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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.          )

Filed by the Registrant ý

Filed by a Party other than the Registrant o

Check the appropriate box:

ý

 

Preliminary Proxy Statement

o

 

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

o

 

Definitive Proxy Statement

o

 

Definitive Additional Materials

o

 

Soliciting Material under §240.14a-12

 

CommerceHub, Inc.

(Name of Registrant as Specified In Its Charter)

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

o

 

No fee required.

ý

 

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
    (1)   Title of each class of securities to which transaction applies:
        CommerceHub, Inc. Series A common stock, par value $0.01 per share, Series B common stock, par value $0.01 per share, and Series C common stock, par value $0.01 per share (collectively,
common stock). 
    (2)   Aggregate number of securities to which transaction applies:
        The number of shares of common stock to which this transaction applies is estimated to be 50,877,618, which consists of (a) 43,625,090 shares of common stock (including 10,830 shares of restricted stock) issued and outstanding; (b) 6,424,078 shares of common stock issuable pursuant to outstanding options with exercise prices below the per share merger consideration of $22.75; and (c) 828,450 shares of common stock representing restricted stock units entitled to receive the per share merger consideration of $22.75, in each case as of March 21, 2018.
 
    (3)   Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
        Solely for the purpose of calculating the filing fee, the underlying value of the transaction was calculated based on the sum of (a) the product of 43,625,090 shares of common stock (including 10,830 shares of restricted stock) and the per-share merger consideration of $22.75; (b) the product of (i) 6,424,078 shares of common stock issuable upon exercise of options to purchase shares of common stock and (ii) the difference between $22.75 and the weighted average exercise price of such options of $12.30, as of March 21, 2018; and (c) the product of 828,450 shares of common stock representing restricted stock units and the per-share merger consideration of $22.75.
 
    (4)   Proposed maximum aggregate value of transaction:
        $1,078,449,650.10
 
    (5)   Total fee paid:
        $134,266.98
 

o

 

Fee paid previously with preliminary materials.

o

 

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

 

(1)

 

Amount Previously Paid:
        
 
    (2)   Form, Schedule or Registration Statement No.:
        
 
    (3)   Filing Party:
        
 
    (4)   Date Filed:
        
 

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PRELIMINARY PROXY STATEMENT—SUBJECT TO COMPLETION, DATED APRIL 2, 2018

LOGO

201 Fuller Road, 6th Floor
Albany, New York 12203
(518) 810-0700

[    ·    ], 2018

Dear Stockholder:

         You are cordially invited to attend a special meeting of the stockholders of CommerceHub, Inc., a Delaware corporation (CommerceHub, we, us, our or the Company), which we will hold at 9:00 a.m., local time, on [    ·    ], 2018, at the offices of Baker Botts L.L.P., 30 Rockefeller Plaza, New York, New York 10112, telephone (212) 408-2500.

         At the special meeting, holders of our Series A common stock and Series B common stock (together, the voting stock) will be asked to consider and vote on a proposal to adopt the Agreement and Plan of Merger (as it may be amended from time to time, the merger agreement), dated as of March 5, 2018, by and among CommerceHub, Great Dane Parent, LLC, a Delaware limited liability company (Parent), and Great Dane Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Parent (Merger Sub), pursuant to which Merger Sub will merge (the merger) with and into CommerceHub, with CommerceHub continuing as the surviving corporation and a wholly owned subsidiary of Parent. Parent and Merger Sub were formed by affiliates of GTCR LLC (GTCR) and affiliates of Sycamore Partners Management, L.P. (Sycamore) to facilitate the participation of investment funds advised by GTCR and Sycamore in the transaction. As a result of the merger, each share of Series A common stock, Series B common stock and Series C common stock (collectively, the common stock) issued and outstanding immediately prior to the effective time of the merger (other than shares owned by Parent, Merger Sub or CommerceHub, and any shares of common stock held by any stockholder who is entitled to demand and properly demands appraisal of such shares in accordance with Section 262 of the General Corporation Law of the State of Delaware and who does not fail to perfect or otherwise effectively withdraw their demand or otherwise lose the right to appraisal), will be converted into the right to receive $22.75 in cash, without interest and less applicable withholding taxes. The per-share price of $22.75 represents a 24.5% premium to the Series A common stock closing price as of March 5, 2018, a 19.3% premium to the one-month volume-weighted average Series A common stock closing price, a 30.2% premium to the Series C common stock closing price as of March 5, 2018, and a 27.1% premium to the one-month volume-weighted average Series C common stock closing price. The Series B common stock, which is convertible on a one-for-one basis at the option of the holder into shares of Series A common stock, is sparsely traded and does not have an active trading market or readily available price quotations.

         Our board of directors (our board) has unanimously approved and declared advisable the merger agreement and determined that the merger agreement and the transactions contemplated thereby, including, without limitation, the merger, are fair to, and in the best interests of, CommerceHub and its stockholders. Our board unanimously recommends that stockholders vote "FOR" the proposal to adopt the merger agreement and "FOR" the related proposals described in the enclosed proxy statement.

         The proxy statement describes the merger agreement, the merger and related agreements and provides specific information concerning the special meeting. In addition, you may obtain information about CommerceHub from documents filed with the Securities and Exchange Commission. We urge you to read the entire proxy statement carefully, including the annexes, as it sets forth the details of the merger agreement and other important information related to the merger.

        Your vote is very important.    The merger cannot be completed unless holders of a majority of the combined voting power of the shares of our voting stock outstanding at 5:00 p.m. New York City time on [    ·    ], 2018 and entitled to vote thereon, voting together as a single class, vote in favor of the adoption of the merger agreement. The other proposals described in the proxy statement require the affirmative vote of the holders of a majority of the combined voting power of the shares of our voting stock present in person or represented by proxy and entitled to vote on such proposal at the special meeting, voting together as a single class. Whether or not you plan to attend the special meeting, we ask you to submit a proxy to have your shares voted in advance of the special meeting by using one of the methods described in the proxy statement. If you hold your shares in "street name," you should instruct your broker, bank, trust or other nominee how to vote your shares in accordance with the voting instruction form that you will receive from your broker, bank, trust or other nominee.

         If you have any questions or need assistance in voting your shares, please contact our proxy solicitor, D.F. King & Co., Inc., at:

         D.F. King & Co., Inc.
48 Wall Street, 22nd Floor
New York, New York 10005
Banks and Brokers Call: (212) 269-5550
All Others Call Toll Free: (800) 290-6424
Email: CHUBA@dfking.com

         Thank you for your cooperation and continued support and interest in CommerceHub.

  Very truly yours,

 

[                                    ]
Francis Poore

 

President and Chief Executive Officer

         Neither the Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved the merger, passed upon the merits or fairness of the merger or passed upon the adequacy or accuracy of the disclosure in this document. Any representation to the contrary is a criminal offense.

         This proxy statement is dated [    ·    ], 2018 and is first being mailed to stockholders on or about [    ·    ], 2018.


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LOGO

201 Fuller Road, 6th Floor
Albany, New York 12203
(518) 810-0700

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
to be Held on [    ·    ], 2018

To the Stockholders of CommerceHub, Inc.:

        NOTICE IS HEREBY GIVEN that a special meeting of the stockholders of CommerceHub, Inc., a Delaware corporation (CommerceHub, we, us, our or the Company), will be held at 9:00 a.m., local time, on [    ·    ], 2018, at the offices of Baker Botts L.L.P., 30 Rockefeller Plaza, New York, New York 10112, telephone (212) 408-2500, to consider and vote upon:

        Holders of record of our Series A common stock and Series B common stock (together the voting stock), outstanding as of 5:00 p.m., New York City time, on [    ·    ], 2018 (the record date), are entitled to notice of, and to vote at, the special meeting or at any adjournment or postponement of the special meeting. The holders of voting stock will vote together as a single class on each proposal. The holders of record of our Series C common stock, outstanding as of 5:00 p.m., New York City time, on the record date are entitled to notice of the special meeting but are not entitled to vote, except as required by Delaware law, and may not vote on the proposals to be presented at the special meeting.

        Our board of directors (our board) has unanimously approved and declared advisable the merger agreement and determined that the merger agreement and the transactions contemplated thereby, including, without limitation, the merger, are fair to, and in the best interests of, CommerceHub and its stockholders. Our board unanimously recommends that you vote "FOR" the proposal to adopt the merger agreement. Our board further unanimously recommends that you vote "FOR" the advisory compensation proposal and "FOR" the adjournment proposal.

        Your vote is important, regardless of the number of shares of voting stock you own.    The merger cannot be completed unless holders of a majority of the combined voting power of the outstanding shares of our voting stock entitled to vote thereon, voting together as a single class, vote in favor of the adoption of the merger agreement. Approval of each of the advisory compensation proposal and the adjournment proposal requires the affirmative vote of the holders of a majority of the combined voting power of the shares of our voting stock present in person or represented by proxy and entitled to vote on such proposal at the special meeting, voting together as a single class. Approval of the advisory compensation proposal and the adjournment proposal are not conditions to the completion of the merger.


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        Whether or not you plan to attend the special meeting in person, please sign, date, and return, as promptly as possible, the enclosed proxy card in the accompanying prepaid reply envelope or submit your proxy electronically over the Internet or by telephone. If you attend the special meeting and vote in person by ballot, your vote will revoke any proxy that you have previously submitted. If you hold your shares in "street name," you should instruct your broker, bank, trust or other nominee how to vote your shares in accordance with the voting instruction form that you will receive from your broker, bank, trust or other nominee. Your broker, bank, trust or other nominee cannot vote on any of the proposals, including the proposal to adopt the merger agreement, without your instructions.

    By order of the Board of Directors,

 

 

[                                    ]
Douglas Wolfson
General Counsel and Secretary
Albany, New York

        WHETHER OR NOT YOU INTEND TO BE PRESENT AT THE SPECIAL MEETING, PLEASE VOTE PROMPTLY VIA TELEPHONE OR ELECTRONICALLY VIA THE INTERNET. ALTERNATIVELY, IF YOU RECEIVED A PAPER PROXY CARD, PLEASE COMPLETE, SIGN AND RETURN IT BY MAIL.


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TABLE OF CONTENTS

 
  Page  

SUMMARY

    1  

QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER

    13  

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

    20  

THE COMPANIES

    21  

CommerceHub, Inc. 

    21  

Great Dane Parent, LLC and Great Dane Merger Sub, Inc. 

    21  

Affiliates of GTCR

    21  

Affiliates of Sycamore

    22  

THE SPECIAL MEETING

    23  

Date, Time, and Place of the Special Meeting

    23  

Purpose of the Special Meeting

    23  

Record Date and Quorum

    23  

Required Vote

    24  

Votes You Have

    24  

Voting by CommerceHub's Directors and Executive Officers

    24  

Voting by Certain CommerceHub Stockholders

    24  

Voting; Proxies; Revocation

    25  

Adjournments and Postponements

    26  

Solicitation of Proxies

    27  

Stockholder List

    27  

Other Information

    27  

Questions and Assistance

    27  

THE MERGER (PROPOSAL 1)

    28  

General

    28  

Recommendation of CommerceHub's Board of Directors

    28  

Background of the Merger

    28  

Reasons for the Merger

    37  

Opinion of CommerceHub's Financial Advisor

    41  

Projected Financial Information

    50  

Financing

    52  

Limited Guarantees

    54  

Interests of Certain Persons in the Merger

    54  

Material U.S. Federal Income Tax Consequences of the Merger

    59  

Regulatory Approvals

    61  

THE MERGER AGREEMENT

    62  

The Merger

    62  

Effect of the Merger on Capital Stock

    62  

Treatment of Company Equity Awards

    63  

Treatment of CommerceHub's ESPP

    63  

Payment for the Common Stock and Equity Awards in the Merger

    63  

Representations and Warranties

    64  

Conduct of Business Pending the Merger

    66  

Other Covenants and Agreements

    69  

Conditions to the Merger

    75  

Termination

    76  

Termination Fees

    77  

Reimbursement of Expenses

    78  

Specific Performance

    78  

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  Page  

Amendments; Waiver

    78  

ADVISORY VOTE ON NAMED EXECUTIVE OFFICER SPECIFIED COMPENSATION (PROPOSAL 2)

    80  

VOTE ON ADJOURNMENT (PROPOSAL 3)

    81  

MARKET PRICE OF COMMERCEHUB'S COMMON STOCK

    82  

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

    83  

Security Ownership of Certain Beneficial Owners

    83  

Security Ownership of Management

    85  

APPRAISAL RIGHTS

    87  

Filing Written Demand

    87  

Notice by the Surviving Corporation

    89  

Filing a Petition for Appraisal

    89  

Determination of Fair Value

    90  

OTHER MATTERS

    92  

MULTIPLE STOCKHOLDERS SHARING ONE ADDRESS

    92  

FUTURE STOCKHOLDER PROPOSALS

    92  

WHERE YOU CAN FIND ADDITIONAL INFORMATION

    93  

ANNEX A: Merger Agreement

       

ANNEX B: Opinion of CommerceHub's Financial Advisor

       

ANNEX C: Section 262 of the General Corporation Law of the State of Delaware

       

ANNEX D: Voting Agreement

       

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SUMMARY

        This summary discusses the material information contained in this proxy statement, including with respect to the merger agreement, the merger and the other agreements entered into in connection with the merger of Great Dane Merger Sub, Inc. with and into CommerceHub, Inc., which we refer to as the merger. We encourage you to read carefully this entire proxy statement, its annexes, and the documents referred to in this proxy statement, as this summary may not contain all of the information that may be important to you. The items in this summary include page references directing you to a more complete description of that topic in this proxy statement.

        In this proxy statement, the terms we, us, our, the Company, and CommerceHub refer to CommerceHub, Inc., and, except where the context requires otherwise, its consolidated subsidiaries, the term Parent refers to Great Dane Parent, LLC, the term Merger Sub refers to Great Dane Merger Sub, Inc., the term merger agreement refers to the Agreement and Plan of Merger, dated as of March 5, 2018 (as may be amended from time to time), by and among CommerceHub, Parent, and Merger Sub, the term common stock refers to the Series A common stock (Series A common stock), Series B common stock (Series B common stock) and Series C common stock (Series C common stock), collectively, each with a par value of $0.01 per share, of CommerceHub, and the term voting stock refers to the Series A common stock and Series B common stock, collectively.

The Companies (Page 21)

CommerceHub, Inc.

        CommerceHub is a Delaware corporation that is a leading provider of cloud-based ecommerce fulfillment and marketing solutions for large retailers, marketplaces, consumer brands and their suppliers. Our solutions help our customers implement strategies to increase their ecommerce revenues and create meaningful operational efficiencies within their supply chains. Our customers use our cloud-based software and service capabilities, which are tailored for specific customer business rules and processes, to more effectively fulfill consumer orders, generate consumer demand for their products and deliver those products to consumers.

        Our principal executive offices are located at 201 Fuller Road, 6th Floor, Albany, New York, 12203, and our telephone number at that address is (518) 810-0700. Our website address is www.commercehub.com. The information contained in, or that may be accessed through, our website is not intended to be incorporated into this proxy statement.

Great Dane Parent, LLC and Great Dane Merger Sub, Inc.

        Parent is a Delaware limited liability company and Merger Sub is a Delaware corporation and a direct, wholly owned subsidiary of Parent. Both Parent and Merger Sub were formed solely for the purpose of entering into the merger agreement and consummating the transactions contemplated by the merger agreement and have not engaged in any business except for activities incidental to their formation and as contemplated by the merger agreement. Parent and Merger Sub were formed by affiliates of GTCR LLC (GTCR) and affiliates of Sycamore Partners Management, L.P. (Sycamore) to facilitate the participation of investment funds advised by GTCR and Sycamore in the transaction. The address for Parent and Merger Sub is 300 North LaSalle St., Suite 5600, Chicago, Illinois 60654.

Affiliates of GTCR

        Founded in 1980, GTCR is a leading private equity firm focused on investing in growth companies in the financial services and technology, healthcare, technology, media and telecommunications and growth business services industries. The Chicago-based firm pioneered The Leaders StrategyTM—finding and partnering with management leaders in core domains to identify, acquire and build market-leading

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companies through transformational acquisitions and organic growth. Since its inception, GTCR has invested more than $15 billion in over 200 companies.

Affiliates of Sycamore

        Founded in 2011, Sycamore is a private equity firm based in New York specializing in consumer and retail investments. The firm has more than $3.5 billion in capital under management. The firm's strategy is to partner with management teams to improve the operating profitability and strategic value of their businesses. The firm's investment portfolio currently includes Belk, Coldwater Creek, EMP Merchandising, Hot Topic, MGF Sourcing, NBG Home, Nine West Holdings, Staples, Inc., Staples' United States Retail Business, Staples' Canadian Retail Business, Talbots, The Limited and Torrid.

The Special Meeting (Page 23)

        The special meeting of stockholders will be held at 9:00 a.m., local time, on [    ·    ], 2018, at the offices of Baker Botts L.L.P. (Baker Botts), 30 Rockefeller Plaza, New York, New York 10112, telephone (212) 408-2500. At the special meeting, holders of our voting stock will be asked to consider and vote upon:

    a proposal to adopt the Agreement and Plan of Merger, dated as of March 5, 2018 (as may be amended from time to time), by and among CommerceHub, Parent and Merger Sub, pursuant to which Merger Sub will merge with and into CommerceHub, with CommerceHub continuing as the surviving corporation and a wholly owned subsidiary of Parent;

    a proposal to approve, on an advisory (non-binding) basis, specified compensation that may become payable to our named executive officers in connection with the merger (the advisory compensation proposal); and

    a proposal to approve one or more adjournments of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting or any adjournment or postponement of the special meeting to approve the proposal to adopt the merger agreement (the adjournment proposal).

Record Date and Quorum (Page 23)

        The holders of record of our voting stock as of 5:00 p.m., New York City time on [    ·    ], 2018 (the record date), are entitled to receive notice of and to vote at the special meeting or at any adjournment or postponement of the special meeting. All holders of our voting stock shall vote together as a single class on each proposal. The holders of record of our Series C common stock as of 5:00 p.m., New York City time, on the record date are entitled notice of the special meeting, but are not entitled to vote, except as required by Delaware law, and may not vote on the proposals to be presented at the special meeting. As of the record date, there were [    ·    ] shares of Series A common stock and [    ·    ] shares of Series B common stock outstanding and entitled to vote at the special meeting. The presence at the special meeting, in person or by proxy, of the holders of a majority in total voting power of our shares of voting stock outstanding on the record date and entitled to vote at the special meeting will constitute a quorum, permitting CommerceHub to conduct its business at the special meeting.

Voting and Proxies (Page 25)

        Any stockholder of record entitled to vote at the special meeting may submit a proxy by telephone, via the Internet, by returning the enclosed proxy card by mail, or by voting in person at the special meeting. If you intend to submit your proxy by telephone or via the Internet, you must do so no later than the date and time indicated on the applicable proxy card. Even if you plan to attend the special

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meeting, if you hold shares of voting stock in your own name as the stockholder of record, please vote your shares by completing, signing, dating, and returning by mail the enclosed proxy card or by using the telephone number printed on your proxy card or by using the Internet voting instructions printed on your proxy card.

        If you sign your proxy, but do not indicate how you wish to vote, your shares of voting stock will be voted "FOR" the proposal to adopt the merger agreement, "FOR" the advisory compensation proposal, and "FOR" the adjournment proposal.

