Common use of Reporting Covenants Required Complies Clause in Contracts

Reporting Covenants Required Complies. Monthly financial statements with Compliance Certificate Monthly within 30 days Yes No Annual financial statements (CPA Audited) Earlier of 120 days of FYE, or 10-K filing date Yes No Quarterly financial statements Earlier of 90 days of FQE, or 10-Q filing date Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No A/R & A/P Agings Monthly within 30 days Yes No Deferred Revenue Report Monthly within 30 days Yes No Detailed Debtor Listing Monthly within 30 days Yes No Borrowing Base Reports If Streamline Period in effect, monthly within 30 days; if Streamline Period not in effect, Friday of each week Yes No Board approved projections Within later of 60 days of Board approval or FYE, and as within 10 days of any amendment/update Yes No The following Intellectual Property was registered after the Effective Date or after the last delivery date of a Compliance Certificate (if no registrations, state “None”)____________________________________________________________________________

Reporting Covenants Required Complies. Monthly financial statements with Compliance Certificate Monthly within 30 days Yes No Annual financial statements (CPA Audited) Earlier of 120 days of FYE, or 10-K filing date Yes No Quarterly financial statements Earlier of 90 days of FQE, or 10-Q filing date Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No A/R & A/P Agings Monthly within 30 days Yes No Deferred Revenue Report Monthly within 30 days Yes No Detailed Debtor Listing Monthly within 30 days Yes No Borrowing Base Reports If Streamline Period in effect, monthly within 30 7 days; if Streamline Period not in effect, Friday of each week Yes No Board approved projections Within later of 60 days of Board approval or FYE, and as within 10 days of any amendment/update Yes No The following Intellectual Property was registered after the Effective Date or after the last delivery date of a Compliance Certificate (if no registrations, state “None”)____________________________________________________________________________

Reporting Covenants Required Complies. Monthly financial statements with Compliance Certificate Statement Monthly within 30 days Yes No Annual financial statements (CPA Audited) Earlier of 120 FYE within 180 days of FYE, or 10-K filing date Yes No Quarterly financial statements Earlier of 90 days of FQE, or 10-Q filing date Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No A/R & A/P Agings Monthly within 30 days Yes No Agings; Sell Through Report; Deferred Revenue Report Monthly within 30 days Yes No Detailed Debtor Listing Report; General Ledger Monthly within 30 days Yes No Borrowing Base Reports If Streamline Period in effect, monthly within 30 daysStatements; if Streamline Period not in effect, A/R Ledger Aging Report; Inventory Report Weekly on Friday of each week week*/ monthly within 7 days of month end, and on each Advance request Yes No Board 409(a) valuation report Within 30 days after completion Yes No Annual budget and board-approved projections Within later The earlier of 60 (a) January 31 of each year or (b) 15 days of after Board approval or FYE, and as within 10 days of any amendment/update Yes No Copies of Statements for [***] Monthly within 30 days Yes No *When Streamline Period is not in effect The following Intellectual Property not previously disclosed to Bank was registered after the Effective Date or after the last delivery date of a Compliance Certificate (if no registrations, state “None”)) ____________________________________________________________________________

Reporting Covenants Required Complies. Borrowing Base Reports After the occurrence of the Transition Event, Monthly within 30 days (when Streamline Period is in effect)/Weekly (when Streamline Period is not in effect), and with each Advance request Yes No A/R & A/P Agings (after Transition Event) Monthly within 30 days Yes No Monthly/Quarterly financial statements with Monthly within 30 days (prior to IPO)/Quarterly within 45 days (after IPO) Yes No Compliance Certificate Monthly within 30 days Yes No Annual financial statements (CPA Audited) Earlier of 120 FYE within 180 days (prior to IPO)/FYE within 12 days (after IPO) Yes No Annual Board-approved operating budgets and financial projections Within 30 days after Board approval and no later than within 60 days of FYE, or 10-K filing date Yes No Quarterly financial statements Earlier of 90 days of FQE, or 10-Q filing date FYE Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No A/R & A/P Agings Monthly 409A Valuation At least annually, and within 30 days after completion Yes No Deferred Revenue Report Monthly within 30 days Yes No Detailed Debtor Listing Monthly within 30 days Yes No Borrowing Base Reports If Streamline Period in effect, monthly within 30 days; if Streamline Period not in effect, Friday of each week Yes No Board approved projections Within later of 60 days of Board approval or FYE, and as within 10 days of any amendment/update Yes No The following Intellectual Property was registered after the Effective Date or after the last delivery date of a Compliance Certificate Performance to Plan (if no registrations, state “None”)Minimum Revenue) (prior to Transition Event) $ __________* $_________ Yes No Adjusted Quick Ratio (Prior to Transition Event) 1.15:1.0 :1.0 Yes No Minimum Cash (after Transition Event) $4,000,000.00 $___________________________________________________________________ Yes No The following financial covenant analyses and information set forth in Schedule 1 attached hereto are true and accurate as of the date of this Certificate.

