuer, the staff of the Securities and Exchange Commission or any security holder of the Issuer, upon request, full information regarding the number of shares sold at each separate price within the range. These shares represent 1,803,574 shares directly held by Acorn Performance Group, Inc. ("Acorn"). Acorn is a controlled subsidiary of ESW. Each of ESW and Mr. Liemandt disclaim Section 16 beneficial ownership of the reported shares except to the extent of their respective pecuniary interest therein, if any. /s/ Andrew Price, Chief Financial Officer of EPM Live, Inc. 2018-08-28 /s/ Andrew Price, Chief Financial Officer of ESW Capital, LLC 2018-08-28 /s/ Joseph Liemandt 2018-08-28