Mobile Messaging M&A: Consolidation in Mobile Messaging Space

Forward-looking Statements

This release contains forward-looking statements which are subject to substantial risks, uncertainties and assumptions. Accordingly, you should not place undue reliance on these forward-looking statements. Forward-looking statements include any statement that does not directly relate to any historical or current fact and often include words such as "believe," "expect," "anticipate," "intend," "plan," "estimate," "seek," "will," "may" or similar expressions. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including: our financial performance and our ability to achieve, sustain or increase profitability or predict financial results; our ability to attract and retain customers; our ability to deliver high-quality customer service; lack of demand growth for enterprise work management applications; our ability to effectively manage our growth; our ability to consummate and integrate acquisitions and mergers; maintaining our senior management and key personnel; our ability to maintain and expand our direct sales organization; the performance of our resellers; our ability to adapt to changing market conditions and competition; our ability to successfully enter new markets and manage our international expansion; fluctuations in currency exchange rates; the operation and reliability of our third-party data centers and other service providers; and factors that could affect our business and financial results identified in Upland's filings with the Securities and Exchange Commission (the "SEC"), including Upland's most recent 10-K, filed with the SEC, and our recent Quarterly Report on Form 10-Q filed with the SEC on November 16, 2015. Additional information will also be set forth in Upland's future quarterly reports on Form 10-Q, annual reports on Form 10-K and other filings that Upland makes with the SEC. The forward-looking statements herein represent Upland's views as of the date of this press release and these views could change. However, while Upland may elect to update these forward-looking statements at some point in the future, Upland specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing the views of Upland as of any date subsequent to the date of this press release.

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Daniel Bernstein has worked in a number of roles over a twenty year career in high technology, most recently as the founder and CEO of Sandlot Games Corporation, a leading casual games publisher and developer. Having sold Sandlot Games to Digital Chocolate in 2011, Daniel started a games studio and a consulting practice where he advises larger companies such as RealNetworks and high growth businesses on product development, strategic initiatives, and M&A opportunities.

Prior to Sandlot Games, Daniel Bernstein held director level positions in companies such as Wild Tangent and Monolith. Daniel holds a BS in Computer Science and an MA in Music Composition from the University of Virginia.

Dan BernsteinVice President, Corum Group

Moderator

Agenda

• Introduction• Mobile Messaging Trend Report• Discussion• Q&A

Jay currently serves as Senior Vice President of Amdocs and General Manager of OpenMarket, a leading enterprise mobile engagement company. Prior to joining OpenMarket, Jay was President-Americas at mBlox where he led the successful market launch of SMS services into the US market. Jay was previously Senior Vice President of Operations for ATG, and previous to that he was Vice President of Sales and Marketing at New Edge Networks.

Jay has more than 20 years of multi-functional communications experience, including leadership positions at LightNetworks, Logix, and MCI. He also worked at Andersen Consulting (currently Accenture) and served 6 years as a United States Marine Officer. Jay has an MBA from American University and a BA from St. Anselm College.

Jay EmmetGeneral Manager, OpenMarket

Trend Report

Proprietary & Confidential to OpenMarket7

Supporting 4 of the Top 10 most respected global

brands1

40% of mobile messaging

vendors rely on OpenMarket2

Over 1 billion mobile messaging interactions each

month

Offices in Seattle, Detroit, London, Sydney & Pune

A division of Amdocs (NASDAQ: DOX)

Smart, interactive connectivity to over

200 countries

1 Harris Interactive 2014

2 Forrester Mobile Messaging Vendor Overview report 2013

For more than 15 years, OpenMarket has been a leading provider of mobile messaging solutions for enterprises to engage with their customers and employees

About OpenMarket

About Amdocs OpenMarket is a division of Amdocs. Amdocs is a leading provider of software and services for communications, media and entertainment industry service providers

