X0306 4 2019-06-05 0 0001627475 Upwork Inc. UPWK 0001547434 Steele Gary C/O UPWORK INC. 2625 AUGUSTINE DRIVE, SUITE 601 SANTA CLARA CA 95054 1 0 0 0 Common Stock 2019-06-05 4 A 0 9174 0 A 18424 D Common Stock 2019-06-05 4 A 0 2140 0 A 20564 D Represents an award of restricted stock units ("RSUs"). The RSUs vest on the earlier of (a) the date of the Issuer's 2020 annual meeting of stockholders and (b) June 5, 2020, in each case subject to the continuing service of the Reporting Person through such date. Represents an award of RSUs. The RSUs vest quarterly over four quarters (with the first such vesting date occurring on September 30, 2019), 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 Issuer's 2020 annual meeting of 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. /s/ Jacob McQuown, Attorney-in-Fact 2019-06-07