X0202 3 2006-08-15 0 0001350381 INNERWORKINGS INC INWK 0001237289 SANDELL SCOTT D 1119 ST. PAUL STREET BALTIMORE MD 21202 0 0 1 0 Common Stock 8127067 I See Note 1 The Reporting Person is a manager of NEA 11 GP, LLC, which is the sole general partner of NEA Partners 11, Limited Partnership ("NEA Partners 11"). NEA Partners 11 is the sole general partner of New Enterprise Associates 11, Limited Partnership ("New Enterprise Associates 11"), the beneficial owner of the securities. The Reporting Person disclaims ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, of the securities held by New Enterprise Associates 11, except to the extent of his pecuniary interest therein. In addition to the shares reported herein, NEA Ventures 2005, L.P. owns 7,117 shares of Common Stock of the Issuer. The Reporting Person does not have voting nor dispositive power over the shares. The Reporting Person disclaims beneficial ownership, within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, of such portion of those shares in which the Reporting Person has no actual pecuniary interest therein. Louis S. Citron, attorney-in-fact 2006-08-15