Reporting Covenants Required Complies. Monthly or Quarterly financial statements with Compliance Certificate Monthly within 30 days when there are Advances outstanding; quarterly within 45 days when there areno Advances outstanding Yes No Annual financial statements statement (CPA Audited) Earlier of 120 with Compliance Certificate FYE within 90 days of FYE, or 10-K filing date Yes No Quarterly financial statements Earlier of 90 days of FQE10‑Q, or 10-Q filing date Yes No 10-Q, 10-K 10‑K and 8-K Within 5 days after filing with SEC Yes No Projections FYE within 90 days Yes No A/R Agings & A/P Agings Monthly Report Bi-weekly when a Streamline Period is not in effect and there are Advances outstanding; monthly within 30 days Yes No Deferred Revenue Report Monthly when a Streamline Period is in effect and there are Advances outstanding; quarterly within 30 45 days Yes No Detailed Debtor Listing Monthly within 30 days when there areno Advances outstanding Yes No Borrowing Base Reports If Bi-weekly when a Streamline Period is not in effect, effect and there are Advances outstanding; monthly within 30 days; if days when a Streamline Period not is in effect, Friday of each week Yes No Board approved projections Within later of 60 effect and there are Advances outstanding; quarterly within 45 days of Board approval or FYE, and as within 10 days of any amendment/update when there areno Advances outstanding Yes No The following Intellectual Property was registered (or a registration application submitted) after the Effective Date or after the last delivery date of a Compliance Certificate (if no registrations, state “None”)___________________________________________________________________________________________

Reporting Covenants Required Complies. Monthly financial Financial statements with Compliance Certificate Statement Monthly within 30 days Yes No Annual financial statements (CPA Audited) Earlier of 120 or if during a Reporting Streamline Period, quarterly within 30 days of FYE, or 10-K filing date Yes No Quarterly financial statements Earlier of 90 days of FQE, or 10-Q filing date Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No A/R & A/P Agings Monthly within 30 days Yes No Deferred Revenue Report Monthly within 30 days Yes No Detailed Debtor Listing Monthly or if during a Reporting Streamline Period, quarterly within 30 days Yes No Borrowing Base Reports If Streamline Period in effect, monthly Statement Monthly within 30 days; days or if during a Reporting Streamline Period not in effectPeriod, Friday of each week quarterly within 30 days Yes No Board approved projections Within later of FYE within 60 days of Board approval or FYE, and as amended/updated Yes No Recurring revenue cohort report Quarterly within 10 30 days Yes No Marketplace Receivables Report prior to and in connection with each request for an Advance in respect of any amendment/update Marketplace Receivables, a Marketplace Receivables Report Yes No Upwork Escrow Inc. transactions report on the tenth Business Day following an Advance in respect of Marketplace Receivables, a report, in form and substance reasonably acceptable to Bank, detailing Marketplace Receivables collection activity that was record by Upwork Escrow Inc. during the week immediately following the week in which such Advance took place Yes No The following Intellectual Property was registered after the Effective Date or after the last delivery date of a Compliance Certificate (if no registrations, state “None”)____________________________________________________________________________

Reporting Covenants Required Complies. Monthly financial statements with Compliance Certificate Monthly within 30 days Yes No Annual financial statements (CPA Audited) Earlier of 120 FYE within 180 days of FYE, or 10-K filing date Yes No Quarterly financial statements Earlier of 90 days of FQE, or 10-Q filing date Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No A/R & A/P Agings Monthly within 30 days Yes No Agings, Deferred Revenue Report Monthly within 30 days Yes No Detailed Debtor Listing report, purchase order backlog report and general ledger Monthly within 30 days Yes No Borrowing Base Reports If Streamline Period in effect, and detailed accounts receivable ledger and any schedules related thereto and including any other information requested by Bank with respect to Borrower’s Accounts (i) with each request for an Advance; (ii) weekly within 7 days when there are outstanding Advances; and (iii) monthly within 30 days; if Streamline Period not in effectdays when there an no outstanding Advances Yes No Bookings Report Quarterly, Friday of each week within 30 days Yes No Board approved projections Within later Annually, within the earlier of 60 (i) 30 days of after Board approval approval; or FYE, and as within 10 (ii) 30 days of any amendment/update after FYE Yes No [The following Intellectual Property was registered after the Effective Date or after the last delivery date of a Compliance Certificate (if no registrations, state “None”)____________________________________________________________________________]

