InnerWorkings (INWK)

Acquisitions

In May 2008, we acquired etrinsic, a leading provider of print management and marketing services based in the United Kingdom. The acquisition price consisted of $6.9 million in cash paid in May 2008 and up to an additional $5.9 million in cash payable contingent upon the achievement of certain performance measures by etrinsic prior to April 30, 2011.

In July 2008, we acquired Marketing-Out-of-the-Box Inc., a provider of print services including the procurement and production management of printed and promotional products, located in Illinois. The acquisition price consisted of $6.9 million in cash paid in June 2008 and up to an additional $5.8 million in cash payable contingent on the achievement of certain performance measures by Marketing Out-of-the-Box Inc. by June 30, 2011.

In July 2008, we acquired MediaLink Creative Solutions, a provider of print services including the procurement and production management of printed and promotional products and related warehousing and fulfillment functions, located in Wisconsin. The acquisition price consisted of $7.4 million in cash paid in July 2008 and up to an additional $4.8 million in cash payable contingent on the achievement of certain performance measures by MediaLink Creative Solutions by July 31, 2011.

In August 2008, we acquired Mikam Graphics, a leader in the publishing industry that specializes in the procurement and management of printed and promotional products, located in New York. The acquisition price consisted of $13.0 million in cash paid in August 2008 and up to an additional $14.1 million in cash payable contingent on the achievement of certain performance measures by Mikam Graphics by July 31, 2011.

In October 2008, we acquired Origen Partners, a leading print management firm specializing in point of purchase displays, signage and other in-store merchandising materials, located in Georgia. The acquisition price consisted of $7.4 million in cash paid in October 2008 and up to an additional $14.0 million in cash payable contingent on the achievement of certain performance measures by Origen Partners by September 30, 2012. As a result of this acquisition, we broadened our geographic resources and added nine sales executives and their corresponding production teams.

2

Table of Contents

Acquisitions

In May 2008, we acquired etrinsic, a leading provider of print management and marketing services based in the United Kingdom. The acquisition price consisted of $6.9 million in cash paid in May 2008 and up to an additional $5.9 million in cash payable contingent upon the achievement of certain performance measures by etrinsic prior to April 30, 2011.

In July 2008, we acquired Marketing-Out-of-the-Box Inc., a provider of print services including the procurement and production management of printed and promotional products, located in Illinois. The acquisition price consisted of $6.9 million in cash paid in June 2008 and up to an additional $5.8 million in cash payable contingent on the achievement of certain performance measures by Marketing Out-of-the-Box Inc. by June 30, 2011.

In July 2008, we acquired MediaLink Creative Solutions, a provider of print services including the procurement and production management of printed and promotional products and related warehousing and fulfillment functions, located in Wisconsin. The acquisition price consisted of $7.4 million in cash paid in July 2008 and up to an additional $4.8 million in cash payable contingent on the achievement of certain performance measures by MediaLink Creative Solutions by July 31, 2011.

In August 2008, we acquired Mikam Graphics, a leader in the publishing industry that specializes in the procurement and management of printed and promotional products, located in New York. The acquisition price consisted of $13.0 million in cash paid in August 2008 and up to an additional $14.1 million in cash payable contingent on the achievement of certain performance measures by Mikam Graphics by July 31, 2011.

In October 2008, we acquired Origen Partners, a leading print management firm specializing in point of purchase displays, signage and other in-store merchandising materials, located in Georgia. The acquisition price consisted of $7.4 million in cash paid in October 2008 and up to an additional $14.0 million in cash payable contingent on the achievement of certain performance measures by Origen Partners by September 30, 2012. As a result of this acquisition, we broadened our geographic resources and added nine sales executives and their corresponding production teams.

2

Table of Contents

Acquisitions

In May 2008, we acquired etrinsic, a leading provider of print management and marketing services based in the United Kingdom. The acquisition price consisted of $6.9 million in cash paid in May 2008 and up to an additional $5.9 million in cash payable contingent upon the achievement of certain performance measures by etrinsic prior to April 30, 2011.

