X0306 4 2019-12-12 0 0001627475 Upwork Inc. UPWK 0001753662 Brown Hayden C/O UPWORK INC. 2625 AUGUSTINE DRIVE, SUITE 601 SANTA CLARA CA 95054 1 1 0 0 Chief Marketing & Product Ofcr Restricted Stock Units (RSU) 0 2019-12-12 4 A 0 870322 0 A Common Stock 870322 870322 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 March 18, 2020, 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 continued employment as Chief Executive Officer with the Issuer through 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 2019-12-16