Proprietary & Confidential to OpenMarket8

Global revenues of > $3 billion

20,000 employees globally

Trusted by 250+ enterprise

customers in 70 countries

Annual operating income of

> $650 million

Cash/Cash Equivalent/Short-Term

holdings > $1.1 billion

30 + years of industry expertise

Overview of Application-To-Person Mobile Messaging Market and Value Chain

Enterprises

ASP*

Aggregators Local Carriers Mobile Subscribers

* Application Service Provider

A2P Global Market Sizing & Forecast

10

A2P SMS Global Revenue

$55 Billion in 2013

$60 Billion in 2018

• P2P revenue in decline – switching to OTT• Revenue from each OTT message is forecast to be less that 1% of that from

SMS in 2019• OTT facing struggle to monetize

1,7621,7331,6881,6251,540

1,4361,315

1,174

2016F 2018F2017F20132012 2014F 2015F2011

A2P & P2A SMS Traffic – Worldwide (in Billion)

Analysts’ Market View

Mobile messaging is the most effective tool in initiating mobile moments to drive consumer engagement and financial results.

For the next 10 years, mobile will be the heart of customer engagement.

For enterprises to embrace mobile as a strategic advantage, they must be able to leverage the flexibility, scale, and economy that only a mobile engagement platform can provide.

The mobile phone is ubiquitous. It’s the most widely adopted device in recent history.

How Mobile Can Impact Business

• Service alerts & notifications

• Bill reminders• Surveys• Appointment

reminders, updates, confirmations

• Lower cost• Improve

customer experience

• Gain customer feedback

• Order alerts & updates

• Shipping notifications

• Workforce management & notification

• Lower cost• Differentiate

customer experience

• Optimized workforce

• Emergency notifications

• Timesheet reminders

• Company announcements

• Reduce turnover• Employee

welfare & safety• Streamline

communications• Employee

satisfaction

• User authentication

• Password reset• System &

network outage alerts

• Escalation management

• Mitigate risk• Ensure business

continuity• Customer loyalty

• Promotions• Special offers &

couponing• Satisfaction

surveys & feedback

• Increase revenue• Increase brand

awareness• Gain customer

insight

• Fraud prevention• Account

notifications & balance alerts

• Two-Factor authentication

• Reductions in fraud loss

• Increased customer loyalty

• Improved customer experience

• Reduced support costs

Panelists

Austin WoodyVice President, M&A and Corporate Development

Jed AlpertSr. VP and General Manager


Austin is the VP of M&A and Corporate Development at Upland, responsible for acquisition strategy, execution, and integration. Before Upland, Austin was the Director of Finance and Acquisitions at the Silverback Enterprise Group, completing eight successful acquisitions and leveraging these companies’ synergies to create two separate platforms: Upland Software (NASDAQ:UPLD) focused on SaaS Enterprise Work Management and Magnitude Software (Acq. by Audax Group) focused on Enterprise Information Management. Austin started his career at Deloitte in San Francisco/Bay Area. Austin served on Santa Clara University’s Board of Trustees and as the Chair of the Finance Committee on the Board of Directors for CRISPAZ. Austin earned a MA in Foreign Policy from the University of Texas at Austin and a BS in Accounting from Santa Clara University where he was awarded the university’s top male honor upon graduation.

+ Leading provider of cloud-based Enterprise Work Management software

+ Supporting over 2,000 customers and 235,000 global users

+ Public company

+ Headquartered in Austin, Texas

Overview

We provide Cloud Solutions across the enterprise enabling amazing customer outcomes in:

+ PROJECT & IT MANAGEMENT

+ WORKFLOW AUTOMATION

+ DIGITAL ENGAGEMENT

Upland Software

Project & ITManagement

Workflow Automation

Digital Engagement

• Lean Six Sigma/Process Excellence

• Project & Portfolio Management• Professional Services

Automation• Risk Management• IT Governance• IT Cost Management• New Product Development PPM• Time & Expense Management

• Enterprise Content Management• Accounts Payable/Receivable

Automation• Human Resources Automation• Healthcare Records Management• Contract Process Automation• Education Workflow Automation• Government Document Management• Electronic Kanban• Collaborative Supply Portal

