X0306 4 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 2018-10-02 4 M 0 7579 3.58 A 339235 D Common Stock 2018-10-02 4 M 0 6667 3.03 A 345902 D Employee Stock Option (right to buy) 3.58 2018-10-02 4 M 0 7579 0 D 2025-04-22 Common Stock 7579 78114 D Employee Stock Option (right to buy) 3.03 2018-10-02 4 M 0 6667 0 D 2025-12-22 Common Stock 6667 45001 D 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. /s/ Jacob McQuown, Attorney-in-Fact 2018-10-04