X0306 4 2015-06-15 0001505155 Upland Software, Inc. UPLD 0001477025 ESW Capital, LLC 401 CONGRESS AVE., SUITE 2650 AUSTIN TX 78701 0 0 1 0 0001295389 LIEMANDT JOSEPH 401 CONGRESS AVE., SUITE 2650 AUSTIN TX 78701 0 0 1 0 Common Stock 2015-06-15 4 P 0 145 8.00 A 1198998 D Common Stock 2015-06-16 4 P 0 8900 8.00 A 1207898 D Common Stock 1803574 I See footnote These shares are held directly by ESW Capital, LLC ("ESW"). Joe Liemandt is the sole member of ESW and may be deemed to have beneficial ownership, for purposes of Section 13(d) of the Securities Exchange Act of 1934, of the shares held by ESW. Mr. Liemandt disclaims Section 16 beneficial ownership of the shares held by ESW, except to the extent, if any, of his pecuniary interest therein. These shares are held directly by Acorn Performance Group, Inc. ("Acorn"), a wholly-owned subsidiary of ESW. Each of Mr. Liemandt and ESW disclaims Section 16 beneficial ownership of the shares held by Acorn, except to the extent, if any, of their respective pecuniary interest therein. /s/ Andrew Price, Chief Financial Officer of ESW Capital, LLC 2015-06-16 /s/ Andrew Price, Attorney-in-Fact for Mr. Joe Liemandt 2015-06-16