X0306 4 2019-02-11 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 Restricted Stock Units 0 2019-02-11 4 A 0 31023 0 A Common Stock 31023 31023 D Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's common stock. The RSUs will vest in equal quarterly installments over three years beginning on January 18, 2021, subject to the continuing employment of the Reporting Person on each vesting date. Shares of the Issuer's common stock will be delivered to the Reporting Person following vesting. /s/ Jacob McQuown, Attorney-in-Fact 2019-02-13