In July 2008, we acquired Marketing-Out-of-the-Box Inc., a provider of print services including the procurement and production management of printed and promotional products, located in Illinois. The acquisition price consisted of $6.9 million in cash paid in June 2008 and up to an additional $5.8 million in cash payable contingent on the achievement of certain performance measures by Marketing Out-of-the-Box Inc. by June 30, 2011.

In July 2008, we acquired MediaLink Creative Solutions, a provider of print services including the procurement and production management of printed and promotional products and related warehousing and fulfillment functions, located in Wisconsin. The acquisition price consisted of $7.4 million in cash paid in July 2008 and up to an additional $4.8 million in cash payable contingent on the achievement of certain performance measures by MediaLink Creative Solutions by July 31, 2011.

In August 2008, we acquired Mikam Graphics, a leader in the publishing industry that specializes in the procurement and management of printed and promotional products, located in New York. The acquisition price consisted of $13.0 million in cash paid in August 2008 and up to an additional $14.1 million in cash payable contingent on the achievement of certain performance measures by Mikam Graphics by July 31, 2011.

In October 2008, we acquired Origen Partners, a leading print management firm specializing in point of purchase displays, signage and other in-store merchandising materials, located in Georgia. The acquisition price consisted of $7.4 million in cash paid in October 2008 and up to an additional $14.0 million in cash payable contingent on the achievement of certain performance measures by Origen Partners by September 30, 2012. As a result of this acquisition, we broadened our geographic resources and added nine sales executives and their corresponding production teams.

2

Table of Contents

Acquisitions

Acquisitions

Acquisitions

In May 2008, we acquired etrinsic, a leading provider of print management and marketing services based in the United Kingdom. The acquisition price consisted of $7.5 million in cash paid in May 2008 and up to an additional $8.2 million in cash payable contingent upon the achievement of certain performance measures by etrinsic prior to April 30, 2011.

In July 2008, we acquired Marketing-Out-of-the-Box Inc., a provider of print services including the procurement and production management of printed and promotional products, located in Illinois. The acquisition price consisted of $6.8 million in cash paid in June 2008 and up to an additional $5.8 million in cash payable contingent on the achievement of certain performance measures by Marketing Out-of-the-Box Inc. by June 30, 2011.

In July 2008, we acquired MediaLink Creative Solutions, a provider of print services including the procurement and production management of printed and promotional products and related warehousing and fulfillment functions, located in Wisconsin. The acquisition price consisted of $7.3 million in cash paid in July

15

Table of Contents

2008 and up to an additional $4.8 million in cash payable contingent on the achievement of certain performance measures by MediaLink Creative Solutions by July 31, 2011.

In August 2008, we acquired Mikam Graphics, a leader in the publishing industry that specializes in the procurement and management of printed and promotional products, located in New York. The acquisition price consisted of $12.8 million in cash paid in August 2008 and up to an additional $14.1 million in cash payable contingent on the achievement of certain performance by Mikam Graphics by July 31, 2011.

In October 2008, we acquired Origen Partners, a leading print management firm specializing in point of purchase displays, signage and other in-store merchandising materials, located in Atlanta, Georgia. The acquisition price consisted of $7.9 million in cash paid in October 2008, and up to an additional $14.0 million in cash payable contingent on the achievement of certain performance measures by Origen Partners by September 30, 2012. As a result of this acquisition, we broadened our geographic resources and added nine sales executives and their corresponding production teams.

Acquisitions

In May 2008, we acquired etrinsic, a leading provider of print management and marketing services based in the United Kingdom. The acquisition price consisted of $6.4 million in cash paid in May 2008 and up to an additional $8.2 million in cash payable contingent upon the achievement of certain performance measures by etrinsic prior to April 30, 2011.

In July 2008, we acquired two additional companies which provide procurement and production management of printed and promotional products. As a result of these acquisitions, the Company broadened its geographic resources and added sales executives and their corresponding production teams.

Acquisitions

        In March 2007, we acquired Spectrum Printing Services, a provider of print management services as well as promotional products, apparel and complete warehousing and fulfillment services. As a result of the acquisition, we established a strategic presence in the Southern California print market and added five additional sales executives and their corresponding production teams. The acquisition consideration for Spectrum Printing Services consisted of approximately $3.6 million in cash paid in 2007 and up to an additional $2.5 million subject to Spectrum Printing Services achieving specified EBITDA targets in 2007 and 2008.