Reporting Covenants Required Complies. Monthly financial statements with Compliance Certificate Statement Monthly within 30 days of month end Yes No Annual financial statements (CPA Audited) Earlier of 120 FYE within 180 days of FYE, or 10-K filing date Yes No Quarterly financial statements Earlier of 90 days of FQE, or 10-Q filing date Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No A/R & A/P Agings Agings; Sell Through Report; Deferred Revenue Report; General Ledger Monthly within 30 days of month end Yes No Deferred Revenue Borrowing Base Statements; A/R Ledger Aging Report Friday of each week* / monthly within 7 days of month end; and on each Advance request Yes No Inventory Report and Inventory Transaction Report Friday of each week* /monthly within 7 days of month end; Yes No 409(a) valuation report Within 30 days after completion Yes No Annual budget and board-approved projections The earlier of (a) January 31 of each year or (b) 15 days after Board approval Yes No Copies of Statements for [***] Monthly within 30 days of month end Yes No Detailed Debtor Listing Monthly within 30 days Yes No Borrowing Base Reports If *when Borrower is not in Streamline Period in effect, monthly within 30 days; if Streamline Period not in effect, Friday of each week Yes No Board approved projections Within later of 60 days of Board approval or FYE, and as within 10 days of any amendment/update Yes No The following Intellectual Property not previously disclosed to Bank was registered after the Fifth Amendment Effective Date or after the last delivery date of a Compliance Certificate (if no registrations, state “None”)____________________________________________________________________________

Reporting Covenants Required Complies. Monthly financial statements with Compliance Certificate Statement Monthly within 30 days Yes No Annual financial statements (CPA Audited) Earlier of 120 FYE within 180 days of FYE, or 10-K filing date Yes No Quarterly financial statements Earlier of 90 days of FQE, or 10-Q filing date Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No A/R & A/P Agings Monthly within 30 days Yes No Deferred Revenue Report report (if applicable) Monthly within 30 days Yes No Accrued sales rebate schedule Monthly within 30 days Yes No Detailed Debtor Listing accrued accounts payable schedule Monthly within 30 days Yes No Borrowing Base Reports If Streamline Period in effect, monthly Statement (if Advances or Non-Formula Advances are outstanding) Monthly within 30 daysdays during Streamline Period; Weekly if Streamline Period not in effect, Friday of each week effect Yes No Board approved projections Within later of 60 30 days of Board approval or FYEYes No Net Cash ³ $10,000,000 WSJ Prime + 3.00% Yes No Yes Net Cash < $10,000,000* WSJ Prime + 4.00% Yes No No Non-Formula Loans Net Cash Non-Formula Applicable Rate Applies Non-Formula Loan Eligible Net Cash ³ $10,000,000 WSJ Prime + 4.50% Yes No Yes Net Cash < $10,000,000 WSJ Prime + 4.50% Yes No No Maintain at least, as indicated: Prior to July 31, 2018 $ 15,000,000 $ Yes No On July 31, 2018 and as within 10 days of any amendment/update thereafter $ 10,000,000 $ Yes No April 30, 2018 $ 20,498,600 $ Yes No July 31, 2018 $ 23,436,200 $ Yes No October 31, 2018 $ 26,288,800 $ Yes No January 31, 2019 $ 29,437,200 $ Yes No The following Intellectual Property was registered after financial covenant analyses and information set forth in Schedule 1 attached hereto are true and accurate as of the Effective Date or after the last delivery date of a this Compliance Certificate Statement. The following are the exceptions with respect to the statements above: (if If no registrationsexceptions exist, state “NoneNo exceptions to note.”)____________________________________________________________________________

Reporting Covenants Required Complies. Monthly financial statements with Compliance Certificate Statement Monthly within 30 days Yes No Quarterly financial statements with Compliance Statement Quarterly within 45 days Yes No Annual financial statements (CPA Audited) Earlier of 120 FYE within 180 days of FYE, or 10-K filing date Yes No Quarterly financial statements Earlier of 90 days of FQE, or 10-Q filing date Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No A/R & A/P Agings Monthly within 30 days Yes No Deferred Revenue Report Monthly within 30 days Yes No Agings; Detailed Account Debtor Listing listing; inventory sell-through report; general ledger Monthly within 30 days Yes No Borrowing Base Reports If Streamline Period in effect, monthly Statements Monthly within 30 days; if Streamline Period not in effect, Friday 7 days of each week month end Yes No Board Board-approved projections Within later Earlier of 60 (a) 30 days of after Board approval or FYE(b) January 31st of each year, and as within 10 amended/updated Yes No 409(a) Valuation Report Within 30 days of any amendment/update completion Yes No The following Intellectual Property was registered after the Effective Date or after the last delivery date of a Compliance Certificate (if no registrations, state “None”)) Streamline Period Actual StreamlinePeriod Applies Interest Rate forRevolving Line Net Cash > 1.00 $_____________________________________________________________________________ Yes Prime Rate + 0.75% No Prime Rate + 1.25%