X0306 4 2018-10-03 0 0001627475 Upwork Inc. UPWK 0001079457 LAYTON THOMAS C/O UPWORK INC. 441 LOGUE AVENUE MOUNTAIN VIEW CA 94043 1 0 0 1 Executive Chairman Common Stock 2018-10-03 4 A 0 2750 0 A 2750 D Common Stock 2018-10-03 4 A 0 7500 0 A 10250 D Common Stock 3562989 I See footnote Represents an award of restricted stock units ("RSUs"). The RSUs vest quarterly, over three quarters (with the first such vesting date occurring on December 31, 2018), subject to the continuing service of the Reporting Person on each vesting date. The final quarterly installment shall fully vest on the earlier of (a) the date of the first annual meeting of the Issuer's stockholders and (b) the date that is the last day of the last full quarter of the vesting of such award, in each case subject to the continuing service of the Reporting Person through such date. Represents an award of RSUs. The RSUs vest on the earlier of (a) the date of the first annual meeting of the Issuer's stockholders and (b) July 3, 2019, in each case subject to the continuing service of the Reporting Person through such date. Held directly by Thomas H. Layton or Gabrielle M. Layton, or their successors, as trustees of the Layton Community Property Trust dated November 29, 1999, as amended. /s/ Jacob McQuown, Attorney-in-Fact 2018-10-05