X0306 4 2020-11-10 0 0001627475 Upwork Inc. UPWK 0001829068 Vazquez-Ubarri Anilu C/O UPWORK INC. 2625 AUGUSTINE DRIVE, SUITE 601 SANTA CLARA CA 95054 1 0 0 0 Common Stock 2020-11-10 4 A 0 14265 0.00 A 14265 D Common Stock 2020-11-10 4 A 0 5349 0.00 A 19614 D Represents an award of restricted stock units ("RSUs"). Each RSU represents a contingent right to receive 1 share of the Issuer's common stock upon settlement. The RSUs vest as to 1/3 of the total number of shares on each of November 10, 2021 and November 10, 2022 and then 1/3 of the total number of shares vest on the earlier of (a) the date immediately prior to the Issuer's 2023 annual meeting of stockholders and (b) December 31, 2023, in each case subject to continued service through each vesting date. The RSUs fully vest on the earlier of (a) the date immediately prior to the Issuer's 2021 annual meeting of stockholders and (b) November 10, 2021, subject to continued service through such vesting date. /s/ Jacob McQuown, Attorney-in-Fact 2020-11-12