X0306 4 2019-05-03 0 0001627475 Upwork Inc. UPWK 0001753662 Brown Hayden C/O UPWORK INC. 441 LOGUE AVENUE MOUNTAIN VIEW CA 94043 0 1 0 0 Chief Marketing & Product Ofcr Restricted Stock Units 0 2019-05-03 4 A 0 61760 0 A Common Stock 61760 61760 D Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's common stock. 6.25% of the RSUs will vest on June 18, 2019, and the remainder will vest as to an additional 6.25% of the RSUs on each quarterly anniversary thereafter, subject to, on each vesting date, the Reporting Person's (i) continued employment with the Issuer and (ii) continued leadership of the Issuer's marketing and product departments. Shares of the Issuer's common stock will be delivered to the Reporting Person following vesting. /s/ Jacob McQuown, Attorney-in-Fact 2019-05-07