Upwork Inc. | Business Contracts

Description of Securities Registered Under Section 12 of the Exchange Act (Filed With SEC on February 16, 2023)

Transition and Separation Agreement, dated September 21, 2022, by and between Upwork Inc. and Jeff McCombs (Filed With SEC on October 26, 2022)

Lease Agreement, dated May 14, 2014, by and between Upwork and CLPF, as amended (Filed With SEC on February 15, 2022)

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

Advisory Agreement, dated December 8, 2019, by and between Upwork and Stephane Kasriel (Filed With SEC on March 2, 2020)

Description of Securities Registered Under Section 12 of the Exchange Act (Filed With SEC on February 15, 2022)

Form of Capped Call Transaction Confirmation (Filed With SEC on August 10, 2021)

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

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

Offer Letter, dated (Filed With SEC on February 24, 2021)

Description of Securities Registered Under Section 12 of the Exchange Act (Filed With SEC on February 24, 2021)

Transition Agreement, dated August 4, 2020, by and between Upwork Inc. and Brian Kinion (Filed With SEC on November 4, 2020)

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)

Change in Control and Severance Agreement, dated August 4, 2020, by and between Upwork Inc. and Jeff McCombs (Filed With SEC on November 4, 2020)

Offer Letter, dated (Filed With SEC on November 4, 2020)

Amended and Restated Offer Letter, dated May 29, 2018, by and between Upwork and Randoll Eric Gilpin (Filed With SEC on August 4, 2020)

Change in Control and Severance Agreement, dated May 29, 2018, by and between Upwork and Randoll Eric Gilpin (Filed With SEC on August 4, 2020)

Transition Agreement, dated December 8, 2019, by and between Upwork and Stephane Kasriel (Filed With SEC on March 2, 2020)

Amended and Restated Offer Letter, dated December 8, 2019, by and between Upwork and Hayden Brown (Filed With SEC on March 2, 2020)

Change in Control and Severance Agreement, dated December 8, 2019, by and between Upwork and Hayden Brown (Filed With SEC on March 2, 2020)

Description of Securities Registered Under Section 12 of the Exchange Act (Filed With SEC on March 2, 2020)

Offer Letter, dated June 17, 2019, by and between Upwork and Leela Srinivasan (Filed With SEC on August 7, 2019)

Offer Letter Addendum, dated May 3, 2019, by and between Upwork and Hayden Brown (Filed With SEC on August 7, 2019)

Upwork Performance Bonus Plan (Filed With SEC on May 8, 2019)

Sublease Agreement, dated February 25, 2019, by and between Upwork and Veritas Technologies LLC (Filed With SEC on May 8, 2019)

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)

Upwork Inc. (27)