        If your shares of voting stock are held in "street name," you should instruct your broker, bank, trust or other nominee on how to vote such shares of voting stock using the instructions provided by your broker, bank, trust or other nominee. If you fail to provide your nominee with instructions on how to vote your shares of voting stock, your nominee will not be able to vote such shares at the special meeting. If your shares of voting stock are held in "street name," you must obtain a legal proxy from such nominee in order to vote in person at the special meeting.

Required Vote (Page 24)

        For CommerceHub to complete the merger, stockholders holding a majority of the combined voting power of the shares of our voting stock outstanding at 5:00 p.m., New York City time, on the record date and entitled to vote thereon, voting together as a single class, must vote "FOR" the proposal to adopt the merger agreement. A failure to vote your shares of voting stock, an abstention or broker non-vote will have the same effect as a vote "AGAINST" the proposal to adopt the merger agreement.

        Approval of each of the advisory compensation proposal and the adjournment proposal requires the affirmative vote of the holders of a majority of the combined voting power of the shares of our voting stock present in person or represented by proxy and entitled to vote on such proposal at the special meeting, voting together as a single class. Under our bylaws, abstentions will have the same effect as a vote "AGAINST" the advisory compensation proposal and the adjournment proposal. Broker non-votes will have no effect on the voting results for these proposals (assuming a quorum is present).

Voting by CommerceHub's Directors and Executive Officers (Page 24)

        The directors of CommerceHub have informed CommerceHub that, as of the date of this proxy statement and to the extent they own shares of voting stock, they intend to vote in favor of the proposal to adopt the merger agreement, although none of them has an obligation to do so. In addition, the directors of CommerceHub have informed CommerceHub that, as of the date of this proxy statement and to the extent they own shares of voting stock, they intend to vote in favor of the advisory compensation proposal, and in favor of the adjournment proposal. As of 5:00 p.m., New York City time, on the record date, our directors owned, in the aggregate, less than 1% of the aggregate voting power of the outstanding shares of voting stock, and none of our executive officers owned any shares of voting stock.

Voting by Certain CommerceHub Stockholders (Page 24 and Annex D)

        In connection with the merger agreement, Parent and CommerceHub entered into a voting agreement with a charitable trust affiliated with John C. Malone (the trust), with respect to the shares of common stock held by the trust (the voting agreement). Pursuant to the voting agreement, the trust agreed, among other things and subject to certain conditions, to, at any meeting of stockholders of CommerceHub called to vote upon the adoption of the merger agreement, vote all shares of voting stock beneficially owned by the trust in favor of the adoption of the merger agreement, and to vote against certain other matters that would reasonably be expected to prevent or interfere with the

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consummation of the merger, so long as such obligations have not terminated in accordance with the terms set forth in the voting agreement.

Revocation of Proxies (Page 25)

        A stockholder of record of voting stock may revoke his or her proxy at any time before the vote is taken at the special meeting by:

    submitting a new proxy with a later date, by using the telephone or Internet proxy submission procedures described above, or by completing, signing, dating, and returning a new proxy card by mail to CommerceHub;

    attending the special meeting and voting in person; or

    delivering to the Secretary of CommerceHub a written notice of revocation c/o CommerceHub, Inc., 201 Fuller Road, 6th Floor, Albany, New York 12203, Attn: Secretary.

        Attending the special meeting without taking one of the actions described above will not in itself revoke your proxy.

        If you hold your shares of voting stock in "street name" through a broker, bank, trust or other nominee, you will need to follow the instructions provided to you by your broker, bank, trust or other nominee in order to revoke your voting instructions or submit new voting instructions.

The Merger (Page 28)

        The merger agreement provides that, subject to the satisfaction or waiver of the conditions in the merger agreement, Merger Sub will merge with and into CommerceHub. CommerceHub will be the surviving corporation (the Surviving Corporation) in the merger and will continue as a wholly owned subsidiary of Parent.

        If the merger is completed, at the effective time of the merger (the effective time), each outstanding share of common stock (other than shares owned by Parent, Merger Sub or CommerceHub, and any shares of common stock held by any stockholder who is entitled to demand and properly demands appraisal of such shares in accordance with Section of the General Corporation Law of the State of Delaware (the DGCL) and who does not fail to perfect or otherwise effectively withdraw their demand or otherwise lose the right to appraisal (such shares, dissenting shares)) will be automatically converted into the right to receive $22.75 in cash, without interest and less any applicable withholding taxes. We refer to this amount as the merger consideration.

        Upon completion of the merger, shares of common stock will no longer be listed on any stock exchange or quotation system. You will not own any shares of the Surviving Corporation. The merger agreement is attached as Annex A to this proxy statement. Please read it carefully.

Recommendation of Our Board and Reasons for the Merger (Page 28)

        Our board of directors (our board) has unanimously approved and declared advisable the merger agreement and determined that the merger agreement and the transactions contemplated thereby including, without limitation, the merger, are fair to, and in the best interests of, CommerceHub and its stockholders. Our board unanimously recommends that stockholders vote "FOR" the proposal to adopt the merger agreement. Our board further unanimously recommends that stockholders vote "FOR" the advisory compensation proposal, and "FOR" the adjournment proposal. For the factors considered by our board in reaching its decision to approve and declare advisable the merger agreement, see the section entitled "The Merger (Proposal 1)—Reasons for the Merger".

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Opinion of CommerceHub's Financial Advisor (Page 41 and Annex B)

        At a meeting of the board held on March 5, 2018, Evercore Group L.L.C. (Evercore) rendered its oral opinion to the board, which opinion was subsequently confirmed by delivery of a written opinion dated March 5, 2018, that, as of the date thereof, and based upon and subject to the factors, procedures, assumptions, qualifications, limitations and other matters set forth in its written opinion, the per-share merger consideration was fair, from a financial point of view, to the holders of shares of common stock (other than certain excluded stockholders as described in the written opinion, which we refer to as the Excluded Stockholders) entitled to receive such per-share merger consideration.

        The full text of Evercore's written opinion, dated March 5, 2018, which sets forth, among other things, the factors considered, procedures followed, assumptions made and qualifications and limitations on the scope of review undertaken by Evercore in rendering its opinion, is attached as Annex B to this proxy statement and is incorporated herein by reference in its entirety. Evercore's opinion was addressed to, and for the information and benefit of, the board in connection with its evaluation of the merger. Evercore's opinion did not address the relative merits of the merger as compared to other business or financial strategies that might be available to CommerceHub, nor did it address the underlying business decision of CommerceHub to engage in the merger. Evercore's opinion did not constitute a recommendation to the board or to any other persons in respect of the merger, including as to how any holder of shares of common stock should vote or act with respect to the merger.

Conditions to the Merger (Page 75)

        Each party's obligation to complete the merger is subject to the satisfaction or waiver in writing at or prior to the closing of the merger of the following conditions:

    the adoption of the merger agreement by the required vote of CommerceHub stockholders;

    the expiration or termination of any applicable waiting period (and any extensions thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the HSR Act); and

    the absence of any law, order or other legal restraint or prohibition entered, enacted, promulgated, enforced or issued by any court or other governmental authority which prohibits, renders illegal or permanently enjoins the consummation of the merger.

        The respective obligations of Parent and Merger Sub to effect the merger are subject to the satisfaction or waiver in writing of the following additional conditions:

    the accuracy of the representations and warranties of CommerceHub set forth in the merger agreement as of the date of the merger agreement and as of the closing date of the merger (except for any representations and warranties that expressly speak as of an earlier date, which representations and warranties must be true and correct as of that earlier date), subject, in certain cases, to material adverse effect or de minimis qualifiers;

    the performance or compliance, in all material respects, by CommerceHub of its covenants and agreements required to be performed or complied with by it under the merger agreement at or prior to the closing date of the merger;

    the absence of the occurrence of a "Company material adverse effect" with respect to CommerceHub (see "The Merger Agreement—Representations and Warranties—Definition of Material Adverse Effect"); and

    the delivery by CommerceHub to Parent, at least three business days prior to the closing date of the merger, of payoff letters with respect to certain indebtedness of CommerceHub outstanding

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      prior to the closing date of the merger, if any, in form and substance reasonably satisfactory to Parent and which authorize the release of all encumbrances securing such indebtedness upon repayment of such indebtedness.

        The obligation of CommerceHub to effect the merger is subject to the satisfaction or waiver in writing of the following additional conditions:

    the accuracy of the representations and warranties of Parent and Merger Sub set forth in the merger agreement as of the date of the merger agreement and as of the closing date of the merger (except for any representations and warranties that expressly speak as of an earlier date, which representations and warranties must be true and correct as of that earlier date) subject, in certain cases, to material adverse effect qualifiers; and

    the performance or compliance, in all material respects, by Parent and Merger Sub of its covenants and agreements required to be performed or complied with by it under the merger agreement at or prior to the closing date of the merger.

        In addition, as a condition to closing, each of CommerceHub and Parent will receive a certificate executed by an executive officer of the other, certifying that certain of the foregoing closing conditions of such party have been satisfied.

Treatment of Company Equity Awards (Page 63)

        CommerceHub Stock Options.    As of the effective time, each CommerceHub stock option, whether or not vested and exercisable, that is outstanding and unexercised immediately prior to the effective time will be automatically cancelled and the holder thereof will be entitled to receive an amount in cash equal to the product of (1) the aggregate number of shares of common stock that were issuable upon exercise or settlement of such CommerceHub stock option immediately prior to the effective time and (2) the excess, if any, of $22.75 over the per-share exercise price of such CommerceHub stock option, less applicable tax withholding.

        Restricted Stock.    As of the effective time, each outstanding share of CommerceHub restricted stock, whether or not vested, shall be cancelled and the holder shall instead be entitled to receive an amount in cash equal to $22.75, less any applicable tax withholding.

        Restricted Stock Unit Awards.    As of the effective time, each outstanding CommerceHub restricted stock unit award other than the 2018 employee RSU awards (as defined below) (each, an accelerated RSU award), whether or not vested, will be automatically cancelled and the holder shall instead be entitled to receive an amount in cash equal to (1) $22.75 multiplied by (2) the number of shares of common stock subject to such accelerated RSU award, less any applicable tax withholding. As of the effective time, each outstanding CommerceHub restricted stock unit award granted in 2018 to an employee (but not to a director) (each, a 2018 employee RSU award) will vest with respect to 25% of the restricted stock units subject to such 2018 employee RSU award, with such vested restricted stock units will be treated in the same manner as the accelerated RSU awards. Each restricted stock unit granted pursuant to a 2018 employee RSU award that does not vest as of the effective time shall be cancelled and converted into a right to receive $22.75 in cash (such rights a cash award). The cash award will vest in 25% installments on each of the first four anniversaries of the grant date of the applicable 2018 employee RSU award, subject to the holder's continued employment with CommerceHub through each vesting date.

Treatment of CommerceHub's Employee Stock Purchase Plan (Page 63)

        Pursuant to the merger agreement, the current offering period under CommerceHub's Amended and Restated 2016 Employee Stock Purchase Plan (the ESPP) ended on March 26, 2018, and the ESPP was terminated as of such date.

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Interests of CommerceHub's Directors and Executive Officers in the Merger (Page 54)

        In considering the recommendation of our board with respect to the merger agreement, you should be aware that some of CommerceHub's directors and executive officers have interests in the merger that are different from, or in addition to, the interests of CommerceHub stockholders generally. Interests of our directors and executive officers that may be different from or in addition to the interests of CommerceHub stockholders include:

    The merger agreement provides for the accelerated vesting and cash-out of all CommerceHub equity awards (other than the 2018 employee RSU awards) and partial accelerated vesting and cash-out of the 2018 employee RSU awards.

    CommerceHub's executive officers are parties to employment agreements and other arrangements with CommerceHub that provide for severance benefits in the event of certain qualifying terminations of employment.

    Amounts deferred by directors under the Company's Non-Employee Director Deferred Compensation Plan will be accelerated and paid in connection with the merger.

    Pursuant to the co-investor agreement (as defined herein) and other agreements contemplated thereby, Francis Poore, our President and Chief Executive Officer, has agreed to purchase $6 million of preferred and common equity of Great Dane Holding, LLC, an affiliate of Parent (Great Dane Holding). Mr. Poore and Great Dane Holding have agreed that Mr. Poore will serve as the Chief Executive Officer of Great Dane Holding and participate in a management incentive program featuring both time-based and performance-based awards.

    Following the merger, CommerceHub's other executive officers are expected to retain their positions with the Surviving Corporation, and, in connection with such employment, such officers may be granted the right to purchase or participate in the equity of the Surviving Corporation.

    CommerceHub's directors and executive officers are entitled to continued indemnification and insurance coverage under indemnification agreements, the merger agreement and applicable insurance coverage obtained by CommerceHub.

        These interests are discussed in more detail in the section entitled "The Merger (Proposal 1)—Interests of Certain Persons in the Merger." Our board was aware of the different or additional interests set forth in this proxy statement and considered such interests along with other matters in approving the merger agreement and the transactions contemplated by the merger agreement, including, without limitation, the merger.

Financing (Page 52)

        CommerceHub and Parent estimate that the total amount of funds required to complete the merger and related transactions and pay related fees and expenses will be approximately $1.1 billion. Parent expects this amount to be funded through a combination of the following:

    Certain investment funds associated with GTCR and Sycamore (together, the Investors/Guarantors) have committed, pursuant to equity commitment letters dated as of March 5, 2018, to capitalize Parent, at or prior to the effective time, with an aggregate equity contribution up to $642 million, on the terms and subject to the conditions set forth in the equity commitment letters.

    Jefferies Finance LLC, Golub Capital Markets LLC, KKR Corporate Lending LLC and HPS Investment Partners, LLC have committed to provide an aggregate principal amount of $465 million in debt financing, consisting of $320 million in senior secured first-lien loan facilities (consisting of a $30 million revolving credit facility and a $290 million term loan

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      facility) and a $145 million senior secured second-lien loan facility, on the terms and subject to the conditions set forth in a debt commitment letter, dated as of March 5, 2018.

        The completion of the merger is not subject to any financing condition, although funding of the debt and equity financing is subject to the satisfaction of the conditions set forth in the commitment letters under which the financing will be provided.

Limited Guarantees (Page 54)

        The Investors/Guarantors have executed and delivered limited guarantees in favor of CommerceHub to guarantee, on a several basis, Parent's obligations to pay any termination fee payable to CommerceHub under the merger agreement, certain reimbursement and indemnification obligations in connection with the debt financing and certain other collection and interest payment obligations under the merger agreement.

Alternative Transaction Proposal; Unsolicited Proposals (Page 69)

        From the date of the merger agreement until the effective time or the termination of the merger agreement, CommerceHub and its subsidiaries have agreed to not:

    solicit or initiate, or knowingly facilitate or encourage, any inquiries or the making of any proposal or offer that constitutes or would reasonably be expected to lead to an alternative transaction proposal;

    enter into, engage, continue or otherwise participate in any discussions or negotiations regarding an alternative transaction proposal or grant access to or furnish to any person any non-public information or data with respect to, or to knowingly cooperate in any way that would otherwise reasonably be expected to lead to an alternative transaction proposal;

    approve, endorse, recommend, execute or enter into any agreement, arrangement, understanding, contract, commitment or agreement in principle with respect to an alternative transaction proposal or enter into any agreement, contract or commitment that requires CommerceHub to abandon, terminate or fail to consummate the transactions contemplated by the merger agreement; or

    resolve, propose, or agree to do any of the foregoing.

        Following the date of the merger agreement until the date the stockholders approve the adoption of the merger agreement, if CommerceHub receives an unsolicited bona fide written alternative transaction proposal (x) that our board determines in good faith to be, or to be reasonably likely to lead to, a superior proposal (as defined herein), and (y) in respect of which our board determines in good faith that failure to take action would be reasonably likely to violate the directors' fiduciary duties under applicable law, then CommerceHub may take the following actions:

    furnish any nonpublic information to the person or group making such alternative transaction proposal and afford access to the business, properties, assets, books and records of CommerceHub and its subsidiaries, provided that (i) prior to furnishing any such information, CommerceHub receives from such person or group an executed confidentiality agreement containing confidentiality terms at least as restrictive and at least as favorable to CommerceHub as the terms contained in the confidentiality agreement with Parent and Merger Sub (other than de minimis differences) and that does not prohibit or conflict with any obligation in the merger agreement, and (ii) CommerceHub (A) will not, and will not permit its subsidiaries to, furnish any nonpublic information to any person or group who has made, or which would reasonably be expected to make, an alternative transaction proposal except pursuant to such confidentiality agreement, and (B) shall not, and shall cause its subsidiaries to not, provide any commercially

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      sensitive nonpublic information to any competitor except in a manner consistent with CommerceHub's past practices in dealing with the disclosure of such information in the context of considering alternative transaction proposals prior to the date of the merger agreement; and

    engage in discussions or negotiations with such person or group with respect to such alternative transaction proposal.

        Following the date of the merger agreement, CommerceHub shall, as promptly as practicable (and in any event within 24 hours) following CommerceHub's receipt of any alternative transaction proposal or any proposal, offer or credible inquiry with respect to, or which could reasonably likely lead to, any alternative transaction proposal or any requests for non-public information from, or any discussions or negotiations being sought to be initiated or continued with, CommerceHub, any of its subsidiaries, affiliates or any of their respective directors, officers, employees or representatives (any of the foregoing, an inquiry), provide Parent with written notice of such alternative transaction proposal or inquiry, which notice shall include a written summary of the material terms and conditions thereof and copies of any proposed material written agreements or material correspondence exchanged. In addition, CommerceHub shall provide Parent as promptly as practicable (and in any event within 24 hours) with (A) all information, material developments, discussions or negotiations, in each case, as reasonably necessary to keep Parent reasonably currently informed of all written or material oral communications regarding, and the status of, and any material developments regarding, any such alternative transaction proposal or inquiry and (B) all material nonpublic information concerning CommerceHub or its subsidiaries provided to the person making such alternative transaction proposal or inquiry which was not previously provided to Parent.

Company Adverse Recommendation Change (Page 71)

        Until the date the stockholders approve the adoption of the merger agreement, (A) solely in response to (x) an intervening event (as defined herein) or (y) a superior proposal, our board may make a Company adverse recommendation change (as defined herein) if it determines in good faith, after consultation with its financial advisor and outside legal counsel, that the failure to take such action would be reasonably likely to violate its fiduciary duties under applicable law and (B) solely in the case of a superior proposal, our board may terminate the merger agreement and enter into a superior proposal if, for either clause (A) or (B):

    in the case of a superior proposal, such superior proposal has been made and has not been withdrawn and continues to be a superior proposal, and did not, directly or indirectly, result from or arise out of a breach of CommerceHub's non-solicitation obligations under the merger agreement;

    the CommerceHub stockholder approval has not been obtained;

    our board has determined in good faith, after consultation with its financial advisor and outside legal counsel, that, in light of such intervening event or superior proposal, as applicable, the failure to make a Company adverse recommendation change or terminate the merger agreement and enter into a superior proposal, would reasonably be likely to violate its fiduciary duties under applicable law;

    CommerceHub has:

    provided Parent four business days' prior written notice (the notice period) which states (x) that CommerceHub has received a superior proposal or there has been an intervening event, (y) the material terms of the superior proposal and a copy of all relevant transaction documents with respect thereto or the facts underlying the determination by our board that an intervening event has occurred, and (z) that CommerceHub intends to make a Company

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        adverse recommendation change or terminate the merger agreement and enter a superior proposal, as applicable;

      to the extent requested by Parent, engaged in good faith negotiations with Parent to amend the merger agreement to enable our board to maintain the Company recommendation and not make a Company adverse recommendation change or terminate the merger agreement during the notice period;

      considered in good faith any bona fide offer made by Parent to CommerceHub during the notice period; and

      following the expiration of the notice period and any negotiations with or consideration of any bona fide offers by Parent during the notice period, our board once again determines in good faith, after consultation with its financial advisor and outside legal counsel, that, in light of such intervening event or superior proposal, as applicable, the failure to make a Company adverse recommendation change or terminate the merger agreement and enter into a superior proposal, would reasonably be likely to violate its fiduciary duties under applicable law.

