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

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* This Schedule 13G is being jointly filed by (i) PWAM, a Delaware limited liability company and the investment manager to (a)
PWIMF, a Cayman Islands exempted company that is the holder of 1,819,162
shares of Common Stock and (b) PWPI, a Cayman Islands exempted company that is the holder of 221,358 shares of Common Stock; (ii)
PWIMF; and (iii) Mr. Park, as the sole member and manager of
PWAM.

The 2,040,520 shares of Common Stock held
in the aggregate by the PW Funds may be deemed to be beneficially owned (x) indirectly by PWAM, as the investment adviser to PWIMF
and PWPI, and (y) indirectly by Mr. Park, as the sole member and manager of PWAM. The foregoing beneficial ownership percentages
are based upon the 20,775,731 shares of Common Stock of 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.

Item 5.  Ownership of Five Percent or Less of a Class:
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following:  [   ]
Item 6.  Ownership of More Than Five Percent on Behalf of Another Person:
Not Applicable.
Item 7.  Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:
Not Applicable.
Item 8.  Identification and Classification of Members of the Group:
Not Applicable.
Item 9.  Notice of Dissolution of Group:
Not Applicable.
Item 10.  Certification:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were
not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose
or effect.

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