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

401 Congress Avenue, Suite 1850

Austin, Texas 78701 

This report on
Schedule 13G (this “Schedule 13G”), is being jointly filed by (i) Park West Asset Management LLC (“PWAM”),
a Delaware limited liability company and the investment manager to (a) Park West Investors Master Fund, Limited (“PWIMF”),
a Cayman Islands exempted company that is the holder of 1,819,162
shares of common stock, $0.0001 par value per share (“Common Stock”), of the Company and (b) Park West Partners
International, Limited (“PWPI” and, collectively with PWIMF, the “PW Funds”), a Cayman Islands exempted
company that is the holder of 221,358 shares of Common Stock; (ii) PWIMF; and (iii) Peter S. Park, as the sole member and manager
of PWAM (“Mr. Park” and, collectively with PWAM and PWIMF, the “Reporting Persons”).

The 2,040,520 shares
of Common Stock of the Company held in the aggregate by the PW Funds, which constitute approximately 9.8% of the shares of Common
Stock of the Company deemed to be issued and outstanding as of the date hereof, may be deemed to be beneficially owned (x) indirectly
by PWAM, as the investment manager to the PW Funds, and (y) indirectly by Mr. Park, as the managing member of PWAM.

The address for each of the Reporting
Persons is c/o Park West Asset Management LLC, 900 Larkspur Landing Circle, Suite 165, Larkspur, California 94939.

PWAM is organized under the laws of the State of Delaware. PWIMF
is organized under the laws of the Cayman Islands. Mr. Park is a citizen of the United States.