        None of CommerceHub, our board or any committee thereof shall enter into any agreement with any person to limit or not to give prior notice to Parent of its intention to effect a Company adverse recommendation change or to terminate the merger agreement in light of a superior proposal.

Termination (Page 76)

        CommerceHub, Parent and Merger Sub may terminate the merger agreement by mutual written consent at any time before the effective time. In addition, either CommerceHub or Parent may terminate the merger agreement if:

    the merger has not been consummated on or before September 5, 2018 (the outside date), provided that either party may extend the outside date for a period of 75 days upon written notice to the other party if all of the conditions to the closing of the merger have been satisfied or are capable of being satisfied other than certain conditions relating to the receipt of stockholder or HSR Act approvals;

    any court or governmental authority has issued an order or taken any other action permanently restraining, enjoining or otherwise prohibiting the merger and such order or other action is, or has become, final and non-appealable;

    if CommerceHub stockholders fail to approve the adoption of the merger agreement at the special meeting or any adjournments or postponements thereof; or

    the other party breaches any representation, warranty or covenant that would result in the failure of a closing condition to be satisfied, subject to a cure period in certain circumstances.

        CommerceHub may also terminate the merger agreement:

    at any time prior to the adoption of the merger agreement by CommerceHub stockholders, in order for CommerceHub to enter substantially concurrently into a definitive written agreement with respect to an unsolicited superior proposal, subject to CommerceHub having first complied with certain notifications, match rights and other obligations; or

    if Parent fails to consummate the merger within three business days of CommerceHub providing notice that it is ready, willing and able to consummate the merger and at such time as all other conditions to closing are satisfied or waived (other than those conditions that by their nature are to be satisfied by actions taken at the closing of the merger).

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        Parent may also terminate the merger agreement if, prior to approval of the merger by CommerceHub's stockholders:

    our board changes or adversely modifies its recommendation that CommerceHub stockholders vote in favor of adopting the merger agreement; or

    CommerceHub willfully and materially breaches its non-solicitation obligations with respect to alternative transaction proposals.

Termination Fees (Page 77)

        CommerceHub will be required to pay a termination fee to Parent in an amount in cash equal to $31.5 million if the merger agreement is terminated under specified circumstances.

        Parent will be required to pay to CommerceHub a reverse termination fee of $63 million in the event that the merger agreement is terminated under different specified circumstances.

        These fees are discussed in more detail in the section entitled "The Merger Agreement—Termination Fees".

Reimbursement of Expenses (Page 78)

        Each party shall bear its own expenses in connection with the merger agreement and the transactions contemplated by the merger agreement.

        If the merger agreement is terminated due to our board or a committee thereof having effected a Company adverse recommendation change (or such change otherwise occurs), whether or not permitted in the merger agreement, following the special meeting, or any adjournment or postponement thereof, in either case, at which a final vote with respect to the adoption of the merger agreement was taken, then CommerceHub shall, following receipt of an invoice therefor, no later than three business days after the date of such termination, pay, or cause to be paid, at the direction of Parent, up to $5 million of Parent's reasonable and documented out-of-pocket costs and expenses (including reasonable attorney's fees and disbursements) incurred by Parent and its affiliates on or prior to the termination of the merger agreement in connection with the transactions contemplated by the merger agreement.

        If a party fails promptly to pay to the other party any amounts due and, in order to obtain such payment, such other party commences a suit that results in a judgment against the failing party the non-prevailing party shall pay to the prevailing party its costs and expenses (including reasonable attorneys' fees and expenses) in connection with such suit, together with interest.

Regulatory Approvals (Page 61)

        Under the HSR Act and related rules, certain transactions, including the merger, may not be completed until notifications have been given and information furnished to the Antitrust Division of the United States Department of Justice (the antitrust division) and the Federal Trade Commission (the FTC) and all statutory waiting period requirements have been satisfied.

Material U.S. Federal Income Tax Consequences of the Merger (Page 59)

        If you are a U.S. Holder (as defined below in "The Merger (Proposal 1)—Material U.S. Federal Income Tax Consequences of the Merger"), the receipt of cash in exchange for shares of common stock pursuant to the merger will be a taxable transaction for U.S. federal income tax purposes. A U.S. Holder of common stock who receives cash in the merger generally will recognize gain or loss in an amount equal to the difference, if any, between (1) the amount of cash received and (2) such U.S. Holder's adjusted tax basis in the shares of common stock exchanged therefor. Such gain or loss generally will constitute capital gain or loss and will constitute long-term capital gain or loss if the U.S.

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Holder's holding period for the common stock exchanged is more than one year as of the closing date of the merger.

        You should consult your own tax advisors regarding the particular tax consequences to you of the exchange of shares of common stock for cash pursuant to the merger in light of your particular circumstances (including the application and effect of any federal, state, local, or foreign tax laws).

Appraisal Rights (Page 87 and Annex C)

        The holders of Series A common stock, Series B common stock and Series C common stock are entitled to appraisal rights in connection with the merger in accordance with Section 262 of the DGCL. Under Delaware law, holders of our common stock who do not vote in favor of the adoption of the merger agreement, who properly demand appraisal of their shares of common stock and who otherwise comply with the requirements of Section 262 of the DGCL will be entitled to seek appraisal for, and obtain payment in cash for the judicially determined fair value of, their shares of common stock in lieu of receiving the merger consideration if the merger is completed, but only if they comply with all applicable requirements of the DGCL. This value could be more than, the same as, or less than the merger consideration. Any holder of shares of common stock intending to exercise appraisal rights must deliver a written demand for appraisal to us prior to the vote on the proposal to adopt the merger agreement, not vote in favor of the proposal to adopt the merger agreement (in the case of holders of voting stock), continue to hold the shares of record through the effective date of the merger, and otherwise strictly comply with all of the procedures required by Delaware law. The relevant provisions of the DGCL are included as Annex C to this proxy statement. Please read these provisions carefully. Failure to strictly comply with these provisions will result in loss of the right of appraisal.

Completion of the Merger (Page 62)

        We currently anticipate completing the merger no later than the third quarter of 2018, but we cannot predict the exact timing of the completion of the merger or whether the merger will be completed. In order to complete the merger, CommerceHub stockholders must approve the adoption of the merger agreement at the special meeting and the other closing conditions under the merger agreement, including receipt of required regulatory approvals, must be satisfied or, to the extent legally permitted, waived. Approval of the advisory compensation proposal and the adjournment proposal are not conditions to the completion of the merger.

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QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER

        The following questions and answers address briefly some questions you may have regarding the special meeting, the merger agreement and the merger. These questions and answers may not address all questions that may be important to you as a CommerceHub stockholder. Please refer to the more detailed information contained elsewhere in this proxy statement, the annexes to this proxy statement, and the documents referred to in this proxy statement.

Q:    Why am I receiving this proxy statement?

A:
On March 5, 2018, CommerceHub entered into the merger agreement providing for the merger of Merger Sub, a direct, wholly owned subsidiary of Parent, with and into CommerceHub, with CommerceHub surviving the merger as a wholly owned subsidiary of Parent. You are receiving this proxy statement in connection with our board's solicitation of proxies from holders of voting stock in favor of the proposal to adopt the merger agreement and in favor of the other matters to be voted on at the special meeting or any adjournment or postponement of the special meeting.

Q:    What is the proposed transaction?

A:
The proposed transaction is the merger of Merger Sub with and into CommerceHub pursuant to the merger agreement. Following the effective time, CommerceHub would be privately held as a subsidiary of Parent.

Q:    What will I receive in the merger?

A:
If the merger is completed, you will be entitled to receive $22.75 in cash, without interest and less any applicable withholding taxes, for each share of our common stock that you own. For example, if you own 100 shares of common stock, you will be entitled to receive $2,275 in cash in exchange for your shares of common stock, without interest and less any applicable withholding taxes. You will not be entitled to receive shares in the Surviving Corporation or any equity interests in Parent.

Q:    How does the per-share merger consideration compare to the unaffected market price of the common stock?

A:
The $22.75 per-share merger consideration represented a 24.5% premium to the Series A common stock closing price as of March 5, 2018, a 19.3% premium to the one-month volume-weighted average Series A common stock closing price, a 30.2% premium to the Series C common stock closing price as of March 5, 2018, and a 27.1% premium to the one-month volume-weighted average Series C common stock closing price. The Series B common stock, which is convertible on a one-for-one basis at the option of the holder into shares of Series A common stock, is sparsely traded and does not have an active trading market or readily available price quotations.

Q:    Where and when is the special meeting?

A:
The special meeting will take place at 9:00 a.m., local time, on [    ·    ], 2018, at the offices of Baker Botts, 30 Rockefeller Plaza, New York, New York 10112, telephone (212) 408-2500.

Q:    What matters will be voted on at the special meeting?

A:
You will be asked to consider and vote on the following proposals:

a proposal to adopt the merger agreement;

a proposal to approve, on an advisory (non-binding) basis, specified compensation that may become payable to our named executive officers in connection with the merger; and

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Q:    What is a quorum?

A:
A quorum will be present if holders of a majority in total voting power of our shares of voting stock outstanding on the record date and entitled to vote at the special meeting are present in person or represented by proxy at the special meeting. If a quorum is not present at the special meeting, the special meeting may be adjourned or postponed from time to time until a quorum is obtained.

Q:    What vote of our stockholders is required to adopt the merger agreement?

A:
Stockholders holding a majority of the combined voting power of the shares of our voting stock outstanding at 5:00 p.m., New York City time, on the record date and entitled to vote thereon, voting together as a single class, must vote "FOR" the proposal to adopt the merger agreement. In addition, under the merger agreement, the receipt of such required vote is a condition to the completion of the merger. A failure to vote your shares of voting stock, an abstention, or broker non-vote will have the same effect as a vote "AGAINST" the proposal to adopt the merger agreement.

Q:    What vote of our stockholders is required to approve other matters to be considered at the special meeting?

A:
Approval of each of the advisory compensation proposal and the adjournment proposal requires the affirmative vote of the holders of a majority of the combined voting power of the shares of voting stock present in person or represented by proxy and entitled to vote on such proposal at the special meeting, voting together as a single class. Under our bylaws, abstentions will have the same effect as a vote "AGAINST" these proposals. Broker non-votes will have no effect on the voting results for these proposals (assuming a quorum is present). Because all proposals for the special meeting are non-routine and non-discretionary, there will not be any broker non-votes for such proposals.

Q:    How will our directors and executive officers vote on the proposal to adopt the merger agreement?

A:
The directors of CommerceHub have informed CommerceHub that as of the date of this proxy statement and to the extent they own shares of voting stock, they intend to vote in favor of the proposal to adopt the merger agreement. In addition, the directors of CommerceHub have informed CommerceHub that, as of the date of this proxy statement and to the extent they own shares of voting stock, they intend to vote in favor of the advisory compensation proposal and the adjournment proposal. As of 5:00 p.m., New York City local time, on the record date, our directors owned, in the aggregate, less than 1% of the aggregate voting power of the shares of voting stock outstanding, and none of our executive officers owned any shares of voting stock.

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Q:    Have any CommerceHub stockholders agreed to vote their shares in favor of any of the CommerceHub proposals?

A:
Yes. In connection with the merger agreement, on March 5, 2018, Parent and CommerceHub entered into the voting agreement with the trust, with respect to the shares of common stock held by the trust. As of 5:00 p.m., New York City time, on the record date, the trust beneficially owned [    ·    ] shares of Series A common stock and [    ·    ] shares of Series B common stock, collectively representing, in the aggregate, approximately [    ·    ]% of the aggregate voting power represented by the voting stock. As of the record date, the trust also beneficially owned [            ] shares of Series C common stock.

Q:    What voting power do I have?

A:
At the special meeting, holders of Series A common stock will have one vote per share and holders of Series B common stock will have ten votes per share, in each case, that our records show are owned as of the record date. Holders of Series A common stock and Series B common stock will vote together as a single class. The holders of record of our Series C common stock as of the record date are entitled to notice of the special meeting, but are not entitled to vote, except as required by Delaware law, and may not vote on the proposals to be presented at the special meeting.

Q:    How does our board recommend that I vote?

A:
Our board unanimously recommends that CommerceHub stockholders vote "FOR" the proposal to adopt the merger agreement. Our board further unanimously recommends that stockholders vote "FOR" the advisory compensation proposal, and "FOR" the adjournment proposal.

Q:    When do you expect the merger to be completed?

A:
We currently anticipate completing the merger no later than the third quarter of 2018, but we cannot predict the exact timing of the completion of the merger or whether the merger will be completed. In order to complete the merger, CommerceHub stockholders must approve the adoption of the merger agreement at the special meeting and the other closing conditions under the merger agreement, including receipt of required regulatory approvals, must be satisfied or, to the extent legally permitted, waived.

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Q:    What effects will the merger have on CommerceHub?

A:
Our Series A common stock and Series C common stock are currently registered under the Securities Exchange Act of 1934, as amended (the Exchange Act), and are listed on the Nasdaq Global Market (the Nasdaq) under the symbols "CHUBA" and "CHUBK," respectively. Our Series B common stock is not currently registered under the Exchange Act or listed on the Nasdaq but is quoted in the OTC Markets under the symbol "CHUBB." As a result of the merger, CommerceHub will cease to be a publicly traded company and will become a privately held subsidiary of Parent. Following the merger, the registration of our Series A common stock and Series C common stock and our reporting obligations under the Exchange Act will be terminated and our common stock will no longer be listed or quoted on any stock exchange or quotation system, including the Nasdaq and the OTC Markets.

Q:    What happens if the merger is not completed?

A:
If the merger agreement is not adopted by CommerceHub stockholders, or if the merger is not completed for any other reason, CommerceHub stockholders will not receive any payment for their shares of common stock in connection with the merger. Instead, we will remain a public company and shares of our common stock will continue to be listed or quoted on the Nasdaq or OTC Markets, as applicable. In addition, under specified circumstances, CommerceHub may be required to pay Parent a termination fee. See "The Merger Agreement—Termination Fees."

Q:    What will happen if stockholders do not approve the advisory proposal on specified compensation payable to CommerceHub's named executive officers in connection with the merger?

A:
The approval of this proposal is not a condition to the completion of the merger. The vote on this proposal is an advisory vote and will not be binding on CommerceHub or Parent. Further, the underlying plans and arrangements are contractual in nature and not, by their terms, subject to stockholder approval. Therefore, regardless of whether CommerceHub stockholders approve this proposal, if the merger is completed, the specified compensation will still be paid to CommerceHub's named executive officers to the extent payable in accordance with the terms of the merger agreement and applicable compensation and severance arrangements.

Q:    What do I need to do now? How do I vote my shares of voting stock?

A:
We urge you to read this proxy statement carefully, including its annexes and the documents referred to in this proxy statement. Your vote is important. If you are a stockholder of record of voting stock, you can ensure that your shares of voting stock are voted at the special meeting by submitting your proxy by:

mail, using the enclosed postage-paid envelope;

telephone, using the toll-free number listed on each proxy card; or

the Internet, at the address provided on each proxy card.

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Q:    Can I revoke my proxy?

A:
Yes. You can revoke your proxy at any time before the vote is taken at the special meeting. If you are a stockholder of record of voting stock, you may revoke your proxy by notifying CommerceHub's Secretary in writing at c/o CommerceHub, Inc., 201 Fuller Road, 6th Floor, Albany, NY 12203, Attn: Secretary, or by submitting a new proxy by telephone, the Internet or mail, in each case, dated after the date of the proxy being revoked. In addition, you may revoke your proxy by attending the special meeting and voting in person (simply attending the special meeting will not cause your proxy to be revoked). Please note that if you hold your shares of voting stock in "street name" and you have instructed a broker, bank, trust or other nominee to vote your shares of voting stock, the above-described options for revoking your voting instructions do not apply, and instead you must follow the instructions received from your broker, bank, trust or other nominee to revoke your voting instructions or submit new voting instructions.

Q:    Will my shares of voting stock held in "street name" or another form of record ownership be combined for voting purposes with shares I hold of record?

A:
No. Because any shares you may hold in "street name" will be deemed to be held by a different stockholder than any shares you hold of record, any shares so held will not be combined for voting purposes with shares you hold of record. Similarly, if you own shares in various registered forms, such as jointly with your spouse, as trustee of a trust or as custodian for a minor, you will receive, and will need to separately submit a proxy card for those shares because they are held in a different form of record ownership. Shares held by a corporation or business entity must be voted by an authorized officer of the entity. Shares held in an individual retirement account must be voted under the rules governing the account.

Q:    What happens if I sell my shares of common stock before completion of the merger?

A:
If you transfer your shares of common stock (whether or not such shares are entitled to vote), you will have transferred your right to receive the merger consideration in the merger and lost your right to appraisal of your shares under Delaware law. In order to receive the merger consideration (or, if you properly demand appraisal, to remain entitled to appraisal rights with respect to your shares), you must hold your shares of common stock through completion of the merger.

Q:    Should I send in my stock certificates or other evidence of ownership now?

A:
No. After the merger is completed, you will receive a letter of transmittal from the exchange agent for the merger with detailed written instructions for exchanging your shares of common stock for the merger consideration. If your shares of common stock are held in "street name" by your broker, bank, trust or other nominee, you may receive instructions from your broker, bank, trust or other nominee as to what action, if any, you need to take to effect the surrender of your "street name" shares in exchange for the merger consideration. Please do not send in your stock certificates now.

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Q:    I do not know where my stock certificate is—how will I get the merger consideration for my shares?

A:
If the merger is completed, the transmittal materials you will receive after the completion of the merger will include the procedures that you must follow if you cannot locate your stock certificate. These procedures will include an affidavit that you will need to sign attesting to the loss of your stock certificate. Parent may also require that you provide indemnity to the Surviving Corporation in order to cover any potential loss from the missing stock certificate.

Q:    Am I entitled to exercise appraisal rights instead of receiving the merger consideration for my shares of common stock?

A:
The holders of Series A common stock, Series B common stock, and Series C common stock are entitled to appraisal rights in connection with the merger in accordance with Section 262 of the DGCL. Stockholders who do not vote in favor of the proposal to adopt the merger agreement and otherwise comply with the requirements of Section 262 of the DGCL are entitled to statutory appraisal rights under Delaware law if the merger is completed. This means that if you comply with the requirements of Section 262 of the DGCL, you are entitled to have the "fair value" of your shares of common stock determined by the Delaware Court of Chancery and to receive payment based on that valuation instead of receiving the merger consideration. The ultimate amount you would receive in an appraisal proceeding may be more than, the same as or less than the amount you would have received under the merger agreement. To exercise your appraisal rights, you must strictly comply with the requirements of the DGCL. See "Appraisal Rights" and the text of the Delaware appraisal rights statute, Section 262 of the DGCL, which is reproduced in its entirety as Annex C to this proxy statement. Please read it carefully.

Q:    Do any of CommerceHub's directors or executive officers have interests in the merger that may differ from those of CommerceHub stockholders generally?

