0001193125-06-165986 Sample Contracts

Shares INNERWORKINGS, INC. COMMON STOCK, PAR VALUE $0.0001 UNDERWRITING AGREEMENT

Underwriting Agreement • August 8th, 2006 • Innerworkings Inc • Service industries for the printing trade • New York

• Contract Type
  Underwriting Agreement
• Filed
  August 8th, 2006
• Company
  Innerworkings Inc
• Industry
  Service industries for the printing trade
• Jurisdiction
  New York

The undersigned understands that Morgan Stanley & Co. Incorporated (“Morgan Stanley”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with InnerWorkings, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters, including Morgan Stanley (the “Underwriters”), of shares (the “Shares”) of the Common Stock, par value $0.001 per share, of the Company (the “Common Stock”).

FORM OF INDEMNIFICATION AGREEMENT

Indemnification Agreement • August 8th, 2006 • Innerworkings Inc • Service industries for the printing trade • Delaware

• Contract Type
  Indemnification Agreement
• Filed
  August 8th, 2006
• Company
  Innerworkings Inc
• Industry
  Service industries for the printing trade
• Jurisdiction
  Delaware

This Indemnification Agreement (“Agreement”) is made as of this day of , 200 by and between InnerWorkings, Inc., a Delaware corporation (the “Company”), and the undersigned officer, director or employee of the Company (“Indemnitee”).