• Application-to-Person Mobile Messaging

• Mobile & Text Marketing• Web Content Management• Website Visitor Analytics &

Reporting

Upland Product Family


Jed is Senior Vice President and General Manager of Mobile Commons by Upland Software. Prior to successfully selling Mobile Commons to Upland Software in 2014, Jed co-founded and was the Chief Executive Officer of the mobile messaging platform. He is considered one of the foremost authorities on application-to-person mobile communications strategy. He and his work have been featured in the New York Times, the Wall Street Journal, the Washington Post, the New Yorker, Fast Company, MSNBC and many more. He has guest lectured at the Kennedy School of Government and New York University, and has recently been a featured speaker at the Nonick International Conference on Internet Trends, the Nonprofit Technology Conference, the National Conference on Media Reform and more. Additionally, he is a frequent participant in Aspen Institute forums and Ford Foundation events. He is the author of the book “The Mobile Marketing Revolution: How Your Brand Can Have a One-to-One Conversation with Everyone.”

Jed previously served as the President of Sunshine Amalgamedia where he developed syndication sponsorship models that paired up-and-coming directors with nationally branded sponsorship and multiple distribution networks. Sunshine partners, clients, and customers have included Microsoft, Oracle, and Scripps Howard. Additionally, Jed created marketing and sponsorship programs for clients such as Justin Timberlake, Britney Spears, Pepsi and Samsung.

Prior to joining Sunshine, Jed worked as an attorney, focusing his practice on entertainment and media law. He was a partner at Rudolph and Beer, and an associate at Paul Weiss. Jed has produced numerous feature films including Sunday, winner of the 1997 Sundance Film Festival Grand Jury Prize and the Waldo Salt Screenwriting Award. He is on the board of Eyebeam, the Harmony Institute, and Health Foundation for the Americas. He was previously on the board of Riverkeeper and has advised numerous film, arts and cultural organizations.



Panelists

VC Funding Trends: SMS Companies

6

50

16

33

3

86

22

47

1922

43

222024

1217

21

30

20

0

1

2

3

4

5

6

7

8

9

10

$10M

$20M

$0M

$30M

$80M

$100M

$70M

$60M

$50M

$40M

$90M

Deal Count

20122011 201520142013

Funding in $Ms-30%

2016

Deal Count

Funding in $M’s

Data provided from CB Insights

Trends Contributing to Industry Consolidation

- VC spending is slowing, especially for early stage rounds

- Elastic pricing- Commoditized cost drivers have

material scale benefits- Vendor risk for subscale

businesses

Financial:- Fragmented, competitive

landscape of subscale players with stalling growth

- Easily transferrable technology- Technology differentiators are

driven by diversity of integrations and workflow configuration

Strategic/Operational:

Benefits of Consolidation

• Reliability• Scalability• R&D • Diversity of integrations & use cases• Vendor relations

M&A & Exit Trends: SMS Companies

0123456789

1011121314151617

4

2015

2

56

2016

34

01

32

0

20122011

23

0

20142013

5

3

10

1 1

Trailing 4 Qtrs Exit Trending

M&A Transaction CountIPO Transaction Count

Data provided from CB Insights



Panelists

Daniel Bernstein has worked in a number of roles over a twenty year career in high technology, most recently as the founder and CEO of Sandlot Games Corporation, a leading casual games publisher and developer. Having sold Sandlot Games to Digital Chocolate in 2011, Daniel started a games studio and a consulting practice where he advises larger companies such as RealNetworks and high growth businesses on product development, strategic initiatives, and M&A opportunities.

Prior to Sandlot Games, Daniel Bernstein held director level positions in companies such as Wild Tangent and Monolith. Daniel holds a BS in Computer Science and an MA in Music Composition from the University of Virginia.

Dan BernsteinVice President, Corum Group

Moderator

Market Consolidation Considerations

• Reassess• Look for blue ocean

• Reposition • Maximize opportunities where others are not

• Acquire • Go big

• Sell • Join Forces

Q&AWe welcome your questions!

• Use Q&A window on left side• Submit to queue at any time• If your questions in not answered, we will attempt to

follow up after the event

Contact UsFor further information or copies of today’s presentation:

Visit www.wfs.comor

Email Dan Bernstein: [email protected]