A:
Yes. In considering the recommendation of our board with respect to the proposal to adopt the merger agreement, you should be aware that our directors and executive officers may have interests in the merger that are different from, or in addition to, the interests of stockholders generally. These interests include Mr. Poore's co-investor agreement to re-invest $6 million of merger consideration in Great Dane Holding, an affiliate of Parent, and participate in a management incentive program featuring both time-based and performance-based awards. In (i) evaluating and negotiating the merger agreement, (ii) approving the merger agreement and the merger, and (iii) recommending that the merger agreement be adopted by stockholders, our board was aware of and considered these interests to the extent that they existed at the time, among other matters. For more information, see the section of this proxy statement captioned "The Merger (Proposal 1)—Interests of Certain Persons in the Merger."

Q:    Will I have to pay taxes on the merger consideration I receive?

A:
If you are a U.S. Holder (as defined below in "The Merger (Proposal 1)—Material U.S. Federal Income Tax Consequences of the Merger"), the receipt of cash in exchange for shares of common stock pursuant to the merger will be a taxable transaction for U.S. federal income tax purposes. A U.S. Holder of common stock who receives cash in the merger generally will recognize gain or loss in an amount equal to the difference, if any, between (1) the amount of cash received and (2) such U.S. Holder's adjusted tax basis in the shares of common stock exchanged therefor. Such gain or loss generally will constitute capital gain or loss and will constitute long-term capital gain or loss if the U.S. Holder's holding period for the common stock exchanged is more than one year as of the closing date of the merger. You should consult your own tax advisors regarding the particular tax consequences to you of the exchange of shares of common stock for cash pursuant to the merger

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Q:    What does it mean if I get more than one proxy card or voting instruction card?

A:
If your shares are registered differently or are held in more than one account, you will receive more than one proxy card or voting instruction card. Please complete and return all of the proxy cards or voting instruction cards you receive (or submit each of your proxies by telephone or the Internet, if available to you) to ensure that all of your shares are voted.

Q:    Who is paying for this proxy solicitation?

A:
Our directors, officers and employees may solicit proxies on our behalf in person, by telephone, email or facsimile. These persons will not be paid additional remuneration for their efforts. CommerceHub has also engaged D.F. King & Co., Inc. to assist in the solicitation of proxies and provide related advice and informational support, for a services fee of $7,500, plus customary disbursements. CommerceHub will pay all expenses of filing, printing and mailing this proxy statement, including solicitation expenses.

Q:    What is householding and how does it affect me?

A:
The Securities and Exchange Commission (the SEC) permits companies to send a single set of proxy materials to any household at which two or more stockholders reside, unless contrary instructions have been received, but only if the applicable company provides advance notice and follows certain procedures. In cases where contrary instructions have been received, each stockholder continues to receive a separate notice of the meeting and proxy card. Certain brokerage firms may have instituted householding for beneficial owners of common stock held through brokerage firms. If your family has multiple accounts holding our common stock, you may have already received a householding notification from your broker. Please contact your broker directly if you have any questions or require additional copies of this proxy statement. The broker will arrange for delivery of a separate copy of this proxy statement promptly upon your written or oral request. You may decide at any time to revoke your decision to household, and thereby receive multiple copies.

Q:    Who can help answer my other questions?

A:
If you have additional questions about the merger, or require assistance in submitting your proxy or voting your shares or need additional copies of the proxy statement or the enclosed proxy card, please contact our proxy solicitor, D.F. King & Co., Inc. at:

D.F. King & Co., Inc.
48 Wall Street, 22nd Floor
New York, New York 10005
Banks and Brokers Call: (212) 269-5550
All Others Call Toll Free: (800) 290-6424
Email: CHUBA@dfking.com

If a broker, bank, trust or other nominee holds your shares, you should also call your broker, bank, trust or other nominee for additional information.

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CAUTIONARY STATEMENT REGARDING
FORWARD-LOOKING STATEMENTS

        This proxy statement, and the documents to which we refer you in this proxy statement, include "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements about the expected timetable for completing the transaction; beliefs and expectations of CommerceHub, GTCR and Sycamore about the proposed acquisition of CommerceHub and their respective long-term vision for CommerceHub; expectations regarding the management, corporate structure, projected results, and strategy of CommerceHub following the closing of the transaction; the expected impact of this transaction on CommerceHub's employees, customers, financial and operating results and business; and the anticipated funding for the transaction. The words "anticipates," "believes," "expects," "may," "plans," "predicts," "will," "potential," "goal" and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. CommerceHub's actual results may differ materially from such forward-looking statements as a result of numerous factors, some of which CommerceHub may not be able to predict and may not be within CommerceHub's control. Factors that could cause such differences include, but are not limited to, (i) the risk that the proposed merger may not be completed in a timely manner, or at all, which may result in the payment of a termination fee by CommerceHub and may adversely affect CommerceHub's business and the price of its common stock, (ii) the failure to satisfy all of the closing conditions of the proposed merger, including the adoption of the merger agreement by CommerceHub's stockholders and the receipt of certain governmental and regulatory approvals, (iii) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement, (iv) the effect of the announcement or pendency of the proposed merger on CommerceHub's business, operating results and relationships with customers, suppliers, competitors and others, (v) risks that the proposed merger may divert management's attention and otherwise disrupt CommerceHub's current plans and business operations, (vi) potential difficulties in hiring or retaining employees as a result of the proposed merger and (vii) the outcome of any legal proceedings that may be instituted against CommerceHub related to the merger agreement or the proposed merger. In addition, CommerceHub's actual performance and results may differ materially from those currently anticipated due to a number of other risks, including, without limitation, market acceptance and performance of our products and services, competitive issues, general market conditions, regulatory matters and changes in law affecting our business, and the "Risk Factors" described in CommerceHub's Annual Report on Form 10-K for the year ended December 31, 2017 as filed with the SEC on March 1, 2018 (the 2017 Annual Report), subsequent Quarterly Reports filed with the SEC and CommerceHub's other SEC filings. Forward-looking statements set forth herein speak only as of the date of this proxy statement, and we expressly disclaim any obligation or undertaking to update or revise to any such statement contained herein to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. Where, in any forward-looking statement, we express an expectation or belief as to future results or events, such expectation or belief is expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the expectation or belief will result or be achieved or accomplished. There can be no assurance that any expectation or belief expressed in a forward-looking statement will occur, and you should not place undue reliance on any forward-looking statements.

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THE COMPANIES

CommerceHub, Inc.

        CommerceHub is a Delaware corporation that is a leading provider of cloud-based ecommerce fulfillment and marketing solutions for large retailers, marketplaces, consumer brands and their suppliers. Our solutions help our customers implement strategies to increase their ecommerce revenues and create meaningful operational efficiencies within their supply chains. Our customers use our cloud-based software and service capabilities, which are tailored for specific customer business rules and processes, to more effectively fulfill consumer orders, generate consumer demand for their products and deliver those products to consumers.

        Since the beginning of ecommerce, retailers and brands have faced significant financial and operational difficulties transitioning their businesses to digital environments. For example, retailers have been challenged by the task of providing their customers with the large selection of products that they expect and increasingly demand. Buying larger assortments of products from suppliers and storing them in inventory requires significant capital investment for retailers. Similarly, operating warehouses equipped with the capabilities needed to receive and prepare orders for shipment is complex and expensive. CommerceHub helps to solve these problems by helping retailers leverage the "virtual inventory" of thousands of suppliers. Through CommerceHub's platform, retailers and suppliers can share product information and inventory data, and process customer orders that are drop-shipped with the retailer's branding and delivery speed promises. In addition, by connecting with our large network of retailers and other demand channels, brands and suppliers are able to proactively unlock new sources of demand for their products. For example, rather than relying exclusively on their legacy wholesale relationships and the consumer demand generated by their own websites, brands are able to extend their reach by selling through additional retailers and online marketplaces, such as Amazon and eBay.

        Founded in 1997, CommerceHub has been operating as a stand-alone publicly traded company since our spin-off from Liberty Interactive Corporation on July 22, 2016 (the Spin-Off). A detailed description of CommerceHub's business is contained in the 2017 Annual Report. See "Item 1—Business."

        Our principal executive offices are located at 201 Fuller Road, 6th Floor, Albany, New York 12203, and our telephone number at that address is (518) 810-0700. Our website address is www.commercehub.com. The information contained in, or that may be accessed through, our website is not intended to be incorporated into this proxy statement.

Great Dane Parent, LLC and Great Dane Merger Sub, Inc.

        Parent is a Delaware limited liability company and Merger Sub is a Delaware corporation and a direct, wholly owned subsidiary of Parent. Both Parent and Merger Sub were formed solely for the purpose of entering into the merger agreement and consummating the transactions contemplated by the merger agreement and have not engaged in any business except for activities incidental to their formation and as contemplated by the merger agreement. Parent and Merger Sub were formed by GTCR to facilitate the participation of GTCR and Sycamore in the transaction. The address for Parent and Merger Sub is 300 North LaSalle St., Suite 5600, Chicago, Illinois 60654.

Affiliates of GTCR

        Founded in 1980, GTCR is a leading private equity firm focused on investing in growth companies in the financial services and technology, healthcare, technology, media and telecommunications and growth business services industries. The Chicago-based firm pioneered The Leaders StrategyTM—finding and partnering with management leaders in core domains to identify, acquire and build market-leading

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companies through transformational acquisitions and organic growth. Since its inception, GTCR has invested more than $15 billion in over 200 companies.

Affiliates of Sycamore

        Founded in 2011, Sycamore is a private equity firm based in New York specializing in consumer and retail investments. The firm has more than $3.5 billion in capital under management. The firm's strategy is to partner with management teams to improve the operating profitability and strategic value of their businesses. The firm's investment portfolio currently includes Belk, Coldwater Creek, EMP Merchandising, Hot Topic, MGF Sourcing, NBG Home, Nine West Holdings, Staples, Inc., Staples' United States Retail Business, Staples' Canadian Retail Business, Talbots, The Limited and Torrid.

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THE SPECIAL MEETING

Date, Time, and Place of the Special Meeting

        This proxy statement is being furnished to our stockholders as part of the solicitation of proxies by our board for use at the special meeting to be held at 9:00 a.m., local time, on [    ·    ], 2018 at the offices of Baker Botts, 30 Rockefeller Plaza, New York, New York 10112, telephone (212) 408-2500 or at any adjournment or postponement of such meeting. This proxy statement is first being mailed to our stockholders on or about [    ·    ], 2018.

Purpose of the Special Meeting

        The purpose of the special meeting is for the holders of our voting stock to consider and vote upon the proposal to adopt the Agreement and Plan of Merger, dated as of March 5, 2018 (as may be amended from time to time), by and among CommerceHub, Parent and Merger Sub (the merger agreement). Holders of our voting stock must approve the adoption of the merger agreement for the merger to be completed. A copy of the merger agreement is attached to this proxy statement as Annex A and the material provisions of the merger agreement are described under "The Merger Agreement." Holders of our voting stock are also being asked to approve one or more adjournments of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting or any adjournment or postponement of the special meeting to adopt the merger agreement (the adjournment proposal).

        In addition, in accordance with Section 14A of the Exchange Act, we are providing holders of our voting stock with the opportunity to cast an advisory (non-binding) vote on specified compensation that may be payable to CommerceHub's named executive officers in connection with the merger, the value of which is disclosed in the table in the section of the proxy statement entitled "The Merger (Proposal 1)—Interests of Certain Persons in the Merger" (the advisory compensation proposal). The vote on the advisory compensation proposal is separate and apart from the vote to adopt the merger agreement. Accordingly, a holder of our voting stock may vote to approve the adoption of the merger agreement and vote not to approve the advisory compensation proposal and vice versa. Approval of this advisory compensation proposal is not a condition to the completion of the merger. Because the advisory compensation proposal vote is advisory in nature only, it will not be binding on either CommerceHub or Parent. Accordingly, because CommerceHub is contractually obligated to pay the specified compensation, such compensation will be payable, subject only to the conditions applicable to such payment, if the merger is completed and regardless of the outcome of the advisory vote.

Record Date and Quorum

        The holders of record of our voting stock as of 5:00 p.m., New York City time, on [    ·    ], 2018 (the record date), are entitled to vote at the special meeting. All holders of our voting stock will vote together as a single class on each proposal. On the record date, there were [    ·    ] shares of Series A common stock and [    ·    ] shares of Series B common stock outstanding and entitled to vote at the special meeting. The holders of record of our Series C common stock as of 5:00 p.m., New York City time, on the record date are entitled to notice of the special meeting but are not entitled to vote, except as required by Delaware law, and may not vote on the proposals to be presented at the special meeting.

        The presence at the special meeting, in person or by proxy, of the holders of a majority in total voting power of the shares of our voting stock outstanding on the record date and entitled to vote at the special meeting will constitute a quorum, permitting CommerceHub to conduct its business at the special meeting. Treasury shares, which are shares owned by CommerceHub itself, are not voted and do not count for this purpose. Proxies received but not marked or marked as abstentions will be included in the calculation of the number of shares considered to be present at the special meeting. Because all proposals for the special meeting are non-routine and non-discretionary, there will not be any broker

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non-votes for such proposals. See "—Voting; Proxies; Revocation—Submitting a Proxy or Providing Voting Instructions—Shares Held in "Street Name"" below.

Required Vote

        For CommerceHub to complete the merger, under Delaware law, stockholders holding a majority of the combined voting power of the shares of our voting stock outstanding at 5:00 p.m., New York City time, on the record date and entitled to vote thereon, voting together as a single class, must vote "FOR" the proposal to adopt the merger agreement. A failure to vote your shares of common stock, an abstention or broker non-vote will have the same effect as a vote "AGAINST" the proposal to adopt the merger agreement.

        Approval of each of the advisory compensation proposal and the adjournment proposal requires the affirmative vote of the holders of a majority of the combined voting power of the shares of our voting stock present in person or represented by proxy and entitled to vote on such proposal at the special meeting, voting together as a single class. Under our bylaws, abstentions will have the same effect as a vote "AGAINST" the advisory compensation proposal and the adjournment proposal. Broker non-votes will have no effect on the voting results for these proposals (assuming a quorum is present).

Votes You Have

        At the special meeting, holders of shares of Series A common stock will have one vote per share and holders of shares of Series B common stock will have ten votes per share, in each case, that our records show were owned as of the record date. The holders of record of our Series C common stock are not entitled to vote, except as required by Delaware law, and may not vote on the proposals to be presented at the special meeting

Voting by CommerceHub's Directors and Executive Officers

        The directors of CommerceHub have informed CommerceHub that, as of the date of this proxy statement and to the extent they own shares of voting stock, they intend to vote in favor of the proposal to adopt the merger agreement, although none of them has an obligation to do so. In addition, the directors of CommerceHub have informed CommerceHub that, as of the date of this proxy statement and to the extent they own shares of voting stock, they intend to vote in favor of the advisory compensation proposal and the adjournment proposal. At 5:00 p.m., New York City time, on the record date, our directors owned, in the aggregate, less than 1% of the aggregate voting power of the outstanding shares of voting stock, and none of our executive officers owned any shares of voting stock.

Voting by Certain CommerceHub Stockholders

        In connection with the merger agreement, on March 5, 2018, Parent and CommerceHub entered into the voting agreement with the trust, with respect to its shares of common stock. As of the record date, the trust beneficially owned [    ·    ] shares of Series A common stock and [    ·    ] shares of Series B common stock, collectively representing, in the aggregate, approximately [    ·    ]% of the aggregate voting power represented by the voting stock. As of the record date, the trust also beneficially owned [            ] shares of Series C common stock.

        Pursuant to the voting agreement, the trust agreed, among other things and subject to certain conditions, to, at any meeting of stockholders of CommerceHub called to vote to adopt the merger agreement, vote all shares of voting stock beneficially owned by the trust in favor of the adoption of the merger agreement, and to vote against certain other matters that would reasonably be expected to prevent or interfere with the consummation of the merger, so long as such obligations have not terminated in accordance with the terms set forth in the voting agreement. Based on these arrangements, as of the record date, the affirmative vote of the holders of at least an additional [

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    ·    ]% of the aggregate voting power of the shares of voting stock outstanding (exclusive of those held by the trust), voting together as a single class, is required in order to approve the proposal to adopt the merger agreement.

        The trust also agreed, until the earliest of the effective time or the expiration date, to not (A) solicit proxies or become a participant in a solicitation in favor of any alternative transaction proposal, (B) initiate a stockholders' vote with respect to any alternative transaction proposal or (C) become a member of a group with respect to any voting securities of CommerceHub with respect to any alternative transaction proposal.

        The trust also agreed, until the earliest of (a) the effective time, (b) the termination of the merger agreement or (c) the outside date, to certain transfer restrictions including (i) restrictions on selling, transferring or disposing of shares of common stock and (ii) restrictions on the ability to enter into voting agreements or to grant proxies or powers of attorney with respect to its common stock, in each case, subject to certain exceptions.

        Parent agreed to pay the reasonable out-of-pocket costs and expenses incurred by the trust in connection with the voting agreement in an amount not to exceed $75,000 and CommerceHub agreed to indemnify the trust and its trustees, beneficiaries, representatives and advisors for losses relating to or arising out of the voting agreement or merger agreement.

        A copy of the voting agreement is attached as Annex D to this proxy statement.

Voting; Proxies; Revocation

        Attendance.    All holders of shares of common stock as of 5:00 p.m., New York City time, on the record date, including stockholders of record and beneficial owners of common stock registered in the "street name" of a broker, bank, trust or other nominee, are invited to attend the special meeting. If you are a stockholder of record, please be prepared to provide proper identification, such as a driver's license. If you hold your shares in "street name," you will need to provide proof of ownership, such as a recent account statement or voting instruction form provided by your broker, bank, trust, or other nominee or other similar evidence of ownership, along with proper identification.

        Voting in Person.    Stockholders of record of voting stock will be able to vote in person at the special meeting. If you are not a stockholder of record of voting stock, but instead hold your shares of voting stock in "street name" through a broker, bank, trust or other nominee, you must provide a proxy executed in your favor from your broker, bank, trust or other nominee in order to be able to vote in person at the special meeting.

        Submitting a Proxy or Providing Voting Instructions.    To ensure that your shares of voting stock are voted at the special meeting, we recommend that you provide voting instructions promptly by proxy, even if you plan to attend the special meeting in person.

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        If you sign, date, and return your proxy card without indicating how you wish to vote on a proposal, your proxy will be voted in accordance with our board's recommendation—i.e., in favor of (i) the proposal to adopt the merger agreement, (ii) the advisory compensation proposal, and (iii) the adjournment proposal. If you are a stockholder of record of voting stock and fail to return your proxy card, unless you attend the special meeting and vote in person, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the special meeting and will have the same effect as a vote against the proposal to adopt the merger agreement, but will not affect the other proposals.

        Revocation of Proxies.    Any person giving a proxy pursuant to this solicitation has the power to revoke and change it any time before it is voted. If you are a stockholder of record of voting stock, you may revoke your proxy at any time before the vote is taken at the special meeting by:

        Attending the special meeting without taking one of the actions described above will not in itself revoke your proxy. Please note that if you want to revoke your proxy by mailing a new proxy card to CommerceHub or by sending a written notice of revocation to CommerceHub, you should ensure that you send your new proxy card or written notice of revocation in sufficient time for it to be received by CommerceHub before the special meeting.

        If you hold your shares of voting stock in "street name" through a bank, broker, trust or other nominee, you will need to follow the instructions provided to you by your bank, broker, trust or other nominee in order to revoke your voting instructions or submit new voting instructions.

