UPWORK INC. AND WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of August 10, 2021 0.25% Convertible Senior Notes due 2026Indenture • August 10th, 2021 • Upwork, Inc • Services-computer processing & data preparation • New York
INDENTURE dated as of August 10, 2021 between UPWORK INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and Wells Fargo Bank, National Association, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
INDEMNITY AGREEMENTIndemnity Agreement • September 6th, 2018 • Upwork Inc. • Services-computer processing & data preparation • Delaware
This Indemnity Agreement, dated as of [ ], 2018 is made by and between Upwork Inc., a Delaware corporation (the “Company”), and [ ], a director, officer or key employee of the Company or one of the Company’s subsidiaries or other service provider who satisfies the definition of Indemnifiable Person set forth below (the “Indemnitee”).
CHANGE IN CONTROL AND SEVERANCE AGREEMENTChange in Control and Severance Agreement • May 3rd, 2023 • Upwork, Inc • Services-computer processing & data preparation • California
This Change in Control and Severance Agreement (the “Agreement”) is entered into by and between Erica Gessert (the “Executive”) and Upwork Inc., a Delaware corporation (the “Company”), on April 25, 2023 (the “Effective Date”).
ELANCE-ODESK, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • June 4th, 2018 • Upwork Inc. • Services-computer processing & data preparation • California
This Amended and Restated Investors’ Rights Agreement (this “Agreement”) is made and entered into as of August 19, 2014, by and among Elance-oDesk, Inc., a Delaware corporation (the “Company”), each of the investors listed on Schedule A-1 hereto (each of which is referred to in this Agreement as an “ Investor”), each of the holders of Common Stock listed on Schedule B hereto (each of which is referred to in this Agreement as a “Common Holder”), and each holder of a Lender Warrant (as defined below) listed on Schedule A-2 hereto (each of which is referred to in this Agreement as a “Lender”).
Upwork Inc. [•] Shares Common Stock ($0.0001 par value) Underwriting AgreementUnderwriting Agreement • September 21st, 2018 • Upwork Inc. • Services-computer processing & data preparation • New York
ContractWarrant Agreement • September 6th, 2018 • Upwork Inc. • Services-computer processing & data preparation • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY STATE SECURITIES LAWS. NO SALE OR DISPOSITION MAY BE EFFECTED WITHOUT (i) EFFECTIVE REGISTRATION STATEMENTS RELATED THERETO, (ii) AN OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATIONS ARE NOT REQUIRED, (iii) RECEIPT OF NO-ACTION LETTERS FROM THE APPROPRIATE GOVERNMENTAL AUTHORITIES, OR (iv) OTHERWISE COMPLYING WITH THE PROVISIONS OF SECTION 8 OF THIS WARRANT.
441 LOGUE AVENUE LEASE AGREEMENT by and between 441 LOGUE AVENUE ASSOCIATES, LLC (“Landlord”) and ELANCE, INC. (“Tenant”)Lease Agreement • September 6th, 2018 • Upwork Inc. • Services-computer processing & data preparation
THIS LEASE AGREEMENT is made and entered into as of March 27, 2007, by and between 441 LOGUE AVENUE ASSOCIATES, LLC a Delaware limited liability company, (herein called “Landlord”), and ELANCE, INC., a Delaware corporation, (herein called “Tenant”).
ELANCE-ODESK, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • September 6th, 2018 • Upwork Inc. • Services-computer processing & data preparation • California
This Amended and Restated Investors’ Rights Agreement (this “Agreement”) is made and entered into as of August 19, 2014, by and among Elance-oDesk, Inc., a Delaware corporation (the “Company”), each of the investors listed on Schedule A-1 hereto (each of which is referred to in this Agreement as an “ Investor”), each of the holders of Common Stock listed on Schedule B hereto (each of which is referred to in this Agreement as a “Common Holder”), and each holder of a Lender Warrant (as defined below) listed on Schedule A-2 hereto (each of which is referred to in this Agreement as a “Lender”).
UPWORK INC. WARRANT TO PURCHASE COMMON STOCKWarrant Agreement • September 6th, 2018 • Upwork Inc. • Services-computer processing & data preparation • California
THIS CERTIFIES THAT, for value received, Tides Foundation (the “Holder”) is entitled to purchase, on the terms and subject to the conditions hereof, the number of shares of Common Stock, par value $0.0001 per share (the “Common Stock”), of Upwork Inc., a Delaware corporation (the “Company”), set forth below, at a per share purchase price of $0.01 (the “Exercise Price”), subject to adjustment as provided herein.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • September 6th, 2018 • Upwork Inc. • Services-computer processing & data preparation • Delaware
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of September 19, 2017 (the “Effective Date”) between (a) SILICON VALLEY BANK, a California corporation (“Bank”), and (b) UPWORK INC., a Delaware corporation, ELANCE, INC., a Delaware corporation, UPWORK GLOBAL INC., a California corporation, and UPWORK TALENT GROUP INC., a Delaware corporation (each and together, jointly and severally, “Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
May 2, 2023Separation Agreement • August 2nd, 2023 • Upwork, Inc • Services-computer processing & data preparation • Illinois
On behalf of the entire Board of Directors, thank you for your service to Upwork Inc. (the “Company”) and for your tenure as Chief Sales Officer and the interim leader of our Enterprise Business Unit. You and the Company have mutually agreed to end your employment relationship with the Company and the Board of Directors has requested to retain your services for a period of time to assist with an orderly transition.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • June 4th, 2018 • Upwork Inc. • Services-computer processing & data preparation • Delaware
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of September 19, 2017 (the “Effective Date”) between (a) SILICON VALLEY BANK, a California corporation (“Bank”), and (b) UPWORK INC., a Delaware corporation, ELANCE, INC., a Delaware corporation, UPWORK GLOBAL INC., a California corporation, and UPWORK TALENT GROUP INC., a Delaware corporation (each and together, jointly and severally, “Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 4th, 2020 • Upwork Inc. • Services-computer processing & data preparation
This Fourth Amendment to Loan and Security Agreement (this “Amendment”) is entered into this 13th day of August, 2020 by and between (a) SILICON VALLEY BANK, a California corporation (“Bank”), and (b) UPWORK INC., a Delaware corporation, ELANCE, INC., a Delaware corporation, UPWORK GLOBAL INC., a California corporation, and UPWORK TALENT GROUP INC., a Delaware corporation (each and together, jointly and severally, “Borrower”).
August 4, 2020 Brian KinionSeparation Agreement • November 4th, 2020 • Upwork Inc. • Services-computer processing & data preparation • California
On behalf of the entire Board of Directors, thank you for your service to Upwork Inc. (the “Company”) and for your tenure as Chief Financial Officer. You and the Company have mutually agreed to end your employment relationship with the Company and the Board of Directors has requested to retain your services for a period of time to assist with an orderly transition.
TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 4th, 2021 • Upwork, Inc • Services-computer processing & data preparation
This Fifth Amendment to Loan and Security Agreement (this “Amendment”) is entered into this 8th day of February, 2021 by and between (a) SILICON VALLEY BANK, a California corporation (“Bank”), and (b) UPWORK INC., a Delaware corporation, ELANCE, INC., a Delaware corporation, UPWORK GLOBAL INC., a California corporation, and UPWORK TALENT GROUP INC., a Delaware corporation (each and together, jointly and severally, “Borrower”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • September 21st, 2018 • Upwork Inc. • Services-computer processing & data preparation • Delaware
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of September 19, 2017 (the “Effective Date”) between (a) SILICON VALLEY BANK, a California corporation (“Bank”), and (b) UPWORK INC., a Delaware corporation, ELANCE, INC., a Delaware corporation, UPWORK GLOBAL INC., a California corporation, and UPWORK TALENT GROUP INC., a Delaware corporation (each and together, jointly and severally, “Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
Advisor AgreementAdvisor Agreement • March 2nd, 2020 • Upwork Inc. • Services-computer processing & data preparation • California
This letter agreement (the “Advisor Agreement”) is to confirm our understanding with respect to your role as a special advisor to Upwork Inc. (the “Company”). The following terms are hereby made effective as of the date first written above (the “Effective Date”):
THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 8th, 2019 • Upwork Inc. • Services-computer processing & data preparation
This Third Amendment to Loan and Security Agreement (this “Amendment”) is entered into this 18th day of March, 2019 by and between (a) SILICON VALLEY BANK, a California corporation (“Bank”), and (b) UPWORK INC., a Delaware corporation, ELANCE, INC., a Delaware corporation, UPWORK GLOBAL INC., a California corporation, and UPWORK TALENT GROUP INC., a Delaware corporation (each and together, jointly and severally, “Borrower”).
SUBLEASESublease • May 8th, 2019 • Upwork Inc. • Services-computer processing & data preparation • California
THIS SUBLEASE ("Sublease") is dated for reference purposes only as of February 25, 2019, and is made by and between VERITAS TECHNOLOGIES LLC, a Delaware limited liability company ("Sublessor"), and UPWORK INC., a Delaware corporation ("Sublessee"). Sublessor and Sublessee hereby agree as follows:
December 8, 2019 Stephane KasrielTransition Agreement • March 2nd, 2020 • Upwork Inc. • Services-computer processing & data preparation • California
On behalf of the entire Board of Directors, thank you for your service to Upwork Inc. (the “Company”) and for your tenure as President and Chief Executive Officer. You have requested to resign after over seven years of service and the Board of Directors has requested to retain your services for a period of time to assist with an orderly transition.
