Exhibit 31.2
CERTIFICATION OF PERIODIC REPORT UNDER SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002
I, Michael D. Hill, certify that:
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| 1. | I have reviewed this Quarterly Report on Form 10-Q/A of Upland Software, Inc.; |
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| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
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| | | /s/ Michael D. Hill | |
| | | Michael D. Hill | |
| | | Chief Financial Officer | |