Adjournments and Postponements

        Although it is not currently expected, the special meeting may be adjourned or postponed for the purpose of soliciting additional proxies. We are submitting a proposal for consideration at the special meeting to authorize the named proxies to approve one or more adjournments of the special meeting,

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if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to adopt the merger agreement at the time of the special meeting or any adjournment or postponement of the special meeting. The adjournment proposal relates only to an adjournment of the special meeting (or any adjournment or postponement of the special meeting) for purposes of soliciting additional proxies to obtain the requisite stockholder approval to adopt the merger agreement. CommerceHub retains full authority to the extent set forth in its bylaws and Delaware law to adjourn the special meeting (or any adjournment or postponement of the special meeting) for any other purpose, or to postpone the special meeting (or any adjournment or postponement of the special meeting) before it is convened, without the consent of any CommerceHub stockholder.

        If the special meeting is adjourned, we are not required to give notice of the time and place of the adjourned meeting if announced at the meeting at which the adjournment is taken, unless the adjournment is for more than 30 days or our board fixes a new record date for the special meeting. At any adjourned meeting, any business may be transacted which might have been transacted at the original meeting. All proxies will be voted in the same manner as they would have been voted at the original convening of the special meeting, except for any proxies that have been effectively revoked or withdrawn prior to the time the proxy is voted at the reconvened meeting.

Solicitation of Proxies

        Our directors, officers, and employees may solicit proxies on our behalf in person, by telephone, email or facsimile. These persons will not be paid additional remuneration for their efforts. CommerceHub has also engaged D.F. King & Co., Inc. to assist in the solicitation of proxies and provide related advice and informational support, for a services fee of $7,500, plus customary disbursements. We also will request brokers and other fiduciaries to forward proxy solicitation material to the beneficial owners of shares of common stock that the brokers and fiduciaries hold of record. Upon request, we will reimburse them for their reasonable out-of-pocket expenses. CommerceHub will pay all expenses of filing, printing, and mailing this proxy statement, including solicitation expenses.

Stockholder List

        A list of CommerceHub stockholders entitled to vote at the special meeting will be available for inspection at the special meeting and for ten days prior to the special meeting for any purpose germane to the special meeting, between the hours of 8:45 a.m. and 4:30 p.m., local time, at our principal executive offices at 201 Fuller Road, 6th Floor, Albany, New York 12203, by contacting the Secretary of CommerceHub.

Other Information

        You should not return your stock certificate or send documents representing common stock with the proxy card. If the merger is completed, the exchange agent for the merger will send you a letter of transmittal and instructions for exchanging your shares of common stock for the merger consideration.

Questions and Assistance

        If you have questions about the merger or how to submit your proxy, or if you need additional copies of this proxy statement or the enclosed proxy card or voting instructions, please contact our proxy solicitor, D.F. King & Co., Inc., at:

D.F. King & Co., Inc.
48 Wall Street, 22nd Floor
New York, New York 10005
Banks and Brokers Call: (212) 269-5550
All Others Call Toll Free: (800) 290-6424
Email: CHUBA@dfking.com

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THE MERGER (PROPOSAL 1)

General

        If the merger agreement is adopted by CommerceHub stockholders and all other conditions to the closing of the merger are either satisfied or waived, Merger Sub will merge with and into CommerceHub. CommerceHub will be the surviving corporation in the merger and will continue as a wholly owned subsidiary of Parent. Upon completion of the merger, each outstanding share of common stock (other than shares owned by Parent, Merger Sub or CommerceHub, and any dissenting shares) will be automatically converted into the right to receive $22.75 in cash, without interest and less any applicable withholding taxes.

        Our Series A common stock and Series C common stock are traded on the Nasdaq under the symbols "CHUBA" and "CHUBK," respectively, and our Series B common stock is traded on the OTC Markets under the symbol "CHUBB". If the merger is completed, CommerceHub will cease to be an independent public company and will become a subsidiary of Parent. Following the completion of the merger, the registration of our Series A common stock and Series C common stock and our reporting obligations under the Exchange Act will be terminated. In addition, upon the completion of the merger, our common stock will no longer be listed on any stock exchange or quotation system, including the Nasdaq or the OTC Markets.

Recommendation of CommerceHub's Board of Directors

        Our board has unanimously approved and declared advisable the merger agreement and determined that the merger agreement and the transactions contemplated thereby, including without limitation, the merger, are fair to, and in the best interests of, CommerceHub and its stockholders. Our board unanimously recommends that the stockholders vote "FOR" the proposal to adopt the merger agreement.

Background of the Merger

        Subsequent to the Spin-Off, the board regularly considered various strategic alternatives to increase stockholder value. In particular, during the spring and summer of 2017, management of CommerceHub considered exploring, among other things, the availability of potential acquisition targets that would be complementary to and potentially synergistic with the business of CommerceHub. In June 2017, in connection with its ongoing review, the board authorized management to begin the process of engaging a financial advisor to assist CommerceHub in considering its strategic alternatives. Evercore, which was selected by CommerceHub to assist CommerceHub based primarily on Evercore's expertise in the software industry, began to help management consider specific acquisition targets. None of these targets engaged with CommerceHub beyond the preliminary discussions phase. In anticipation of the August 23, 2017 meeting of the board, CommerceHub requested that Evercore prepare a preliminary review of potential alternatives for CommerceHub, including (i) potential acquisitions, (ii) continued focus on organic growth through investment in CommerceHub's existing capabilities and (iii) a possible sale of CommerceHub.

        On August 23, 2017, at a meeting of the board, with members of management and Evercore in attendance, Evercore presented and discussed with the board its preliminary review of various strategic alternatives that CommerceHub could consider. With regard to CommerceHub's ability to grow through acquisitions, the board discussed with Evercore potential acquisition targets available to CommerceHub and possible integration efforts that may be necessary to achieve potential synergies following their acquisition. It was also discussed that certain businesses in the same industry as CommerceHub were being valued at multiples that would make it costly for CommerceHub to complete an acquisition. With regard to a strategy focused on organic growth, the board discussed with Evercore potential strategies for revenue growth and related risks. Lastly, with regard to the possibility

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of a sale of CommerceHub, the board discussed with Evercore potential bidders. Following these discussions, the board resolved to engage Evercore formally as its financial advisor to assist CommerceHub in further exploring strategic alternatives. With regard to next steps, and after conferring with Evercore, the board determined that strategic purchasers might be more attractive potential acquirers than financial purchasers because they could potentially offer higher prices due to greater potential synergies with their existing businesses, and because such companies are generally subject to lower financing risk and could complete due diligence review quickly and efficiently. The board instructed Evercore to first contact a number of potential strategic purchasers to assess their interest in acquiring CommerceHub, after which, at the direction of the board, Evercore and management would conduct a broader process that would involve potential financial purchasers. At this meeting, CommerceHub's General Counsel also discussed with the directors their fiduciary duties under applicable law.

        For the next several weeks, at the board's direction, Evercore contacted a number of potential strategic purchasers to assess their interest in acquiring CommerceHub.

        On October 6, 2017, CommerceHub executed an engagement letter with Evercore for Evercore to serve as CommerceHub's financial advisor, which engagement had been approved by the board on August 23.

        By early October 2017, Evercore had contacted nine strategic parties from a variety of industries, each of which CommerceHub felt, and Evercore agreed, would be parties potentially interested in a strategic transaction with CommerceHub. All of the strategic parties contacted ultimately declined to proceed, although two such parties entered into non-disclosure agreements with CommerceHub and attended meetings with management prior to declining. These strategic parties cited a number of reasons to Evercore for their decision not to move forward, including lack of fit within the potential purchaser's strategy. However, one of the strategic parties (Strategic A) requested that Evercore contact it if and when Evercore thought a sale of CommerceHub may be likely.

        On October 19, 2017, at a meeting of the board attended by members of management and Evercore, the board was provided with a summary of the outreach process to date, including the potential purchasers approached, a summary of exploratory meetings that occurred with potential counterparties, and the lack of interest of any of the contacted parties in entering into a transaction to acquire CommerceHub (other than Strategic A's interest in being contacted at a later time). At the meeting, the board evaluated whether it should also contact potential financial purchasers and whether a transaction with a financial purchaser may be attainable on terms that would be favorable to CommerceHub's stockholders. Following discussion, the board instructed management to continue working with Evercore to identify select potential financial purchasers of CommerceHub and proceed to contact such potential financial purchasers.

        Accordingly, and at the direction of the board, over the next several weeks, Evercore proceeded to contact seven potential financial purchasers, including GTCR. Evercore also contacted one additional strategic party owned by a financial sponsor, which declined to pursue the acquisition of CommerceHub. Of the seven potential financial purchasers contacted, five of them (including GTCR) entered into non-disclosure agreements with CommerceHub by mid-November and two elected not to proceed. After initially entering into a non-disclosure agreement with CommerceHub, an additional one of the potential financial purchasers declined to participate shortly thereafter. Certain of the non-disclosure agreements entered into between CommerceHub and potential purchasers included a standstill and certain restrictions on the potential purchasers' ability to request a waiver of such standstill from CommerceHub. All such provisions other than those applicable to Sponsor B fell away upon entry by CommerceHub into the merger agreement.

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        The remaining four potential financial purchasers, including GTCR, expressed an interest in participating in a sales process. Over the ensuing weeks, Evercore and CommerceHub representatives held a series of exploratory meetings with each of the four potential financial purchasers.

        On December 4, 2017, at a meeting of the board attended by members of management and Evercore, Evercore provided a summary of developments in the outreach to potential purchasers, including a discussion of the parties approached and a summary of exploratory meetings that occurred with the potential purchasers. As part of that discussion, a member of the board disclosed that he was an executive officer of a company which was owned by a fund managed by one of the potential purchasers (Sponsor A) that Evercore had approached on behalf of CommerceHub but that he expected to transition to an advisory role in the near term at such company in connection with its pending merger. The director disclosed the details of his relationship with Sponsor A, including a passive minority interest in a Sponsor A affiliate fund in connection with his role as an executive officer of the company, and advised the board that he had no disclosure obligations to Sponsor A with respect to CommerceHub. He further informed the board that, given the attenuated nature of his relationships with Sponsor A, those relationships would not, in his opinion, impede his ability to consider the opportunities being explored in a disinterested manner and to act in the best interests of CommerceHub. Following the ensuing discussion regarding such relationships, the board members, excluding the director who initiated the discussion, unanimously determined that, in light of the attenuated nature of the director's relationship with Sponsor A, the director was disinterested and that his insights and participation would be valuable to the board's review and in the best interests of CommerceHub. Following discussion, the board determined to invite the remaining four potential financial purchasers to submit indications of interest in acquiring CommerceHub for the board to further evaluate, although the board did not definitively determine that CommerceHub would accept an offer or agree to sell CommerceHub.

        On December 5, 2017, one of the potential financial purchasers declined to participate further.

        On December 6, 2017, at the direction of CommerceHub, Evercore sent process letters containing bid instructions and procedures to each of the remaining potential purchasers, requesting that interested parties submit preliminary indications of interest and an indicative price by December 21, 2017. Also during mid-December 2017, at the direction of management, Evercore provided to the potential purchasers a set of preliminary draft projections prepared by management of CommerceHub in connection with the sales process, which were prepared applying aggressive assumptions about the prospects of the business, including assumptions about new initiatives such as the international expansion of CommerceHub's operations.

        On or about December 21, 2017, on the basis of their initial management meetings and prior to commencing further due diligence review, each of GTCR and Sponsor A submitted a preliminary indication of interest and the other potential financial purchaser declined to participate further in the process based on their inability to offer a price they believed would be attractive to CommerceHub and its stockholders. In its submission, GTCR indicated a total equity value of CommerceHub of $1.027 billion, representing a price of $22.09 per share for each series of common stock. Sponsor A indicated a price of $24.00 to $25.00 per share for each series of common stock. Shortly after its review of the submissions, CommerceHub instructed Evercore to inform GTCR and Sponsor A that CommerceHub would respond to the bids at the start of the new year.

        On January 2, 2018, during a status update call with the board, with members of management and Evercore in attendance, Evercore reviewed the two submissions with the board and its preliminary financial analysis (taking into account, at the direction of management, the preliminary draft projections that had been recently provided to the potential purchasers), following which the board determined that CommerceHub should proceed with discussions with both GTCR and Sponsor A. The

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board directed CommerceHub's management to make additional due diligence information available to each of GTCR and Sponsor A.

        On January 8, 2018, representatives of CommerceHub contacted Strategic A, in response to its earlier request, to inform Strategic A that a potential transaction involving CommerceHub may be likely. Strategic A declined to proceed.

        On January 11, 2018, a financial purchaser that was not one of the financial purchasers Evercore had approached in October 2017 independently contacted Evercore to express its potential interest in a transaction with CommerceHub. Evercore promptly informed CommerceHub of this unsolicited request. However, when asked to formalize their interest in CommerceHub through a written expression of interest, the potential purchaser declined to do so and did not participate further.

        On January 12, 2018, CommerceHub opened a virtual data room to allow GTCR and Sponsor A to conduct a detailed documentary due diligence review, and thereafter the two potential purchasers engaged in multiple follow-up due diligence calls and requested additional information regarding various aspects of CommerceHub's business, including industry trends, technology, tax, accounting and other areas of review.

        On January 17, 2018, at the direction of CommerceHub, Evercore sent process letters containing bid instructions and procedures, and CommerceHub provided a proposed form of merger agreement, to each of GTCR and Sponsor A, requesting second round proposals and comments to the proposed form of merger agreement by January 26, 2018. Each of the bidders was instructed to assume that shares of each series of common stock would receive the same per share consideration. The proposed form of merger agreement contemplated, among other things, that the purchaser would provide a full equity backstop to finance the entire purchase price, with no limitation on damages owed by the purchaser in the event of certain termination events, including a financing failure, no voting commitment by Mr. Malone, an unlimited ability of the board to change its recommendation to stockholders to support the transaction, no right of expense reimbursement for the purchaser in the event the stockholders did not approve the transaction and no survival of liability of CommerceHub for its breach in the event the transaction did not close. Also on that day and the following day, CommerceHub's management team met with each of GTCR and Sponsor A in New York, New York for an additional round of day-long in-person due diligence review sessions.

        On January 19, 2018, another financial purchaser (Sponsor B) that was not one of the financial purchasers Evercore had approached in October 2017 independently contacted Evercore to express its potential interest in a transaction with CommerceHub. Evercore promptly informed CommerceHub of this unsolicited request. In response, at the direction of management, Evercore requested that Sponsor B submit a written indication of interest for the board's consideration.

        On January 23, 2018, Sponsor A contacted Evercore to communicate that, after additional due diligence review, it was no longer prepared to submit an offer within its initial bid range of $24.00 to $25.00 per share. Sponsor A did not participate further in the process to explore strategic alternatives.

        On January 26, 2018, CommerceHub received a second-round proposal from GTCR together with a marked merger agreement showing GTCR's proposed changes to the draft initially provided by CommerceHub. GTCR's proposal indicated its interest in an acquisition of CommerceHub at a price of $23.00 per share. GTCR's proposal was supported by an equity commitment letter for $680 million and three "highly confident" letters for the debt financing. GTCR's proposed draft merger agreement included, among other things, (a) a request for a voting agreement from Mr. Malone supporting the merger and (b) a financing structure that contemplated the securing of debt financing commitments, coupled with a reverse termination fee of 5% of the proposed equity value of the transaction to be payable to CommerceHub and guaranteed by GTCR in the event of certain termination events, including a financing failure (notwithstanding CommerceHub's request that any proposal contemplate a

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full equity backstop by GTCR for the aggregate purchase price). The draft merger agreement also limited the ability of the board to change its recommendation to stockholders to support the transaction, a right of Parent to reimbursement of its expenses up to $5 million in the event the stockholders did not approve the transaction and a termination fee of 4% of the proposed equity value of the transaction to be payable to Parent in the event that the board approved a superior proposal and in certain other cases. GTCR also requested that it be granted a period of exclusivity during the negotiations (which was never granted) and access to management, at the appropriate time, to discuss their continued employment with CommerceHub following the closing of the proposed transaction. Also, on January 26, 2018, CommerceHub received an initial indication of interest from Sponsor B, with a price range of $23.00 to $25.00 per share.

        On or about January 28, 2018, following consultation with a working group consisting of members of the board, management and Evercore (the working group), Evercore, at the direction of CommerceHub, contacted GTCR and Sponsor B and informed them that CommerceHub would continue to negotiate with them on the terms of the proposed transaction but that each party would be expected to improve the terms of its proposal, including increasing its proposed purchase price and providing for terms that provided greater certainty of closing for CommerceHub. In particular, Evercore expressed, at the direction of CommerceHub, to GTCR and Sponsor B that CommerceHub expected any proposal to provide for a full equity backstop to finance the entire purchase price under the transaction.

        Following the submission of its proposal, GTCR communicated to Evercore that it desired to partner with Sycamore as joint bidders, because it desired to partner with a firm with expertise in retail investing and that could provide additional capital to pursue the transaction. Evercore had not previously contacted Sycamore in October 2017 and Sycamore had no prior involvement in the process to explore strategic alternatives. CommerceHub agreed to consider the inclusion of Sycamore on the condition that such inclusion would not slow the pace of the discussions. At the direction of CommerceHub, Evercore requested that GTCR and Sycamore submit a revised markup to the merger agreement reflecting any changes necessary as a result of the involvement of Sycamore in the transaction to ensure no material changes would be required as a result of the involvement of Sycamore.

        On January 29, 2018, CommerceHub executed a non-disclosure agreement with Sponsor B and opened the virtual data room to representatives of Sponsor B.

        On January 30, 2018, the board held an update call, with members of management, Evercore and Baker Botts, counsel to CommerceHub, in attendance, to discuss the indications of interest that had been received, including the terms and conditions of GTCR's second-round proposal and GTCR's previous request to partner with Sycamore as a joint bidder. Following discussion, the board instructed management and, to assist management, Evercore to continue negotiating with GTCR, to begin engaging with Sycamore and to continue providing Sponsor B with the opportunity to advance a proposal. The potential for discussions between GTCR and Sycamore, on the one hand, and Mr. Poore and other members of management, on the other hand, regarding the terms of any post-transaction co-investment, employment or equity packages was also discussed, and Mr. Poore was instructed not to engage in any such discussions until authorized by the board. Thereafter, CommerceHub conducted a management meeting with Sponsor B in New York, New York, and, over the ensuing days, management continued to fulfill Sponsor B's due diligence requests to facilitate its ability to submit a proposal.

        On February 1, 2018, CommerceHub entered into a non-disclosure agreement with Sycamore.

        On February 8, 2018, GTCR and Sycamore sent to Evercore a revised marked merger agreement showing GTCR's and Sycamore' proposed changes to the draft merger agreement as initially provided by CommerceHub. The revised marked merger agreement reflected no material changes from the terms initially proposed by GTCR on January 26. Also on February 8, 2018, a representative of

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Kirkland & Ellis LLP (Kirkland), counsel to GTCR and Sycamore, contacted a representative of Baker Botts and informed Baker Botts that Sycamore would not be proposing additional material changes to the marked merger agreement submitted on January 26 and that GTCR and Sycamore were prepared to negotiate the merger agreement promptly. In addition, GTCR acknowledged to members of the working group that it would not have any discussions with respect to any post-transaction co-investment, employment and equity package with any members of management until the board had authorized management to engage in such discussions.

        Also on February 8, 2018, CommerceHub conducted an additional all-day management meeting with Sponsor B in Albany, NY.

        On the evening of February 8, 2018, Mr. Poore and representatives of GTCR and Sycamore had a dinner to discuss CommerceHub and its business. As previously instructed, there were no discussions regarding the terms of a post-transaction co-investment, employment and equity package for Mr. Poore or any other members of management.