        In July 2007, we acquired Brown + Partners, Inc., a provider of print management services based in suburban Philadelphia. The acquisition price consisted of approximately $564,000 in cash paid in July 2007 and up to an additional $5.0 million in cash payable contingent on the achievement of certain performance measures by Brown + Partners, Inc. prior to December 31, 2009.

        In October 2007, we acquired Graphic Resource Group, Inc., a provider of print management services which include the procurement and production management of printed products, located in Minneapolis. The acquisition purchase price consisted of approximately $2.4 million in cash paid in October 2007 and up to an additional $2.8 million subject to Graphic Resource Group achieving specified EBITDA targets through September 30, 2010.

        In October 2007, we acquired Data Flow Media Systems, LP, a provider of print management services which includes the procurement and production management of printed and promotional products and related warehousing and fulfillment functions, located in Dallas, Texas. The acquisition purchase price consisted of approximately $3.4 million in cash paid in the fourth quarter of 2007 and

4

up to an additional $3.0 million subject to Data Flow Media Systems achieving specified EBITDA targets through September 30, 2010.

        In December 2007, we acquired Corporate Edge, Inc., a national distributor of promotional products principally involved in the design, development and sale of corporate specialty items with locations in New York and New Jersey. The aggregate purchase price was approximately $18.0 million, subject to certain adjustments, which was paid in December 2007. In addition, the former owners of Corporate Edge will receive up to $15.0 million in cash payable contingent on the achievement of certain performance measures by Corporate Edge prior to November 30, 2010.

Acquisitions

        In March 2007, we acquired Spectrum Printing Services, a provider of print management services as well as promotional products, apparel and complete warehousing
and fulfillment services. As a result of the acquisition, we established a strategic presence in the Southern California print market and added five additional sales executives and their corresponding
production teams. The acquisition consideration for Spectrum Printing Services consisted of approximately $3.6 million in cash paid in 2007 and up to an additional $2.5 million subject
to Spectrum Printing Services achieving specified EBITDA targets in 2007 and 2008.

        In
July 2007, we acquired Brown + Partners, Inc., a provider of print management services based in suburban Philadelphia. The acquisition price consisted of
approximately $564,000 in cash paid in July 2007 and up to an additional $5.0 million in cash payable contingent on the achievement of certain performance measures by
Brown + Partners, Inc. prior to December 31, 2009.

        In
October 2007, we acquired Graphic Resource Group, Inc., a provider of print management services which include the procurement and production management of printed products,
located in Minneapolis. The acquisition purchase price consisted of approximately $2.4 million in cash paid in
October 2007 and up to an additional $2.8 million subject to Graphic Resource Group achieving specified EBITDA targets through September 30, 2010.

        In
October 2007, we acquired Data Flow Media Systems, LP, a provider of print management services which includes the procurement and production management of printed and
promotional products and related warehousing and fulfillment functions, located in Dallas, Texas. The acquisition purchase price consisted of approximately $3.4 million in cash paid in the
fourth quarter of 2007 and

4

up
to an additional $3.0 million subject to Data Flow Media Systems achieving specified EBITDA targets through September 30, 2010.

        In
December 2007, we acquired Corporate Edge, Inc., a national distributor of promotional products principally involved in the design, development and sale of corporate specialty
items with locations in New York and New Jersey. The aggregate purchase price was approximately $18.0 million, subject to certain adjustments, which was paid in December 2007. In
addition, the former owners of Corporate Edge will receive up to $15.0 million in cash payable contingent on the achievement of certain performance measures by Corporate Edge prior to
November 30, 2010.

Acquisitions

In July 2007, we acquired Brown + Partners, Inc., a leading provider of print management services based in suburban Philadelphia.  The acquisition price consisted of $388,615 in cash paid in July 2007 and up to an additional $5 million in cash payable contingent on the achievement of certain performance measures by Brown + Partners, Inc. prior to December 31, 2009.

