INNERWORKINGS, INC.


600 West Chicago Avenue


Suite 850


Chicago, Illinois 60654


 


 


April 18, 2014


Mr. Daniel Friedberg


Sagard Capital Partners, L.P.


325 Greenwich Avenue


Greenwich, Connecticut 06830


 


Dear Dan:


 


As discussed, the Nominating
and Corporate Governance Committee (the “Committee”) of the Board of Directors (the “Board”)
of InnerWorkings, Inc. (the “Company”) has completed its consideration of your qualifications to serve as a
member of the Board. The members of the Committee and the other directors are very impressed with your qualifications and experience,
your expressed commitment to devote the time and effort required of members of the Board and to act in the best interests of all
of the Company’s stockholders, and believe that, as a member of the Board, you will make significant contributions to the
future success of the Company.


 


Accordingly, I am pleased
to confirm, on behalf of the Board, that the Committee intends to formally approve your nomination to the Board, and the Board
intends to formally elect you to the Board, at the upcoming April 21, 2014 telephonic meeting of the Committee and Board, subject
to your affirmation of the following understandings and agreements:


 


		1.	Corporate Governance Guidelines. As discussed, your nomination to the Board is based on
your personal qualifications and anticipated contributions to the Company as a member of the Board, and not primarily upon your
experience and affiliation with Sagard Capital Partners, L. P. (“Sagard”) or Sagard’s ownership interest in the
Company. However, because you are affiliated with Sagard, a large institutional stockholder of the Company, the Board believes
that a reduction in Sagard’s ownership interest to less than 10% of the Company’s outstanding common stock (“Common
Stock”), resulting from the sale or other disposition of Common Stock by Sagard, (rather than from passive dilution of Sagard’s
ownership interest due to any change in outstanding shares of Common Stock, etc.), would equate to a “professional change”
under the Board’s existing Corporate Governance Guidelines, which in turn would require you to promptly tender your resignation
to the Board. Under the Guidelines, the Board will then review the continued appropriateness of your Board service and determine
whether the resignation should be accepted.



  


		2.	Confidentiality. In your capacity as a director, you will be provided with confidential
information concerning the business and affairs of the Company. You acknowledge the confidential and proprietary nature of such
information and agree that during your tenure as a director of the Company and after such tenure ends, you shall keep such confidential
information strictly confidential and not disclose the confidential information to any person or entity, including Sagard, without
the prior written consent of the Company, except to the extent required by applicable legal process or requested by applicable
legal authority or stock exchange. Notwithstanding the foregoing, the Company consents to your disclosure of confidential information
to Sagard subject to the terms of the confidentiality agreement entered into separately between Sagard and the Company in connection
with your nomination.






 






    	 



    	 



    

 


		3.	Trading Restrictions. During your service as a director of the Company and until the expiration
of any blackout period in effect on the date on which your tenure as a director of the Company ends (the “Restricted Period”),
you agree to abide by the provisions of the Company’s Insider Trading Policy (the “Policy”), including
the blackout period restrictions. In addition, in order to avoid any appearance of misappropriation of material non-public information,
Sagard also agrees to abide by the provisions of the Policy, including the blackout period restrictions, during the Restricted
Period. Any sales of the Common Stock by you or Sagard during the Restricted Period shall be made pursuant to a Rule 10b5-1 plan
approved by the Company’s General Counsel and solely with respect to your personal sales additionally approved by the Board.



 


		4.	Compensation. To avoid any conflict of interest with Sagard and the Company, Sagard shall
not compensate you for your service as a director of the Company. You will be compensated for your service as a director of the
Company solely by the Company. You shall be compensated on the same basis as all other non-employee directors of the Company. Subject
to your election for an additional term at the Company’s annual meeting on June 13, 2014, your compensation will commence
with an equity grant typically granted to all non-employee directors after the Company’s annual meeting of stockholders on
June 13, 2014. You will not receive director compensation for the period from April 21, 2014 through June 13, 2014. In accordance
with Sagard’s internal policy, the Company understands and agrees that any equity grants issuable to you may instead be issued
to Sagard on your behalf at your request.



 


Upon your execution
and delivery of this letter to me, affirming the above understandings and agreements, your nomination to become a member of the
Company’s Board shall be placed on the agenda for the upcoming April 21, 2014 meeting of the Committee and Board.


 


In closing, I would
like to note that all of us sincerely look forward to your participation as a member of the Board.


 


	 	Very truly yours,
	 	 	 
	 	INNERWORKINGS, INC.
	 	 
	 	By:  	/s/ Ron Provenzano
	 	Name: Ron Provenzano
	 	Title: General Counsel


 


Agreed and Affirmed,


as of this 18th day of April, 2014:


 


	/s/ Daniel Friedberg	 	 
	Daniel Friedberg	 	 


 


Agreed and Affirmed solely with respect


to Sections 3 and 4 of this Letter Agreement,


as of this 18th day of April, 2014:


 


SAGARD CAPITAL PARTNERS, L.P.


 


	By:  	/s/ Daniel Friedberg	 	 
	Name: Daniel Friedberg	 	 
	Title: President