13G Filing: Park West Asset Management and Upland Software Inc. (UPLD)

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Beneficial ownership percentage is based upon 20,775,731 shares of common
stock, $0.0001 par value per share (the “Common Stock”) of Upland Software, Inc., a Delaware corporation (the “Company”),
issued and outstanding as of November 3, 2017, as reported by the Company in its Quarterly Report on Form 10-Q (File No.
001-36720), filed with the Securities and Exchange Commission on November 14, 2017. Park West Asset Management LLC (“PWAM”)
is the investment manager to Park West Investors Master Fund, Limited, a Cayman Islands exempted company (“PWIMF”),
and Park West Partners International, Limited, a Cayman Islands exempted company (“PWPI” and, collectively
with PWIMF, the “PW Funds”), and Peter S. Park (“Mr. Park” and, collectively with PWAM and PWIMF, the
“Reporting Persons”) is the sole member and manager of PWAM.   As of December 14, 2017, PWIMF held
1,819,162 shares of Common Stock and PWPI held 221,358 shares of Common Stock. As a result
of the foregoing, for purposes of Reg. Section 240.13d-3, PWAM and Mr. Park may be deemed to beneficially own 2,040,520 shares
of Common Stock, or approximately 9.8% of the shares of Common Stock deemed to be issued and outstanding as of December 14, 2017,
and PWIMF is deemed to beneficially own 1,819,162 shares of Common Stock, or approximately 8.8% of the shares of Common Stock
deemed to be issued and outstanding as of December 14, 2017.