X0306 4 2020-10-01 1 0001350381 INNERWORKINGS INC INWK 0001752290 Azar Oren B. 203 NORTH LASALLE ST. SUITE 1800 CHICAGO IL 60601 0 1 0 0 EVP and General Counsel Common Stock 2020-10-01 4 D 0 42983 D 0 D Common Stock (Restricted Stock Units) 2020-10-01 4 D 0 1776 D 0 D Common Stock (Restricted Stock Units) 2020-10-01 4 D 0 20270 D 0 D Common Stock (Restricted Stock Units) 2020-10-01 4 D 0 23009 D 0 D Common Stock (Restricted Stock Units) 2020-10-01 4 D 0 42994 D 0 D Restricted Stock Units 2020-10-01 4 D 0 78609 D Common Stock 78609 0 D Stock Appreciation Rights 3.39 2020-10-01 4 D 0 46018 D 2029-06-03 Common Stock 46018 0 D Stock Options (right to buy) 7.18 2020-10-01 4 D 0 14085 D 2024-06-13 Common Stock 14085 0 D Stock Options (right to buy) 6.68 2020-10-01 4 D 0 12121 D 2025-06-03 Common Stock 12121 0 D Stock Options (right to buy) 8.45 2020-10-01 4 D 0 14184 D 2026-06-06 Common Stock 14184 0 D Stock Options (right to buy) 11.10 2020-10-01 4 D 0 10811 D 2027-06-01 Common Stock 10811 0 D Stock Options (right to buy) 7.75 2020-10-01 4 D 0 10655 D 2028-09-07 Common Stock 10655 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"). The number of shares reported includes 901 shares of restricted stock granted on June 1, 2017 that were scheduled to vest on June 1, 2021. Pursuant to the terms of the Merger Agreement, in each case at the Effective Time, these shares of restricted stock were fully vested, cancelled and converted into the right to receive the Merger Consideration, reduced by any withholding taxes. 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 in four equal installments beginning on September 7, 2019. Restricted stock units granted on October 16, 2018 that were to vest on October 16, 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 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 October 12, 2018, 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 46,018 shares granted on June 3, 2019 that were to vest in four equal installments beginning on June 3, 2020. Pursuant to the terms of the Merger Agreement, in each case at the Effective Time, these stock options 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 option multiplied by (ii) the excess, if any, of (A) the Merger Consideration over (B) the exercise price per share of such stock option, reduced by the amount of any withholding taxes. Option for 14,085 shares granted on June 13, 2014 that were to vest in four equal installments beginning on June 13, 2015. Option for 12,121 shares granted on June 3, 2015 that were to vest in four equal installments beginning on June 3, 2016. Option for 14,184 shares granted on June 6, 2016 that were to vest in four equal installments beginning on June 6, 2017. Option for 10,811 shares granted on June 1, 2017 that were to vest in four equal installments beginning on June 1, 2017. Option for 10,655 shares granted on September 7, 2018 that were to vest in four equal installments beginning on September 7, 2019. /s/ Oren B. Azar 2020-10-05