        On February 9, 2018, a new financial purchaser that was not one of the potential financial purchasers Evercore had approached in October 2017 independently contacted Evercore to inquire about the sale process. Evercore promptly informed CommerceHub of this unsolicited inquiry. This party did not, however, proceed beyond its initial inquiry notwithstanding the opportunity provided to it to participate.

        On February 11, 2018, Baker Botts returned comments to Kirkland on the marked merger agreement provided by Kirkland on February 8. The revised merger agreement contemplated a full equity backstop for the aggregate purchase price, deleted the right of Parent to receive reimbursement of its expenses in the event the stockholders did not approve the transaction, and included a termination fee equal to 2.5% of the proposed equity value of the transaction to be payable to Parent in the event that the board approved a superior proposal and in certain other cases. The revised merger agreement also extended to Parent only limited rights to terminate the merger agreement or enforce remedies for CommerceHub's activities related to alternative transactions. Over the course of the next several weeks Kirkland and Baker Botts exchanged further drafts of the merger agreement.

        On February 12, 2018, Sponsor B communicated to Evercore that it would not proceed further with the sale process and stated that it would not be able to offer a bid price that would be attractive to CommerceHub's stockholders.

        On February 14, 2018, Kirkland and Baker Botts held a teleconference to negotiate several unresolved terms of the transaction as reflected in their recent drafts of the merger agreement. In particular, Kirkland communicated to Baker Botts that GTCR and Sycamore would not enter into the transaction unless it reflected their view of a customary model for a leveraged buyout by a private equity sponsor, including with liability limited to a reverse termination fee payable in certain termination scenarios, such as Parent's failure to close the merger due to a financing failure, and customary provisions related to CommerceHub's non-solicitation covenant and fiduciary termination rights.

        On February 15, 2018, Kirkland sent Baker Botts a draft of a proposed voting agreement for Mr. Malone, which included a covenant to vote in favor of the proposed transaction, and Baker Botts referred Kirkland to Mr. Malone's counsel to discuss the proposed agreement terms.

        On the afternoon of February 15, 2018, Mr. Poore and representatives of GTCR and Sycamore had a lunch to discuss CommerceHub and its business. As previously instructed, there were no discussions regarding the terms of a post-transaction co-investment, employment and equity package for Mr. Poore or any other members of management.

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        On February 16, 2018, GTCR and Sycamore submitted an updated proposal indicating a price of $22.00 per share, together with executed debt commitment letters from lenders, noting that they and their advisors had completed their due diligence, with relatively minor confirmatory items remaining. GTCR and Sycamore did not state a reason for the reduction in the bid price, although from subsequent discussions, CommerceHub understood that the reduction was due to the bidders' perception that their initial pricing model had assumed a significantly more optimistic view of the growth opportunities available to CommerceHub, and their subsequent review, which resulted in a revised model, indicated that they could not support the higher valuation initially proposed. In addition, the updated proposal requested an opportunity, at the appropriate time, to discuss with Mr. Poore his willingness to serve as the Chief Executive Officer of CommerceHub following the closing. Discussions as to the terms of the updated bid proposal were held between the parties and their respective advisors, with all parties agreeing that any discussions between Mr. Poore and other members of management, on the one hand, and GTCR and Sycamore, on the other hand, regarding the terms of any post-transaction co-investment, employment and equity package would have to wait until the transaction was further advanced. Ultimately, GTCR and Sycamore had discussions with Mr. Poore with respect to these matters on and after February 27, 2018, after the parties had reached an agreement on price and certain other key transaction terms.

        On February 18, 2018, following consultation with the working group, Mr. Poore informed representatives of GTCR and Sycamore that he did not believe the $22.00 offer price would be viewed favorably by the board. Later that day, GTCR and Sycamore verbally indicated to CommerceHub an increased proposal of $22.50 per share.

        On February 19, 2018, the board held an update call, with members of management, Evercore and Baker Botts in attendance, to discuss the status of the negotiations with GTCR and Sycamore, during which the board discussed the terms of the most recent proposal, including the proposed per-share purchase price and the outstanding issues with regard to the negotiation of the merger agreement and the various other transaction documents. At the meeting, management presented to the board a definitive set of projections (the Projections) that management considered to be the most reliable indicators of CommerceHub's future performance, and on which management expressly instructed Evercore to rely for purposes of Evercore's fairness analysis if a fairness analysis were to be requested by the board in connection with the proposed transaction. The board reviewed with management the assumptions on which the Projections were based and independently considered whether it determined them to be current and the best estimates of the future financial performance of CommerceHub. Following discussion, the board approved the Projections for use by Evercore for its analysis of the proposed transaction. See "The Merger (Proposal 1)—Projected Financial Information". In addition, following discussion, the board directed Mr. Poore to contact representatives of GTCR and Sycamore and continue negotiations with the objective of improving the proposed offer price.

        On February 20, 2018, Mr. Poore conveyed the message of the board to representatives of GTCR and Sycamore, as so directed. He indicated that the board wanted to determine whether GTCR and Sycamore would be prepared to reach a price that the board would find acceptable before conducting further negotiation on the other terms of the merger agreement that remained unresolved. Later that day, at GTCR and Sycamore' request, Baker Botts sent to Kirkland a list of unresolved issues related to the merger agreement, including the equity backstop for the aggregate purchase price, the size of the termination fee, the obligation of CommerceHub to reaffirm its recommendation to the stockholders in support of the transaction and whether the outside date at which parties can terminate the merger agreement could be extended. On February 21, 2018, Baker Botts and Kirkland discussed these issues, and on February 22, 2018, Baker Botts sent a revised merger agreement reflecting the views of CommerceHub on these issues. On February 23, 2018, Kirkland sent to Baker Botts a revised merger agreement reflecting the views of GTCR and Sycamore on these issues, including a termination fee of

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3% of the proposed equity value of the transaction and a reverse termination fee of 5.5% of the proposed equity value of the transaction.

        On February 24, 2018, GTCR and Sycamore contacted Evercore and verbally indicated an increased proposal of $22.60 per share. In addition, GTCR and Sycamore again requested an opportunity, at the appropriate time, to discuss with Mr. Poore his willingness to serve as the Chief Executive Officer of CommerceHub following the closing. In response, CommerceHub representatives, led by Mr. Poore, contacted representatives of GTCR and Sycamore to discuss additional details of the increased financial proposal. However, no discussions were held with respect to Mr. Poore's willingness to continue with CommerceHub following any transaction with GTCR and Sycamore until February 27, 2018.

        On February 25, 2018, the board held a telephonic meeting, with members of management, Evercore and Baker Botts in attendance, to discuss the status of the negotiations with GTCR and Sycamore. At the meeting, a representative of Baker Botts reviewed with the board and senior management their fiduciary duties and related considerations, and Evercore provided the board with a preliminary analysis of the $22.60 offer price. Following discussion among the board and its advisors regarding alternatives available to CommerceHub, including the potential to continue as a standalone business, and the status of the negotiations with regard to the merger agreement and the other transaction documents, the board determined that, subject to acceptable resolution of remaining open points, accepting the offer price was in the best interests of CommerceHub and its stockholders. On that basis, the board requested its Chairman, Mr. Baer, to contact GTCR and Sycamore in an attempt to negotiate an increase above the $22.60 offer price (and to address certain other open issues), but authorized Mr. Baer to not further negotiate such price on behalf of CommerceHub if such further efforts were unsuccessful. The board also authorized Mr. Poore to begin negotiations with GTCR and Sycamore regarding the terms of a post-transaction co-investment, employment and equity package after Mr. Baer's negotiations were completed. Following this discussion, the representatives from Evercore, all members of management (other than Mr. Poore), Mr. Huseby and Ms. Morgan departed the meeting. In addition, the members of the board who are employees of Liberty Media Corporation (Liberty Media), i.e., Messrs. Baer, Hollingsworth and Wendling, recused themselves from the meeting in light of their relationship with Mr. Malone (who is the Chairman of the Board of Liberty Media). The remaining board members were apprised of an open issue with respect to Mr. Malone's voting agreement. It was noted that Mr. Malone was unwilling to execute the voting agreement without receiving indemnification from GTCR and Sycamore, or, alternatively, from CommerceHub. Kirkland had informed Baker Botts and Mr. Malone's counsel that GTCR and Sycamore were unwilling to proceed without a voting agreement from Mr. Malone, were unwilling to provide this indemnification and expected CommerceHub to provide the indemnity. In light of these circumstances, the remaining board members (other than Messrs. Baer, Hollingsworth, Huseby and Wendling and Ms. Morgan, each of whom had departed from the meeting shortly before), constituting a majority of CommerceHub's independent directors, unanimously agreed that it would be advisable and in the best interests of CommerceHub and its stockholders for CommerceHub to provide this indemnification in order to enable the transaction to proceed and unanimously recommended that the board authorize CommerceHub to provide such indemnification if the board approved the transaction with GTCR and Sycamore.

        Following the board meeting, Mr. Baer contacted a representative of GTCR and informed him that the board expected that GTCR and Sycamore would increase their proposed purchase price and that certain other terms of the merger agreement had to be changed, including increasing the reverse termination fee to 7% of the equity value of the transaction, improving the certainty of the transaction closing and making other changes to the merger agreement to make the deal protections less favorable to GTCR and Sycamore.

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        Later that day, representatives of GTCR indicated to Mr. Baer that they believed the offer price could be increased to $22.75, and Baker Botts sent to Kirkland a revised version of the merger agreement.

        On February 26, 2018, GTCR and Sycamore confirmed verbally that their best and final proposal was $22.75 per share, with a reverse termination fee equal to 6% of the proposed equity value of the transaction, and that their offer was conditioned on reaching an agreement as to acceptable terms of a post-transaction co-investment, employment and equity package with Mr. Poore. They indicated that they expected all remaining unresolved terms in the merger agreement were relatively immaterial. Because members of the working group believed further attempts to increase the offer price would not be successful, and potentially counter-productive, and with the prior authorization of the board, CommerceHub reached an agreement on price and certain other key transaction terms with GTCR and Sycamore with the understanding that the offer being made by GTCR and Sycamore was specifically conditioned on their reaching agreement with Mr. Poore on the terms of a post-transaction co-investment, employment and equity package, as well as the parties reaching agreement on the remaining open issues with respect to the merger agreement and the other transaction documents and the board's approval of the final terms and conditions of the proposed transaction. Baker Botts communicated to Kirkland that the parties were authorized to commence discussions regarding the terms of Mr. Poore's post-transaction co-investment, employment and equity package with GTCR and Sycamore.

        On February 27, 2018, representatives of GTCR and Sycamore met with Mr. Poore in Saratoga Springs, New York to address the terms of his post-transaction co-investment, compensation and equity package, after which GTCR and Sycamore provided Mr. Poore with a term sheet outlining their proposal for the key terms of his investment in Parent at the closing of the proposed transaction and his post-transaction compensation and equity package. Later that day, following Mr. Poore's review of the proposal, Mr. Poore informed Mr. Baer and CommerceHub's advisors that the proposal was not acceptable to him and that substantial changes would need to be negotiated.

        On February 28, 2018, given the extent of the difference in views with respect to Mr. Poore's proposed investment in Parent, GTCR and Sycamore determined that they had not been able to reach agreement with him on mutually acceptable terms and determined not to proceed with further negotiations on the transaction. As a result, GTCR and Sycamore communicated this decision to CommerceHub by a call from a representative of GTCR to Mr. Baer. Following that discussion, later that day, the board held an update call, with members of management, Evercore and Baker Botts in attendance, to discuss the status of the negotiations, during which the board was advised that GTCR and Sycamore had still not reached agreement with Mr. Poore on the terms of a post-transaction co-investment, compensation and equity package and that certain non-price open issues remained with respect to the merger agreement and the other transaction agreements. Accordingly, the board was advised that there was no transaction to approve. Later that day, CommerceHub announced its financial results for the fourth quarter and full year ended December 31, 2017, and at the end of the business day held an earnings conference call.

        Late on March 2, 2018, representatives of GTCR and Sycamore contacted Mr. Poore to inquire whether he was still interested in having discussions related to his post-transaction co-investment, employment and equity package in support of completing an overall transaction. Mr. Poore informed representatives of GTCR that he would be willing to continue to have discussions of this kind and informed members of the working group that he would commence such discussions. During the ensuing days, Mr. Poore and representatives of GTCR and Sycamore held discussions about these items. Later in the evening of March 2, 2018, Kirkland contacted Baker Botts to discuss the status of the merger agreement and the other transaction documents. Throughout the ensuing days, the parties exchanged drafts of the merger agreement and the associated disclosure schedules, as well as Mr. Malone's voting

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agreement and the associated financing documents. In addition, Mr. Baer held conversations with representatives of GTCR and Sycamore regarding the final outstanding items in these agreements.

        By March 4, 2018, despite several discussions, Mr. Poore and representatives of GTCR and Sycamore had not reached agreement on the terms of a post-transaction co-investment, employment and equity package. Representatives of GTCR and Sycamore suggested to Mr. Poore that they meet in person on March 5 to try to finalize the arrangements documenting Mr. Poore's post-transaction co-investment, compensation and equity package. On the afternoon of March 4, 2018, Mr. Poore reported to Mr. Baer that the terms of the current proposal with respect to his post-transaction co-investment, compensation and equity package remained unacceptable to him.

        On March 5, 2018, Mr. Poore met with representatives of GTCR in Chicago, Illinois. Later that day, GTCR and Sycamore revised their proposal to Mr. Poore, which Mr. Poore reported to Mr. Baer was acceptable to him from an economic perspective but subject to further review by his advisors. During the early evening of March 5, 2018, Mr. Poore and his advisers reached an agreement as to his post-transaction co-investment, compensation and equity package. For more information on these arrangements, see "The Merger (Proposal 1)—Interests of Certain Persons in the Merger".

        Late in the evening on March 5, 2018, the board held a telephonic meeting, with members of management, Evercore, Baker Botts, and other outside legal counsel to CommerceHub in attendance, to discuss the terms of the proposed transaction, including the terms and conditions of the merger agreement and the other transaction documents, including Mr. Malone's voting agreement as well as the terms of Mr. Poore's post-transaction co-investment, compensation and equity package. At this meeting, Evercore reviewed with the board its financial analysis of the merger consideration and delivered an oral opinion, which was confirmed by delivery of a written opinion dated March 5, 2018, to the effect that, based upon and subject to the factors, procedures, assumptions, qualifications, limitations and other matters set forth in its written opinion, it was Evercore's opinion that, as of the date of the written opinion, the per share merger consideration was fair, from a financial point of view, to the holders of shares of common stock (other than the Excluded Stockholders) entitled to receive such per share merger consideration. For more information, see "Opinion of CommerceHub's Financial Advisor". After the presentation by Evercore, and a discussion with counsel, the board, among other things, unanimously (i) determined that the merger agreement and the transactions contemplated thereby, including without limitation, the merger, are fair to, and in the best interests of, CommerceHub and its stockholders, (ii) approved and declared advisable the merger agreement and the transactions contemplated thereby, including, without limitation, the merger, (iii) authorized officers of CommerceHub to execute and deliver the merger agreement, (iv) resolved to submit the merger agreement to the stockholders of CommerceHub for their adoption, and (v) recommended that the stockholders of CommerceHub approve the adoption of the merger agreement and the transactions contemplated thereby, including, without limitation, the merger. For more information, see "Reasons for the Merger". Later that evening, the parties executed the merger agreement and the other transaction documents, including Mr. Malone's voting agreement.

        On March 6, 2018, prior to the opening of stock markets in the United States, the parties issued a joint press release announcing the transaction.

Reasons for the Merger

        In evaluating the merger agreement, the merger and the other transactions contemplated by the merger agreement, and in reaching its decision to approve and declare advisable the merger agreement and to recommend that CommerceHub stockholders approve the adoption of the merger agreement, our board considered a number of factors and a significant amount of information that it believes

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support its determination and recommendation, including the following non-exhaustive list of material factors and benefits (which are not necessarily listed in order of importance):

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        In the course of its deliberations, our board also considered a number of risks, uncertainties and other potentially negative factors associated with the merger agreement, the merger and the other transactions contemplated by the merger agreement, including the following (which are not necessarily listed in order of importance):

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        In addition to the factors described above, our board considered the fact that directors and executive officers may have interests in the merger that may be different from, or in addition to, those of CommerceHub's other stockholders as described in "The Merger (Proposal 1)—Interests of Certain Persons".

        The preceding discussion of the information and factors considered by our board is not, and is not intended to be, exhaustive. In light of the variety of factors considered in connection with its evaluation of the merger and the complexity of these matters, our board did not find it practicable to, and did not, quantify or otherwise attempt to rank or assign relative weights to the various factors considered in reaching its determination. In considering the factors described above and any other factors, individual members of our board may have viewed factors differently or given different weight, merit or consideration to different factors. In addition, our board did not undertake to make any specific determination as to whether any particular factor, or any aspect of any particular factor, was favorable or unfavorable to its ultimate determination, but rather it conducted an overall analysis of the factors described above, including through discussions with and questioning of representatives of management, Evercore and Baker Botts.

Opinion of CommerceHub's Financial Advisor

        CommerceHub retained Evercore to act as its financial advisor in connection with evaluating strategic and financial alternatives, including the merger. As part of this engagement, CommerceHub requested that Evercore evaluate the fairness, from a financial point of view, of the per-share merger consideration to be received by the holders of common stock (other than the Excluded Stockholders) entitled to receive such merger consideration. At a meeting of the board held on March 5, 2018, Evercore rendered its oral opinion to the board, which opinion was subsequently confirmed by delivery of a written opinion dated March 5, 2018, that, as of the date thereof, and based upon and subject to the factors, procedures, assumptions, qualifications, limitations and other matters set forth in its written opinion, the per-share merger consideration was fair, from a financial point of view, to the holders of shares of common stock (other than the Excluded Stockholders) entitled to receive such per-share merger consideration.

        The full text of Evercore's written opinion, dated March 5, 2018, which sets forth, among other things, the factors considered, procedures followed, assumptions made and qualifications and limitations on the scope of review undertaken by Evercore in rendering its opinion, is attached as Annex B to this proxy statement and is incorporated herein by reference in its entirety. CommerceHub urges you to read the opinion carefully and in its entirety. Evercore's opinion was addressed to, and for the information and benefit of, the board in connection with its evaluation of the merger. Evercore's opinion did not address the relative merits of the merger as compared to other business or financial strategies that might be available to CommerceHub, nor did it address the underlying business decision of CommerceHub to engage in the merger. Evercore's opinion did not constitute a recommendation to the board or to any other persons in respect of the merger, including as to how any holder of shares of common stock should vote or act with respect to the merger. The summary of Evercore's opinion set forth in this proxy statement is qualified in its entirety by reference to the full text of such opinion attached as Annex B to this proxy statement. Evercore has consented to the inclusion of its opinion as Annex B to this proxy statement.

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        In connection with rendering its opinion, Evercore, among other things:

        For purposes of Evercore's analysis and opinion, Evercore has assumed and relied upon, without undertaking any independent verification of, the accuracy and completeness of all of the information publicly available and all of the information supplied or otherwise made available to, discussed with, or reviewed by Evercore, and Evercore assumes no liability therefor. With respect to the Projections and the Extended Financial Projections, Evercore has been advised by management of CommerceHub, and has assumed, at the direction of the board, that they have been reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of management of CommerceHub as to the future financial performance of CommerceHub. Evercore expresses no view as to the Projections or

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Extended Financial Projections or the assumptions on which they are based. Evercore has relied, at the board's direction, without independent verification, upon the assessments of the management of CommerceHub as to CommerceHub's historical and projected financial performance.