In October 2007, we acquired Data Flow Media Systems, LP in suburban Dallas and Graphic Resource Group, Inc, outside of Minneapolis. Both Companies provide services which include the procurement and production management of printed and promotional products and related warehousing and fulfilment functions.  As a result of the acquisitions, we broadened our geographic presence and added ten sales executives and their corresponding production teams.

5.             Acquisitions

For the six months ended June 30, 2007, the Company made the following earn-out cash payments relating to 2006 acquisitions: $1,059,500 earn-out payment for the purchase of Graphography and $1,436,000 earn-out payment for the purchase of CoreVision. In addition, during the six months ended June 30, 2007, the Company incurred and paid $189,124, $94,808 and $43,283 in additional deal costs for the 2006 purchases of Applied Graphics, Graphography and CoreVision, respectively.

Spectrum Printing Services Acquisition

In March 2007, the Company acquired Spectrum Printing Services, a provider of print management services as well as promotional products, apparel and complete warehousing and fulfillment services. As a result of the acquisition, we established a strategic presence in the Southern California print market and added five additional sales executives and their corresponding production teams. This acquisition will continue to support the Company’s geographic expansion objectives. The acquisition price was $3,423,247, including expenses directly related to the acquisition. In addition, there is up to an additional $2,500,000 in cash payable contingent on the satisfaction of attainment of certain performance measures by Spectrum. Any contingent payments will be recorded as additional goodwill on the balance sheet. As of June 30, 2007, $1,876,424 of goodwill will be deductible for tax purposes. The consolidated financial statements include the financial results of this acquisition beginning March 1, 2007.

The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of the acquisition. The allocation of purchase price is based on preliminary estimates and assumptions and subject to revision when valuation and integration plans are finalized. Accordingly, revisions to the allocation of purchase price, which may be significant, will be reported in a future period as increases or decrease to amounts previously reported.

The results of Spectrum’s operations do not have a material impact on the Company’s financial results. Therefore, pro forma financial information is not provided.

10

Acquisitions

In March 2007, we acquired Spectrum Printing Services, a provider of print management services as well as promotional products, apparel and complete warehousing and fulfillment services. As a result of the acquisition, we established a strategic presence in the Southern California print market and added acquired five additional sales executives and their corresponding production teams.

The acquisition consideration for Spectrum Printing Services consisted of approximately $2.8 million in cash paid on March 2, 2007. In addition, the former owners of Spectrum Printing Services will receive up to:

In October 2006, we acquired Applied Graphics, Inc., a provider of print management and print-on-demand services headquartered in San Rafael, California. As a result of the acquisition, we believe we established a significant presence in the West Coast market with sales executives in California, Hawaii and Nevada. In total, we added 35 sales executives, approximately 1,000 transactional clients and approximately 500 new suppliers. This significantly expanded our pipeline of clients to which we can market our enterprise solution.

The acquisition consideration for Applied Graphics consisted of approximately $7.0 million in cash paid on October 11, 2006. In addition, the former owners of Applied Graphics will receive:

26

Table of Contents

In September 2006, we acquired CoreVision Group, Inc., a provider of end-to-end marketing solutions, including design, print, promotional products and fulfillment services, located in Carol Stream, Illinois. As a result of the acquisition, we added 15 sales executives, including our first sales executives in the states of Michigan and Missouri. The acquisition consideration for CoreVision consisted of approximately $1.1 million, $10,000 paid in September 2006 with the remaining amount to be paid in monthly installments through August 2007. In accordance with terms of the agreement, $666,000 of additional consideration was paid to the seller in January 2007 as the acquired company met the gross profit target of $1.7 million from September 1, 2006 to December 31, 2006. In addition, the former owner of CoreVision is eligible to receive up to:

In May 2006, we acquired Graphography Limited LLC, a provider of production management services, including print procurement and promotional services. As a result of the acquisition, we established a significant presence in the New York market, which is the third largest print market in the United States. We acquired three additional sales executives as well as two additional lead production managers, and their corresponding production teams, with significant expertise in the areas of direct mail and promotional products.

The acquisition consideration for Graphography consisted of approximately $4.5 million in cash paid on May 31, 2006. In addition, the former owners of Graphography will receive: