Common use of ASSIGNMENT NOTICE Clause in Contracts

ASSIGNMENT NOTICE. Reference is made to (1) the Loan and Security Agreement dated as of _______, 2019, as amended ("Loan Agreement"), among INNERWORKINGS, INC., a Delaware corporation (the "Company" and, together with any other Person joined thereto as a Borrower after the Closing Date, collectively, the "Borrowers" and each a "Borrower"), EYELEVEL, INC., an Oregon corporation ("Eyelevel"), INNERWORKINGS EMEA HOLDINGS LP, a limited partnership under the laws of England and Wales with company number LP014693 ("EMEA Holdings"), INNERWORKINGS EUROPE LIMITED, a limited liability company incorporated in England and Wales with company number 01845737 ("INWK Europe"), PROFESSIONAL PACKAGING SERVICES LTD., a limited liability company incorporated in England and Wales with company number 01567813 ("PPS"), and INNERWORKINGS CANADA, INC., an Ontario corporation ("InnerWorkings Canada"), each as a Guarantor, TCW ASSET MANAGEMENT COMPANY LLC, as agent ("Agent") for the financial institutions from time to time party to the Loan Agreement ("Lenders"), and such Lenders; and (2) the Assignment and Acceptance dated as of ____________, 20__ ("Assignment"), between __________________ ("Assignor") and ____________________ ("Assignee"). Terms are used herein as defined in the Loan Agreement. Assignor hereby notifies Borrowers and Agent of Assignor's intent to assign to Assignee pursuant to the Assignment, a principal amount of $________ of Assignor's outstanding Loans (the foregoing items being, collectively, the "Assigned Interest"), together with an interest in the Loan Documents corresponding to the Assigned Interest. This Agreement shall be effective as of the later of (a) the fifth Business Day following delivery of this Assignment Notice to Agent and (b) delivery of a customary administrative detail questionnaire with respect to Assignee and all information required for completion of "know your customer" requirements by Agent with respect to such Assignee ("Effective Date"), provided this Assignment Notice is executed by Assignor, Assignee, Agent and Borrower Agent, if applicable. Pursuant to the Assignment, Assignee has expressly assumed all of Assignor's obligations under the Loan Agreement to the extent of the Assigned Interest, as of the Effective Date. For purposes of the Loan Agreement, Agent shall deem Assignor's Loans to be reduced by $_________, and Assignee's Loans to be increased by $_________. The address of Assignee to which notices and information are to be sent under the terms of the Loan Agreement is: ________________________ ________________________ ________________________ ________________________ The address of Assignee to which payments are to be sent under the terms of the Loan Agreement is shown in the Assignment. This Notice is being delivered to Borrowers and Agent pursuant to Section 14.3 of the Loan Agreement. Please acknowledge your acceptance of this Notice by executing and returning to Assignee and Assignor a copy of this Notice.

ASSIGNMENT NOTICE. Reference is made to (1i) the Loan and Security Agreement dated as of _______November 9, 20192006, as amended ("Loan Agreement"), among INNERWORKINGSBAIRNCO CORPORATION, A▇▇▇▇, INC., a Delaware corporation KASCO CORPORATION, B▇▇▇▇▇▇ & G▇▇▇ GmbH, ATLANTIC SERVICE CO. LTD., ATLANTIC SERVICE CO. (the "Company" and, together with any other Person joined thereto as a Borrower after the Closing Date, UK) LTD. and EUROKASCO S.A. (collectively, the "Borrowers" and each a "Borrower"), EYELEVELBANK OF AMERICA, INC., an Oregon corporation ("Eyelevel"), INNERWORKINGS EMEA HOLDINGS LP, a limited partnership under the laws of England and Wales with company number LP014693 ("EMEA Holdings"), INNERWORKINGS EUROPE LIMITED, a limited liability company incorporated in England and Wales with company number 01845737 ("INWK Europe"), PROFESSIONAL PACKAGING SERVICES LTD., a limited liability company incorporated in England and Wales with company number 01567813 ("PPS"), and INNERWORKINGS CANADA, INC., an Ontario corporation ("InnerWorkings Canada"), each as a Guarantor, TCW ASSET MANAGEMENT COMPANY LLCN.A., as agent ("Agent") for the financial institutions from time to time party to the Loan Agreement ("Lenders"), and such Lenders; and (2ii) the Assignment and Acceptance dated as of ____________, 20__ ("AssignmentAssignment Agreement"), ) between __________________ ("Assignor") and ____________________ ("Assignee"). Terms are used herein as defined in the Loan Agreement. Assignor hereby notifies Borrowers and Agent of Assignor's intent to assign to Assignee pursuant to the Assignment, Assignment Agreement (a) a principal amount of $________ of Assignor's outstanding Revolver Loans and $___________ of Assignor's participations in LC Obligations, (b) the amount of $__________ of Assignor's Revolver Commitment (which represents (____%) of the total Revolver Commitments); and (c) a principal amount of $________ of Assignor's outstanding Term Loan (the foregoing items being, collectively, the "Assigned Interest"), together with an interest in the Loan Documents corresponding to the Assigned Interest. This Agreement shall be effective as of the later of (a) the fifth Business Day following delivery of this Assignment Notice to Agent and (b) delivery of a customary administrative detail questionnaire with respect to Assignee and all information required for completion of "know your customer" requirements by Agent with respect to such Assignee date ("Effective Date")) indicated below, provided this Assignment Notice is executed by Assignor, Assignee, Agent and Borrower Agent, if applicable. Pursuant to the AssignmentAssignment Agreement, Assignee has expressly assumed all of Assignor's obligations under the Loan Agreement to the extent of the Assigned Interest, as of the Effective Date. For purposes of the Loan Agreement, Agent shall deem Assignor's Loans Revolver Commitment to be reduced by $_________, and Assignee's Loans Revolver Commitment to be increased by $_________. The address of Assignee to which notices and information are to be sent under the terms of the Loan Agreement is: ________________________ ________________________ ________________________ ________________________ The address of Assignee to which payments are to be sent under the terms of the Loan Agreement is shown in the AssignmentAssignment and Acceptance. This Notice is being delivered to Borrowers and Agent pursuant to Section 14.3 13.3 of the Loan Agreement. Please acknowledge your acceptance of this Notice by executing and returning to Assignee and Assignor a copy of this Notice.. #

