CHANGE IN CONTROL AND SEVERANCE AGREEMENTChange in Control and Severance Agreement • June 4th, 2018 • Upwork Inc. • Services-computer processing & data preparation • California
This Change in Control and Severance Agreement (the “Agreement”) is entered into by and between Hayden Brown (the “Executive”) and Upwork Inc., a Delaware corporation (the “Company”), on May 29, 2018 (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”).
441 LOGUE AVENUE LEASE AGREEMENT by and between 441 LOGUE AVENUE ASSOCIATES, LLC (“Landlord”) and ELANCE, INC. (“Tenant”)Lease Agreement • June 4th, 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”).
UPWORK INC. WARRANT TO PURCHASE COMMON STOCKUpwork Inc. • June 4th, 2018 • 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.
ContractUpwork Inc. • June 4th, 2018 • 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.
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:
