Upwork Inc. Business Finance Contracts & Agreements

Form of 0.25% Convertible Senior Notes due 2026 (included in Exhibit 4.1) (Filed With SEC on August 10, 2021)

Indenture, dated as of August 10 (Filed With SEC on August 10, 2021)

Stock Option Agreement, dated January 18, 2021, by and between Upwork Inc. and Hayden Brown (Filed With SEC on May 4, 2021)

Fifth Amendment to Loan and Security Agreement, dated February 8, 2021, by and between Upwork Inc. and Silicon Valley Bank (Filed With SEC on May 4, 2021)

Fourth Amendment to Loan and Security Agreement, dated August 13, 2020, by and between Upwork Inc. and Silicon Valley Bank (Filed With SEC on November 4, 2020)

Third Amendment to Loan and Security Agreement, dated March 18, 2019, by and between Upwork and Silicon Valley Bank (Filed With SEC on May 8, 2019)

Loan and Security Agreement, dated September 19, 2017, by and between the Registrant and Silicon Valley Bank, as amended (Filed With SEC on September 21, 2018)

Form of Underwriting Agreement (Filed With SEC on September 21, 2018)

Form of Common Stock certificate (Filed With SEC on September 6, 2018)

Loan and Security Agreement, dated September 19, 2017, by and between the Registrant and Silicon Valley Bank, as amended (Filed With SEC on September 6, 2018)

Amended and Restated Investors Rights Agreement, dated August 19, 2014, by and among the Registrant and certain security holders of the Registrant, as amended (Filed With SEC on September 6, 2018)

2018 Employee Stock Purchase Plan, to be effective on the date of this registration statement, and enrollment forms thereunder (Filed With SEC on September 6, 2018)

oDesk 2004 Stock Plan, as amended, and forms of equity agreements thereunder (Filed With SEC on September 6, 2018)

Warrant, dated May 1, 2018, by and between the Registrant and Tides Foundation (Filed With SEC on September 6, 2018)

Warrant, dated September 26, 2013, by and between Elance, Inc. and Silver Lake Waterman Fund, L.P (Filed With SEC on September 6, 2018)