ASSIGNMENT NOTICE. Reference is made to (1) the Loan and Security Agreement dated as of _______July 16, 2019, as amended ("“Loan Agreement"”), among INNERWORKINGS, INC., a Delaware corporation (the "“Company" and, together with any other Person joined thereto as a Borrower after the Closing Date, collectively, the "Borrowers" and each a "Borrower"”), EYELEVEL, INC., an Oregon corporation ("“Eyelevel")”, INNERWORKINGS EMEA HOLDINGS LPand together with the Company, a limited partnership under (the laws of England and Wales with company number LP014693 ("EMEA Holdings"“US Borrowers”), INNERWORKINGS EUROPE LIMITED, a limited liability company incorporated in England and Wales with company number 01845737 ("“INWK Europe"”), PROFESSIONAL PACKAGING SERVICES LTD., a limited liability company incorporated in England and Wales with company number 01567813 ("“PPS"” and together with INWK Europe, collectively, “UK Borrowers” and together with the US Borrowers, collectively, the “Borrowers”), and INNERWORKINGS CANADA, INC., an Ontario corporation ("“InnerWorkings Canada"”), each as a Guarantor, TCW ASSET MANAGEMENT COMPANY LLCBANK OF AMERICA, N.A., as agent ("“Agent"”) for the financial institutions from time to time party to the Loan Agreement ("“Lenders"”), and such Lenders; and (2) the Assignment and Acceptance dated as of ____________, 20__ ("“Assignment"”), between __________________ ("“Assignor"”) and ____________________ ("“Assignee"”). Terms are used herein as defined in the Loan Agreement. Assignor hereby notifies Borrowers and Agent of Assignor's ’s intent to assign to Assignee pursuant to the Assignment, Assignment (a) a principal amount of $________ of Assignor's ’s outstanding Revolver Loans and $___________ of Assignor’s participations in LC Obligations and (b) the amount of $__________ of Assignor’s Revolver Commitment (which represents ____% of the total Revolver Commitments) (the foregoing items being, collectively, the "“Assigned Interest"”), together with an interest in the Loan Documents corresponding to the Assigned Interest. This Agreement shall be effective as of the later of (a) the fifth Business Day following delivery of this Assignment Notice to Agent and (b) delivery of a customary administrative detail questionnaire with respect to Assignee and all information required for completion of "“know your customer" ” requirements by Agent with respect to such Assignee ("“Effective Date"”), provided this Assignment Notice is executed by Assignor, Assignee, Agent and Borrower Agent, if applicable. Pursuant to the Assignment, Assignee has expressly assumed all of Assignor's ’s obligations under the Loan Agreement to the extent of the Assigned Interest, as of the Effective Date. For purposes of the Loan Agreement, Agent shall deem Assignor's Loans ’s Revolver Commitment to be reduced by $_________, and Assignee's Loans ’s Revolver Commitment to be increased by $_________. The address of Assignee to which notices and information are to be sent under the terms of the Loan Agreement is: ________________________ ________________________ ________________________ ________________________ The address of Assignee to which payments are to be sent under the terms of the Loan Agreement is shown in the Assignment. This Notice is being delivered to Borrowers and Agent pursuant to Section 14.3 of the Loan Agreement. Please acknowledge your acceptance of this Notice by executing and returning to Assignee and Assignor a copy of this Notice.