On May 28, 2019 Upland Software, Inc., a Delaware corporation (the “Company” or “Upland”), issued a press release announcing the May 24, 2019 completion of its acquisition of Daily Inches, Inc., d/b/a Kapost, a Delaware corporation (“Kapost”), to an Agreement and Plan of Merger dated May 23, 2019, by and among Upland, Kapost, Hammerhead Acquisition Corporation, a wholly owned subsidiary of the Company (the “Merger Sub”), and Epic Start Consulting, LLC, a Colorado limited liability company, solely in its capacity as Stockholder Representative (the “Merger Agreement”). to the Merger Agreement and the Delaware General Corporation Law, MergerSub merged with and into Kapost with Kapost continuing as the surviving company of the Merger and a wholly owned subsidiary of the Company.

The purchase price paid for Kapost was $45.0 million in cash at closing and a $5.0 million cash holdback payable in 12 months (subject to indemnification claims).

Item 8.01 Other Events

On May 28, 2019, the Company issued a press release announcing the acquisition of Kapost. A copy of the press release is included as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d)> Exhibits.

* Portions of this exhibit have been omitted in accordance with Item 601 of Regulation S-K.

Upland Software, Inc. Exhibit
EX-10.1 2 projecthammerhead-mergerag.htm EXHIBIT 10.1 – MERGER AGREEMENT Exhibit Exhibit 10.1[*] Indicates that certain information in this exhibit has been excluded because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.AGREEMENT AND PLAN OF MERGERBY AND AMONGUPLAND SOFTWARE,…
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About UPLAND SOFTWARE, INC. (NASDAQ:UPLD)

Upland Software Inc. is a provider of cloud-based enterprise work management software. The Company provides a family of cloud-based enterprise work management software applications for the information technology, process excellence, finance, professional services and marketing functions within organizations. Its software applications serve a range of enterprise work management needs, from strategic planning to task execution. It services customers ranging from corporations and Government agencies to small- and medium-sized businesses. Its customers operate in a range of industries, including financial services, retail, technology, manufacturing, education, consumer goods, media, and telecommunications, Government, food and beverage, healthcare and life sciences, chemicals and travel and hospitality. The Company provides a family of cloud-based enterprise work management software applications under the Upland brand.