X0206 3 2018-10-02 0 0001627475 Upwork Inc. UPWK 0001753662 Brown Hayden C/O UPWORK INC. 441 LOGUE AVENUE MOUNTAIN VIEW CA 94043 0 1 0 0 SVP, Product & Design Common Stock 331656 D Employee Stock Option (right to buy) 1.52 2021-12-14 Common Stock 6125 D Employee Stock Option (right to buy) 3.04 2023-07-24 Common Stock 20965 D Employee Stock Option (right to buy) 2.76 2024-04-06 Common Stock 120597 D Employee Stock Option (right to buy) 3.67 2024-12-18 Common Stock 15642 D Employee Stock Option (right to buy) 3.58 2025-04-22 Common Stock 85693 D Employee Stock Option (right to buy) 3.03 2025-12-22 Common Stock 51668 D Employee Stock Option (right to buy) 3.68 2027-09-25 Common Stock 594120 D The stock option is fully vested and immediately exercisable. The stock option vested and shall continue to vest with respect to varying amounts between 1,788 and 1,790 shares on the last day of each month beginning in April 2014 and ending in December 2015, varying amounts between 1,584 and 1,586 shares on the last day of each month beginning January 2016 and ending in June 2017, 2,750 shares on the last day of each month beginning in July 2017 and ending in February 2019, and 1,282 shares on the last day of March 2019, subject to the continuing employment of the Reporting Person on each vesting date. The stock option vested and became exercisable,and shall continue to vest and become exercisable, at a rate of 1/60th of the shares each month following the December 19, 2014 vesting commencement date, subject to the continuing employment of the Reporting Person on each vesting date. The stock option vested and shall continue to vest at a rate of 1/60th of the shares each month following the April 15, 2015 vesting commencement date, subject to the continuing employment of the Reporting Person on each vesting date. The stock option contains an early-exercise provision and is exercisable as to unvested shares, subject to the Issuer's right of repurchase. The stock option vested and became exercisable, and shall continue to vest and become exercisable, at a rate of 1/60th of the shares each month following the January 1, 2016 vesting commencement date, subject to the continuing employment of the Reporting Person on each vesting date. The stock option vested and became exercisable, and shall continue to vest and become exercisable, at a rate of 1/60th of the shares each month following the September 26, 2017 vesting commencement date, subject to the continuing employment of the Reporting Person on each vesting date. /s/ Jacob McQuown, Attorney-in-Fact 2018-10-02