Attached files

file filename
EX-99.5 - EXHIBIT 99.5 - Upland Software, Inc.a995mfareviewopinion.htm
EX-99.4 - EXHIBIT 99.4 - Upland Software, Inc.a994qvid2017review.htm
EX-99.2 - EXHIBIT 99.2 - Upland Software, Inc.a992qvid2016audit.htm
EX-99.1 - EXHIBIT 99.1 - Upland Software, Inc.a991proformafinancials.htm
EX-23.1 - EXHIBIT 23.1 - Upland Software, Inc.a231mfaconsent.htm
8-K/A - 8-K/A - Upland Software, Inc.upld-form8xka.htm
Exhibit 99.3


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To the Board of Directors
Qvidian Corporation and Subsidiary
Chelmsford, Massachusetts

INDEPENDENT AUDITORS' REPORT

We have audited the accompanying consolidated financial statements of Qvidian Corporation and Subsidiary (collectively referred to as the "Company"), which comprise the consolidated balance sheet as of December 31, 2016, and the related consolidated statements of operations, comprehensive loss, changes in stockholders' deficit and cash flows for the year then ended, and the related notes to the consolidated financial statements.

Management's Responsibility for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

Auditors' Responsibility
Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditors' judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditors consider internal control relevant to the Company's preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Qvidian Corporation and Subsidiary as of December 31, 2016, and the results of their operations and their cash flows for the year then ended in accordance with accounting principles generally accepted in the United States of America.
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Moody, Famiglietti & Andronico, LLP
Tewksbury, Massachusetts
June 27, 2017

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