        For purposes of rendering Evercore's opinion, Evercore has assumed, in all respects material to Evercore's analysis, that the representations and warranties of each party contained in the merger agreement and the voting agreement are true and correct, that each party will perform all of the covenants and agreements required to be performed by it under the merger agreement and the voting agreement and that all conditions to the consummation of the merger will be satisfied without material waiver or modification thereof. Evercore has assumed that each of the executed merger agreement and voting agreement will conform in all material respects to the drafts Evercore reviewed. Evercore has further assumed that all governmental, regulatory or other consents, approvals or releases necessary for the consummation of the merger will be obtained without any material delay, limitation, restriction or condition that would have an adverse effect on CommerceHub, Parent or Merger Sub or the consummation of the merger or would materially reduce the benefits to the holders of common stock of the merger.

        Evercore has not made nor assumed any responsibility for making any independent valuation or appraisal of the assets or liabilities of CommerceHub, nor has Evercore been furnished with any such appraisals, nor has Evercore evaluated the solvency or fair value of CommerceHub under any state or federal laws relating to bankruptcy, insolvency or similar matters. Evercore's opinion is necessarily based upon information made available to Evercore as of the date thereof and financial, economic, market and other conditions as they exist and as could be evaluated on the date thereof. It was understood that developments subsequent to Evercore's opinion could affect its opinion and that Evercore did not and does not have any obligation to update, revise or reaffirm its opinion.

        Evercore has not been asked to pass upon, and expressed no opinion with respect to, any matter other than the fairness to the holders of common stock (other than the Excluded Stockholders), without regard to differences, including as to relative voting rights, trading volumes, trading value and premiums or otherwise, between or among the Series A common stock, the Series B common stock and the Series C common stock, from a financial point of view, of the per-share merger consideration. Evercore did not express any view on, and its opinion did not address, the fairness of the merger to, or any consideration to be received in connection therewith by, the holders of any other securities, creditors or other constituencies of CommerceHub, nor as to the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of CommerceHub (including the Chief Executive Officer), or any class of such persons, whether relative to the per-share merger consideration or otherwise, nor as to the relative fairness of the per-share merger consideration as between holders of the Series A common stock, Series B common stock, Series C common stock or any combination thereof. Evercore has assumed that any modification to the structure of the transaction will not vary in any respect material to its analysis. Evercore's opinion did not address the relative merits of the merger as compared to other business or financial strategies that might be available to CommerceHub, nor did it address the underlying business decision of CommerceHub to engage in the merger. Evercore's opinion did not constitute a recommendation to the board or to any other persons in respect of the merger, including as to how any holder of shares of common stock should vote or act in respect of the merger. Evercore expresses no opinion as to the price at which shares of CommerceHub will trade at any time. Evercore is not legal, regulatory, accounting or tax experts and has assumed the accuracy and completeness of assessments by CommerceHub and its advisors with respect to legal, regulatory, accounting and tax matters.

Summary of Material Financial Analyses

        The following is a brief summary of the material financial analyses that Evercore reviewed with the board on March 5, 2018, in connection with rendering Evercore's opinion. The following summary does

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not purport to be a complete description of the analyses performed by Evercore. The order of the analyses described and the results of these analyses do not represent relative importance or weight given to these analyses by Evercore or the board. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data that existed on or before March 2, 2018 (the last trading date prior to the rendering of Evercore's opinion) and is not necessarily indicative of current market conditions.

        The preparation of a financial opinion is a complex analytical process involving various determinations as to the most appropriate and relevant methods of financial analyses and the application of those methods to the particular circumstances and, therefore, is not readily susceptible to summary description.

        In arriving at its opinion, Evercore did not draw, in isolation, conclusions from or with regard to any factor or analysis considered by it. Rather, Evercore made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of the analyses. Considering selected portions of the analyses and reviews in the summary set forth below, without considering the analyses and reviews as a whole, could create an incomplete or misleading view of the analyses and reviews underlying Evercore's opinion.

        For purposes of its analyses and reviews, Evercore considered industry performance, general business, economic, market and financial conditions, and other matters, many of which are beyond the control of CommerceHub. No company, business or transaction used in Evercore's analyses and reviews as a comparison is identical to CommerceHub, the merger or the per-share merger consideration, and an evaluation of the results of those analyses and reviews is not entirely mathematical. Rather, the analyses and reviews involve complex considerations and judgments concerning financial and operating characteristics and other factors that could affect the acquisition, public trading or other values of the companies, businesses or transactions used in Evercore's analyses and reviews. The estimates contained in Evercore's analyses and reviews, and the ranges of valuations resulting from any particular analysis or review, are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than those suggested by Evercore's analyses and reviews. In addition, analyses and reviews relating to the value of companies, businesses or securities do not purport to be appraisals or to reflect the prices at which companies, businesses or securities actually may be sold. Accordingly, the estimates used in, and the results derived from, Evercore's analyses and reviews are inherently subject to substantial uncertainty.

        The following summary of material financial analyses includes information presented in tabular format. These tables must be read together with the full text of each summary in order to understand fully the summary of material financial analyses performed by Evercore. The tables are not intended to stand alone and do not constitute a complete description of the material financial analyses performed by Evercore. Considering the tables below without considering the full narrative description of the material financial analyses, including the methodologies and assumptions underlying such analyses, could create a misleading or incomplete view of Evercore's financial analyses.

        In performing the financial analyses summarized below, at the instruction of management of CommerceHub, Evercore utilized and relied upon the management case forecasts, consisting of the Projections and Extended Financial Projections, as described in the section entitled "The Merger (Proposal 1)—Projected Financial Information," and certain street financial information.

CommerceHub Trading Multiples Analysis

        Evercore reviewed and compared certain financial and operating information relating to CommerceHub's multiples of total enterprise value (TEV) (based on closing stock prices of the CommerceHub Series A common stock) to CommerceHub's (x) last 12 months (LTM) EBITDA for each day during the period from January 3, 2017 to March 2, 2018 and (y) estimated next 12 months

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(NTM) EBITDA for each day during the period from December 15, 2016 to March 2, 2018. The TEV/LTM EBITDA and TEV/NTM EBITDA multiples were provided by FactSet, an online investment research and database service.

        The analysis indicated the following with respect to CommerceHub:

Metric
  Current (as of
March 2, 2018)
  High since
IPO
  Mean since
IPO
  Low since
IPO
  1-month
Mean
  3-month
Mean
  6-month
Mean
 

TEV / LTM EBITDA

    17.6x     24.8x     20.4x     16.9x     18.6x     20.6x     21.9x  

TEV / NTM EBITDA

    15.3x     21.0x     17.5x     14.7x     15.6x     17.1x     18.3x  

        Based upon the information presented in the tables above and the application of Evercore's professional judgment, Evercore selected a reference multiple range in respect of the 10th percentile through the 90th percentile of (x) 18.1x to 23.5x in respect of the TEV/LTM EBITDA, and (y) 15.9x to 19.9x in respect of the TEV/NTM EBITDA. The range was then applied to CommerceHub's historical adjusted EBITDA (as described below) for fiscal year 2017 (LTM adjusted EBITDA) and projected adjusted EBITDA for fiscal year 2018 (NTM adjusted EBITDA), as estimated in the management case forecasts. Evercore determined an implied equity value per share range of $18.24 per share to $23.02 per share, in respect of the LTM adjusted EBITDA, and $17.92 per share to $21.93 per share, in respect of the NTM adjusted EBITDA, based on the management case forecasts.

        Evercore compared the results of this analysis to the per-share merger consideration of $22.75.

Peer Group Trading Multiples Analysis

        Evercore reviewed and compared certain financial and operating information relating to CommerceHub, including information based on the management case forecasts, to the following companies: Veeva Systems Inc., Tyler Technologies, Inc., Blackbaud, Inc., RealPage, Inc., Medidata Solutions, Inc., SPS Commerce, Inc., Ellie Mae, Inc., Benefitfocus, Inc. (excluded in certain analyses as the relevant multiple is not meaningful) and Guidewire Software, Inc. (excluded in certain analyses as the relevant multiple is not meaningful).

        Although none of these companies are directly comparable to CommerceHub, Evercore selected the companies for the peer group trading multiple analysis based on its professional judgment because these companies had operating characteristics, products and services that, for purposes of its analysis, Evercore considered similar to certain of CommerceHub's operating characteristics, products and services.

        For each of the selected companies identified above, Evercore calculated multiples of TEV to the metrics shown in the table below for the calendar years identified below based on closing stock prices as of March 2, 2018, and financial data that Evercore obtained from filings made with the SEC, and consensus estimates based on publicly available equity research analysts' projections provided by FactSet.

        The analysis indicated the following with respect to the peer group (excluding CommerceHub):

Metric
  Mean   Median  

TEV / 2018 EBITDA

    27.2x     24.3x  

TEV / 2019 EBITDA

    22.7x     20.3x  

TEV / 2018 Revenue

    7.0x     6.3x  

TEV / 2019 Revenue

    6.1x     5.7x  

TEV / 2018 free cash flow (defined as EBITDA less capital expenditures, FCF)

    35.1x     31.6x  

TEV / 2019 FCF

    27.3x     25.1x  

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        Based upon the information presented in the tables above and the application of Evercore's professional judgment, Evercore selected the following reference multiple ranges for the metrics described in the table below. The range was then applied to the corresponding CommerceHub metric for the applicable time period described in the table below, as estimated in the management case forecasts. Evercore determined an implied equity value per share range for each applicable metric as set forth in the table below.

Metric
  Reference Range   Implied Equity Value
Per Share Range

TEV / 2019 EBITDA

  17.0x - 20.0x   $22.21 - $25.78

TEV / 2018 EBITDA

  20.0x - 23.0x   $22.02 - $25.03

TEV / 2018 Revenue

  7.0x - 9.0x   $18.74 - $23.53

TEV / 2019 Revenue

  6.0x - 8.0x   $17.79 - $23.06

TEV / 2018 FCF

  25.0x - 29.0x   $25.10 - $28.80

TEV / 2019 FCF

  20.0x - 24.0x   $24.23 - $28.68

        In addition, Evercore noted the applicable multiple for each metric in respect of SPS Commerce, Inc. (SPS Commerce) as a relevant comparable company in respect of the peer group selected in Evercore's professional judgment. In respect of SPS Commerce, Evercore calculated multiples of TEV to the metrics shown in the table below for the calendar years identified below based on closing stock prices as of March 2, 2018, and financial data that Evercore obtained from public filings and consensus estimates for SPS Commerce based on publicly available equity research analysts' projections. The multiple for each metric was then applied to the corresponding CommerceHub metric for the applicable time period described in the table below, as estimated based on the management case forecasts. Evercore determined an implied equity value per share of CommerceHub's common stock based on the SPS Commerce multiples for each applicable metric as set forth in the table below.

Metric
  SPS Commerce
Multiple
  Implied Equity Value
Per Share
 

TEV / 2019 EBITDA

    18.4x   $ 23.82  

TEV / 2018 EBITDA

    22.2x   $ 24.18  

TEV / 2018 Revenue

    3.9x   $ 10.91  

TEV / 2019 Revenue

    3.5x   $ 10.90  

TEV / 2018 FCF

    28.0x   $ 27.86  

TEV / 2019 FCF

    22.5x   $ 27.06  

        Evercore compared the results of these analyses to the per-share merger consideration of $22.75.

Precedent Transactions Analysis

        Evercore reviewed, to the extent publicly available, financial information relating to 16 precedent transactions (precedent transactions) involving companies that Evercore considered to be relevant to CommerceHub's business and industry. Evercore selected the precedent transactions because they represented transactions of which Evercore was aware involving companies in the software industry. Evercore considered, in its professional judgment and experience, these transactions most relevant to the merger. No company, business or transaction used in this analysis is identical or directly comparable to CommerceHub or the merger. In evaluating the precedent transactions, Evercore made judgments and assumptions with regard to general business, economic, market and financial conditions and other matters, many of which are beyond the control of CommerceHub, such as the impact of competition on the business of CommerceHub and the industry generally, industry growth and the absence of any adverse material change in the financial conditions and prospects of CommerceHub, the industry or in the financial markets in general. Accordingly, an evaluation of the results of this analysis is not entirely mathematical. Rather, this analysis involves complex considerations and judgments

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concerning differences in financial and operating characteristics and other factors that could affect the relative values of the selected companies. Mathematical analysis, such as determining the mean or median, is not in itself a meaningful method of using the transaction data of the precedent transactions.

        The precedent transactions are set forth in the table below:

Acquiror   Target
SAP SE   Concur Technologies, Inc.
SAP SE   hybris AG
Oracle Corporation   Datalogix Holdings, Inc.
salesforce.com, inc.   Demandware, Inc.
Oracle Corporation   Netsuite Inc.
Oracle Corporation   Aconex Ltd.
SAP SE   Callidus Software Inc.
RealPage, Inc.   The Rainmaker Group
Verisk Analytics, Inc.   Power Advocate, Inc.
Vista Equity Partners   Marketo, Inc.
Vista Equity Partners   Cvent, Inc.
Oracle Corporation   Textura Corporation
SS&C Technologies Holdings, Inc.   Advent Software, Inc.
Cox Automotive, Inc.   Dealertrack Technologies, Inc.
International Business Machines Corporation   Merge Healthcare Incorporated
Oracle Corporation   MICROS Systems, Inc.

        For each of the precedent transactions, using publicly available information, Evercore reviewed transaction values and calculated the transaction TEV implied for each target company based on the consideration paid in the precedent transaction as a multiple of the target company's trailing LTM revenue and trailing LTM EBITDA (in each case, calculated for the 12-month period prior to the latest available data preceding the date of announcement of such transaction), based on company filings and street estimates/analysis. The range of multiples across the precedent transactions were (i) in the case of TEV/Revenue LTM, 3.3x - 12.8x, and (ii) in the case of TEV/LTM EBITDA, 15.1x - 30.0x.

        Evercore calculated and analyzed the transaction TEV to LTM EBITDA multiples and TEV to LTM revenue multiples of the precedent transactions. Based on the multiples it derived for the precedent transactions and based on its professional judgment and experience, Evercore applied a transaction TEV to LTM EBITDA multiple reference range of 21.0x-24.0x to CommerceHub's EBITDA for CommerceHub's LTM period as of December 31, 2017, and transaction TEV to LTM revenue multiple reference range of 9.0x to 10.0x to CommerceHub's revenue for CommerceHub's LTM period as of December 31, 2017. This analysis implied an equity value range per share of common stock of: (i) in the case of EBITDA, $20.81 to $23.50, and (ii) in the case of revenue, $21.74 to $23.93.

        Evercore compared the results of this analysis to the per-share merger consideration of $22.75.

Discounted Cash Flow Analysis

        As part of its analysis, Evercore performed a discounted cash flow analysis of CommerceHub. This is a method used to estimate the implied present value of an asset by calculating the present value of the estimated future unlevered free cash flows to be generated by that asset. The present value of those future unlevered free cash flows is then obtained by discounting those future unlevered free cash flows or amounts by a discount rate that takes into account macroeconomic assumptions and estimates of risk, the opportunity cost of capital and other appropriate factors. The "unlevered free cash flow" refers to a calculation of the future cash flows generated by an asset without including in such

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calculation any debt servicing costs. Specifically, unlevered free cash flow for this purpose represents earnings before interest and taxes, or EBIT, less stock based compensation, income tax expense, capital expenditures, increases in net working capital and certain other cash expenses, as applicable, plus depreciation and amortization.

        Evercore's discounted cash flow analysis was intended to estimate the implied present value, as of December 31, 2017, of (1) the future unlevered free cash flow that CommerceHub would generate during the period from January 1, 2018, through (x) in the case of the terminal EBITDA multiple methodology, December 31, 2022, and (y) in the case of the perpetuity growth methodology, December 31, 2032, plus (2) the estimated terminal value of CommerceHub as of (a) in the case of the terminal EBITDA multiple methodology, December 31, 2022, and (b) in the case of the perpetuity growth methodology, December 31, 2032, using both the terminal EBITDA multiple methodology and the perpetuity growth methodology. Evercore performed its discounted cash flow analysis for CommerceHub on a standalone basis and assumed the mid-year cash flow discounting convention, with measures of unlevered free cash flow, including for periods from January 1, 2023 - December 31, 2032, based on the Projections and the extrapolations of the Projections for fiscal years 2021 through 2022 referred to above.

        Under the terminal EBITDA multiple methodology, Evercore estimated a terminal value for CommerceHub by applying a multiple range of 15.0x to 19.0x for the projected earnings before interest, tax, depreciation, amortization and stock-based compensation expense, excluding restructuring costs, of CommerceHub (adjusted EBITDA) for the one-year period ended December 31, 2022. Evercore estimated the terminal EBITDA multiple based on the financial forecasts included in the management case forecasts, and its professional judgment given the nature of CommerceHub and its business and industry. The cash flows and terminal value were then discounted to present value using a range of discount rates from 12.00% to 14.00%, based on an estimate of CommerceHub's weighted average cost of capital. Evercore estimated CommerceHub's weighted average cost of capital based on application of the capital asset pricing model and its professional judgment given the nature of CommerceHub's business and its industry. The resulting range of implied enterprise values for CommerceHub was then increased by the amount of CommerceHub's net cash (calculated as cash and cash equivalents less debt) as of December 31, 2017, to produce a range of implied equity values for CommerceHub. Under the terminal EBITDA multiple methodology, Evercore's discounted cash flow analysis indicated an implied per share equity value for CommerceHub on a standalone basis of $19.45 to $25.21.

        Under the perpetuity growth methodology, Evercore estimated a terminal value for CommerceHub by applying a perpetuity growth rate of 2.5% to 4.5% to the estimated unlevered free cash flow of CommerceHub for the terminal year of 2032, which assumed, among other things, projected levels of capital expenditure, changes in net working capital, and depreciation and amortization. The cash flows and terminal value were then discounted to present value using the same range of discount rates as described above, and converted to implied equity value using the same adjustments as described above. Under the perpetuity growth methodology, Evercore's discounted cash flow analysis indicated an implied per-share equity value for CommerceHub on a standalone basis of $13.40 to $18.62.

        Evercore compared the results of this analysis to the per-share merger consideration of $22.75.

Historical Trading Range Analysis

        Evercore reviewed, for reference and informational purposes only, historical trading prices of shares of CommerceHub Series A common stock and Series C common stock during the 52-week period ended March 2, 2018. Evercore, in its professional judgment and given low trading volumes for the period, did not review the historical trading prices of shares of CommerceHub Series B common stock. Evercore noted that the low and high closing prices during such period ranged from: (i) $15.01

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to $23.81 per share of CommerceHub Series A common stock, and (ii) $14.90 to $22.23 per share of CommerceHub Series C common stock, as compared to the per-share merger consideration.

General

        In connection with the review of the merger by the board, Evercore performed a variety of financial and comparative analyses for purposes of rendering its opinion. The preparation of a fairness opinion is a complex analytical process involving various determinations as to the most appropriate and relevant methods of financial analyses and the application of those methods to the particular circumstances and, therefore, is not readily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary described above, without considering the analyses as a whole, could create an incomplete view of the processes underlying Evercore's opinion. In arriving at its fairness determination, Evercore considered the results of all the analyses and did not draw, in isolation, conclusions from or with regard to any one analysis or factor considered by it for purposes of its opinion. Rather, Evercore made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all the analyses. In addition, Evercore may have considered various assumptions more or less probable than other assumptions, so that the range of valuations resulting from any particular analysis described above should therefore not be taken to be Evercore's view of the value of CommerceHub. No company used in the above analyses as a comparison is directly comparable to CommerceHub, and no transaction used is directly comparable to the merger. Further, Evercore's analyses involve complex considerations and judgments concerning financial and operating characteristics and other factors that could affect the acquisition, public trading or other values of the companies or transactions used, including judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the control of CommerceHub or its advisors. Rounding may result in total sums set forth in this section not equaling the total of the figures shown.

