X0306 4 2020-10-01 1 0001350381 INNERWORKINGS INC INWK 0001406056 Bosshart John 203 NORTH LASALLE ST. SUITE 1800 CHICAGO IL 60601 0 1 0 0 Chief Accounting Officer Common Stock 2020-10-01 4 D 0 15472 D 0 D Common Stock (Restricted Stock Units) 2020-10-01 4 D 0 22581 D 0 D Common Stock (Restricted Stock Units) 2020-10-01 4 D 0 14735 D 0 D Common Stock (Restricted Stock Units) 2020-10-01 4 D 0 30055 D 0 D Common Stock (Restricted Stock Units) 2020-10-01 4 D 0 26380 D 0 D Restricted Stock Units 2020-10-01 4 D 0 46026 D Common Stock 46026 0 D Stock Appreciation Rights 3.39 2020-10-01 4 D 0 29469 D 2029-06-03 Common Stock 29469 0 D Pursuant to an Agreement and Plan of Merger, dated July 15, 2020 (the "Merger Agreement"), by and among HH Global Group Limited, a company registered in England and Wales ("Parent"), HH Finance Group Limited, a company registered in England and Wales, Project Idaho Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub") and InnerWorkings, Inc., a Delaware corporation (the "Registrant"), effective as of the effective time (the "Effective Time") of the merger of Merger Sub with and into the Registrant (the "Merger"), these shares of the Registrant's common stock were canceled and converted into the right to receive $3.00 in cash per share (the "Merger Consideration"). Pursuant to the terms of the Merger Agreement, in each case at the Effective Time, these restricted stock units were automatically fully vested and cancelled and, in exchange therefor, the reporting person became entitled to the right to receive an amount in cash equal to the product of (i) the number of shares subject to such restricted stock unit award multiplied by (ii) the Merger Consideration, reduced by the amount of any withholding taxes. Restricted stock units granted on September 7, 2018 that were to vest on September 7, 2021. Restricted stock units granted on June 3, 2019 that were to vest in four equal installments beginning on June 3, 2020. Restricted stock units granted on July 19, 2019 that were to vest on July 19, 2022. Restricted stock units granted on March 2, 2020 that were to vest as follows: (i) 25% on March 2, 2021; (ii) 25% on March 2, 2022; and (iii) 50% on March 2, 2023. Represents performance-based restricted stock units previously granted to the reporting person on June 3, 2019 and March 2, 2020 (and not previously reported). Pursuant to the terms of the Merger Agreement, in each case at the Effective Time, these performance-based restricted stock units were automatically fully vested and cancelled and, in exchange therefor, the reporting person became entitled to the right to receive a payment in cash of an amount equal to the product of (y) the Merger Consideration multiplied by (z) the number of Shares earned or deemed earned with respect to such award of performance based restricted stock units (with any performance conditions applicable to such award deemed to be achieved at the greater of (1) actual performance achieved as of the day immediately prior to the Effective Date and (2) the target level of performance, which in this case was at the target level of performance), reduced by the amount of any withholding taxes. Pursuant to the terms of the Merger Agreement, in each case at the Effective Time, these stock appreciation rights were automatically fully vested and cancelled and, in exchange therefor, the reporting person became entitled to the right to receive an amount in cash equal to the product of (i) the total number of shares subject to such stock appreciation right multiplied by (ii) the excess, if any, of (A) the Merger Consideration over (B) the grant price per share of such stock appreciation right, reduced by the amount of any withholding taxes. Stock appreciation rights in respect of 29,469 shares granted on June 3, 2019 that were to vest in four equal installments beginning on June 3, 2020. /s/ Oren B. Azar, by Attorney-in-Fact 2020-10-05