        Evercore prepared these analyses solely for the purpose of providing an opinion to the board as to the fairness of the per-share merger consideration, from a financial point of view, to the holders of common stock (other than the Excluded Stockholders) entitled to receive such merger consideration. These analyses do not purport to be appraisals of CommerceHub or to necessarily reflect the prices at which CommerceHub or its securities actually may be sold. Any estimates contained in these analyses are not necessarily indicative of actual future results, which may be significantly more or less favorable than those suggested by such estimates. Accordingly, estimates used in, and the results derived from, Evercore's analyses are inherently subject to substantial uncertainty, and Evercore assumes no responsibility if future results are materially different from those forecasted in such estimates. The issuance of the fairness opinion was approved by an opinion committee of Evercore.

        Evercore did not recommend any specific amount of consideration to the board or management or that any specific amount of consideration constituted the only appropriate consideration in the merger for the holders of common stock.

Miscellaneous

        Under the terms of Evercore's engagement, Evercore has provided CommerceHub with financial advisory services and delivered a written fairness opinion to the board in connection with the merger. Pursuant to the terms of its engagement letter, Evercore is entitled to receive (1) an opinion fee in an amount to be mutually agreed upon by CommerceHub and Evercore, which equaled $2.0 million, regardless of the conclusion reached therein, which was earned upon delivery of its fairness opinion and which is fully creditable, to the extent previously or contemporaneously paid, against any transaction fee payable and (2) a transaction fee, comprised of a success fee, currently estimated to total approximately $10.2 million, which Evercore will earn subject to and upon the consummation of the merger. In addition, CommerceHub has agreed to reimburse Evercore for its expenses (including

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external legal fees, expenses and disbursements) incurred in connection with its engagement and to indemnify Evercore and any of its members, partners, officers, directors, advisors, representatives, employees, agents, affiliates or controlling persons, if any, against certain liabilities and expenses arising out of Evercore's engagement, any services performed by Evercore in connection therewith or any transaction contemplated thereby.

        During the two-year period prior to the date of Evercore's opinion, no material relationship existed between Evercore and its affiliates and CommerceHub (other than the engagement in connection with the merger) or Parent or any of its affiliates pursuant to which compensation was received by Evercore or its affiliates as a result of such a relationship. Taking into account the foregoing, during the two-year period prior to the date of Evercore's opinion, Evercore and its affiliates did provide investment banking services to GTCR or one or more of its affiliated investment funds, an affiliate of Parent, in connection with a certain unrelated acquisition transaction by GTCR, for which Evercore and its affiliates have received compensation. Evercore or its affiliates may provide financial or other services to CommerceHub or Parent or any of its affiliates in the future, and in connection with any such services Evercore and its affiliates may receive compensation.

        In the ordinary course of business, Evercore or its affiliates may actively trade the securities, or related derivative securities, or financial instruments of CommerceHub or its affiliates or any of Parent's respective affiliates for its own account and for the accounts of its customers and, accordingly, may at any time hold a long or short position in such securities or instruments.

        The CommerceHub board engaged Evercore to act as its financial advisor based on its qualifications, experience and reputation. Evercore is an internationally recognized investment banking firm and is regularly engaged in the valuation of businesses in connection with mergers and acquisitions, leveraged buyouts, competitive biddings, private placements and valuations for corporate and other purposes.

Projected Financial Information

        CommerceHub does not, as a matter of course, make public projections as to future performance or earnings beyond the current fiscal year and generally does not make public projections for extended periods due to, among other things, the inherent difficulty of predicting financial performance for future periods and the likelihood that the underlying assumptions and estimates may not be realized. In connection with the transactions contemplated by the merger agreement, however, our management prepared the Projections and the Extended Financial Projections. The Projections and the Extended Financial Projections were not prepared with a view toward public disclosure and, accordingly, do not necessarily comply with published guidelines of the SEC or established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information or generally accepted accounting principles (GAAP). Neither our independent registered public accounting firm, nor any other accounting firm, has compiled, examined, audited or performed any procedures with respect to the Projections or the Extended Financial Projections or expressed any opinion or any other form of assurance regarding this information or its achievability.

        The table below presents a summary of the Projections for fiscal years 2018 through 2020, a summary of extrapolations of the Projections for fiscal years 2021 through 2022, based on and extrapolated from such Projections, and projected unlevered free cash flow for fiscal years 2023 through 2032, all as prepared by our management and provided to our board in their evaluation of the merger agreement, and in each case as provided to Evercore for, at our instruction, its use and reliance in connection with its financial analyses and opinion to the board as described above under the heading "—Opinion of CommerceHub's Financial Advisor." We also provided the Projections to GTCR and Sycamore.

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        The table below is included solely to provide CommerceHub stockholders access to the Projections and Extended Financial Projections made available to our board, Evercore, and GTCR and Sycamore, as applicable, in connection with their evaluation of the merger and is not included in this proxy statement to influence any stockholder's decision whether to vote for the merger agreement or for any other purpose.

        The Projections and Extended Financial Projections, while presented with numerical specificity, were based on numerous variables and assumptions that necessarily involve judgments with respect to, among other things, future economic, competitive, regulatory, and financial market conditions, all of which are difficult or impossible to predict and many of which are beyond our control. The Projections and Extended Financial Projections also reflect assumptions as to certain business decisions that are subject to change. Given that the Projections and Extended Financial Projections cover multiple years, by their nature, they become subject to greater uncertainty with each successive year. Important factors that may affect actual results and the achievability of the Projections and Extended Financial Projections include, but are not limited to, market acceptance and performance of our products and services, competitive issues, general market conditions, regulatory matters and changes in law affecting our business, and the Risk Factors described in the 2017 Annual Report and subsequent Quarterly Reports on Form 10-Q and other reports we file with the SEC. See also the section entitled "Cautionary Statement Concerning Forward-Looking Statements" in this proxy statement.

        In addition, the Projections and Extended Financial Projections reflect assumptions that are subject to change and are susceptible to multiple interpretations and periodic revisions based on actual results, revised prospects for our business, changes in general business or economic conditions, or any other transaction or event that has occurred or that may occur and that was not anticipated when the Projections and Extended Financial Projections were prepared. In addition, the Projections and Extended Financial Projections may be affected by our ability to achieve strategic goals, objectives, and targets over the applicable period. Accordingly, actual results will differ, and may differ materially, from those contained in the Projections and Extended Financial Projections. In addition, the Projections and Extended Financial Projections do not take into account any circumstances, transactions or events occurring after the date on which the Projections and Extended Financial Projections were prepared and do not give effect to any changes or expenses as a result of the merger or any effects of the merger. There can be no assurance that the financial results in the Projections and Extended Financial Projections will be realized, or that future actual financial results will not materially vary from those estimated in the Projections and Extended Financial Projections.

        The Projections and Extended Financial Projections include non-GAAP measures of Adjusted Gross Profit, Adjusted EBITDA and unlevered free cash flow. We report Adjusted EBITDA in our reports filed with the SEC because management considers Adjusted EBITDA in reviewing our financial performance because we feel it is a relevant measure of the overall efficiency of our business model. Adjusted EBITDA (as well as Adjusted Gross Profit and unlevered free cash flow, as set forth below) is not a substitute for, or superior to, and should be considered only in addition to, net income (or the applicable comparable measure) calculated in accordance with GAAP, reports of which on a historical basis may be found in our 2017 Annual Report and subsequent Quarterly Reports on Form 10-Q. In addition, our computation of the non-GAAP measures described below may not be comparable to other similarly titled measures computed by other companies, because all companies do not calculate these measures in the same fashion.

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        The following is a summary of management's Projections for fiscal years 2018 through 2020 and extrapolations of the Projections for fiscal years 2021 and 2022 (dollars in millions):

 
  Financial Projections   Extended
Financial
Projections
 
 
  2018   2019   2020   2021   2022  

Revenue

  $ 121   $ 133   $ 149   $ 164   $ 181  

Adjusted Gross Profit

  $ 103   $ 114   $ 129   $ 142   $ 156  

Adjusted EBITDA

  $ 51   $ 60   $ 72   $ 83   $ 95  

Unlevered Free Cash Flow

  $ 25   $ 34   $ 41   $ 47   $ 56  

        The following is a summary of management's unlevered free cash flow projections for fiscal years 2023 through 2032 (dollars in millions):

 
  Extended Financial Projections  
 
  2023   2024   2025   2026   2027   2028   2029   2030   2031   2032  

Unlevered Free Cash Flow

  $ 63   $ 72   $ 81   $ 90   $ 100   $ 111   $ 119   $ 129   $ 139   $ 151  

        The inclusion of selected elements of the Projections and Extended Financial Projections in the table and accompanying narrative above should not be regarded as an indication that CommerceHub and/or any of our affiliates, officers, directors, advisors (including Evercore) or other representatives consider the Projections and Extended Financial Projections to be predictive of actual future events, and this information should not be relied upon as such. None of CommerceHub and/or our affiliates, officers, directors, advisors (including Evercore) or other representatives gives any CommerceHub stockholder or any other person any assurance that actual results will not differ materially from the Projections and Extended Financial Projections and, except as otherwise required by law, CommerceHub and/or our affiliates, officers, directors, advisors (including Evercore) or other representatives undertake no obligation to update or otherwise revise or reconcile the Projections or Extended Financial Projections to reflect circumstances existing after the date on which the Projections and Extended Financial Projections were prepared or to reflect the occurrence of future events, even in the event that any or all of the assumptions and estimates underlying the Projections and Extended Financial Projections are shown to be in error. We have made no representation to Parent or Merger Sub concerning the Projections or Extended Financial Projections in the merger agreement or otherwise.

        In light of the foregoing factors and the uncertainties inherent in the Projections and Extended Financial Projections, CommerceHub stockholders and other readers of this proxy statement are cautioned not to place undue, if any, reliance on such information.

Financing

        General.    CommerceHub and Parent estimate that the total amount of funds required to complete the merger and related transactions and pay related fees and expenses will be approximately $1.1 billion. Parent expects this amount to be funded through a combination of the following:

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        Equity Financing.    On March 5, 2018, each of the Investors/Guarantors entered into an equity commitment letter (the equity commitment letters) with Parent pursuant to which each of the Investors/Guarantors committed to contribute (or cause to be contributed) to Parent up to $321 million in cash, or $642 million in the aggregate, in exchange for equity securities of Parent. The equity commitment of the Investors/Guarantors is subject to the following conditions:

        The obligation of each Investor/Guarantor to fund the equity commitment will automatically and immediately terminate upon the earliest to occur of: (1) the effective time (provided that the obligation is fully discharged contemporaneously therewith); (2) the termination of the merger agreement in accordance with its terms; and (3) CommerceHub or any of its controlled affiliates, directors or officers commencing prohibited actions or proceedings against an Investor/Guarantor, Parent, Merger Sub or any of their respective affiliates or representatives.

        CommerceHub is an express third-party beneficiary of the equity commitment letters and has the right to seek specific performance of the obligations of the Investors/Guarantors under the equity commitment letters under certain circumstances.

        Debt Financing.    In connection with the entry into the merger agreement, Jefferies Finance LLC, Golub Capital Markets LLC, KKR Corporate Lending LLC and HPS Investment Partners, LLC (collectively, the lenders), provided commitments to Merger Sub under a commitment letter dated March 5, 2018 (the debt commitment letter), which provides for a commitment that adds up to the full amount of the debt financing subject to terms and express conditions. Under the debt commitment letter, the lenders have committed to provide an aggregate principal amount of $465 million in debt financing, consisting of $320 million in senior secured first-lien loan facilities (consisting of a $30 million revolving credit facility and a $290 million term loan facility) and a $145 million senior secured second-lien loan facility.

        The lenders' obligation to provide the debt financing under the debt commitment letter is subject to customary conditions, including the following (subject to certain exceptions and qualifications as set forth in the debt commitment letter):

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        The commitment of the lenders under the debt commitment letter expires upon the earliest of (1) September 12, 2018, unless the merger shall not have been consummated by then, in which case such date is automatically extended to November 26, 2018 if the outside date has been extended for a period of 75 days due to the lack of receipt of stockholder approval or the expiration or termination of any applicable waiting period under the HSR Act (2) the closing date (as defined in the merger agreement), (3) the valid termination of the merger agreement without the use of the debt financing, and (4) the completion of the merger without the use of the debt financing.

Limited Guarantees

        Concurrently with the execution of the merger agreement, each of the Investors/Guarantors has executed and delivered a limited guaranty in favor of CommerceHub (collectively, the limited guarantees), pursuant to which each Investor/Guarantor has agreed, subject to the terms and conditions of the limited guarantees, to guarantee, on a several basis, the payment of its applicable percentage of Parent's obligations to pay the Parent termination fee (as described in more detail under "The Merger Agreement—Termination Fees"), certain reimbursement and indemnification obligations in connection with the debt financing, and certain collection and interest payment obligations under the merger agreement, which we refer to collectively as the guaranteed obligations. The guaranteed obligations of each Investor/Guarantor are subject to a cap in an amount equal to $31.5 million, or $63 million in the aggregate.

        Each of the limited guarantees will terminate upon the earliest to occur of:

        In the event that CommerceHub or any of its controlled affiliates, directors or officers asserts in any litigation or other legal proceeding relating to a limited guarantee that certain provisions of the limited guarantee are illegal, invalid, or unenforceable or that the Investor/Guarantor is liable in excess of the cap or any claim other than certain specified permitted claims, then (1) the obligations of such Investor/Guarantor under such limited guarantee will terminate, (2) if such Investor/Guarantor has previously made any payments under its limited guarantee, it will be entitled to recover such payments from CommerceHub and (3) the Investor/Guarantor will not have any liability to CommerceHub with respect to the merger agreement or such limited guarantee.

Interests of Certain Persons in the Merger

        General.    In considering the recommendation of our board that you vote to adopt the merger agreement, you should be aware that, aside from their interests as stockholders of CommerceHub, CommerceHub's directors and executive officers have interests in the merger that are different from, or in addition to, those of other stockholders of CommerceHub generally. Members of our board were aware of and considered these interests, among other matters, in evaluating and negotiating the merger

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agreement and the merger, and in recommending to CommerceHub stockholders that the merger agreement be adopted. See the section entitled "The Merger (Proposal 1)—Reasons for the Merger." CommerceHub stockholders should take these interests into account in deciding whether to vote "FOR" the proposal to adopt the merger agreement. These interests are described in more detail below, and certain of them are quantified in the narrative and the tables below.

        CommerceHub Executive Officers.    CommerceHub's current executive officers for purposes of the discussion below are: Francis Poore, Founder, President and Chief Executive Officer; Richard Jones, Co-Founder and Chief Technology Officer; John Hinkle, Chief Information Officer, Chief Information Security Officer and Executive Vice President, Technical Operations; Michael Trimarchi, Chief Financial Officer and Chief Commercial Officer; and Douglas Wolfson, General Counsel and Secretary. Messrs. Poore, and Jones (the NEOs) were named executive officers in CommerceHub's proxy statement for its 2017 annual meeting of stockholders. Mark Greenquist, also a named executive officer in CommerceHub's proxy statement for its 2017 annual meeting of stockholders, resigned from the role of Chief Financial Officer and Treasurer effective December 14, 2017, and terminated employment with CommerceHub effective December 31, 2017. In connection with his termination, Mr. Greenquist's then-existing equity awards and other benefits were treated in accordance with the provisions of his separation agreement with CommerceHub, and he will not receive any severance or enhanced benefits as an executive in connection with the merger. As a result, unless specifically noted, Mr. Greenquist has been omitted from the discussion and tables below.

        Assumptions.    The potential payments in the narrative and tables below are, unless otherwise noted, based on the following assumptions:

        The amounts set forth in the narrative and tables below are estimates of amounts that would be payable to the CommerceHub executive officers based on multiple assumptions that may or may not actually occur, including the assumptions described above. Some of the assumptions are based on information not currently available and, as a result, the actual amounts received by a CommerceHub executive officer may differ materially from the amounts shown in the following table. In particular, no CommerceHub executive officer is expected to experience a qualifying termination in connection with the merger.

        Equity-Based Awards.    As of the effective time, all vested and unvested equity awards held by our executive officers and directors, other than the 2018 employee RSU awards, will be accelerated, as applicable, and cashed out as described under "The Merger Agreement—Treatment of Company Equity Awards." The employee 2018 RSU awards will be treated as described under "The Merger Agreement—Treatment of Company Equity Awards" and the portion of each award that continues following the closing of the merger as a cash award will vest pursuant to the terms of the 2018 employee RSU award agreement if, within the 24-month period following the effective time, the executive officer's employment is terminated by the Surviving Corporation without cause (as such term is defined in the applicable 2018 employee RSU award agreement) or pursuant to a voluntary termination for good reason (as such term is defined in the applicable 2018 employee RSU award

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agreement). The estimated value of the accelerated vesting of equity awards held by the NEOs is quantified in the table below under "Merger Related Compensation for Named Executive Officers". The estimated value of the benefits that CommerceHub's executive officers (other than the NEOs) and non-employee directors would receive in respect of their stock options and restricted stock unit awards (including deferred stock units) in connection with the merger is $10,990,463.

        2018 Bonus Payments.    If following the merger any executive officer (other than Mr. Poore) is terminated without cause prior to the payment date of 2018 bonuses, such executive officer will remain eligible for a 2018 bonus payment, calculated and paid as if such executive officer had remained employed through the payment date of such bonus, provided that the amount of such payment shall be (i) calculated without discretionary adjustment for individual performance and (ii) prorated for such executive officer's period of employment during 2018. For 2018, the target bonus opportunity for Mr. Jones is $150,000.

        Employment Agreements.    Mr. Poore's employment agreement provides for a four-year employment term ending on June 27, 2020 (the CEO employment period). If, during the CEO employment period, Mr. Poore is terminated without cause or resigns for good reason (as defined in the agreement), he is entitled to: (i) any accrued compensation, (ii) a salary continuation severance payment equal to two times his annual base salary, to be paid in equal installments over a 24 month period, (iii) an additional lump sum severance payment equal to a pro rata portion of his annual base salary based on the number of days he was employed during the year of termination (the additional payment), (iv) any annual cash bonus that has been declared as of the date of the termination with respect to the prior calendar year and which has not yet been paid (unpaid bonus), (v) if he elects continued coverage under our medical plan(s), the applicable premium required for COBRA continuation coverage for Mr. Poore and his spouse and eligible dependents (as applicable), until the earlier of the date he receives equivalent coverage from a successor employer and the first anniversary of the date of termination, and (vi) continued participation in any life insurance plan (if permitted under such plan) until the earlier of the date he receives equivalent coverage from a successor employer and the first anniversary of the date of termination. Mr. Poore's receipt and retention of severance benefits (aside from the accrued compensation) is also conditioned on his compliance with the post-termination non-compete, non-disclosure and non-interference restrictions in his employment agreement, which generally continue for two years following a termination of his employment. CommerceHub has also agreed to reimburse certain legal fees incurred by Mr. Poore in connection with the transactions contemplated by the merger agreement.

        Mr. Jones' employment agreement provides that if Mr. Jones is terminated without cause or experiences a constructive termination without cause (as defined in the agreement), he is entitled to any accrued compensation and a lump sum severance payment equal to the net present value, discounted using the applicable federal rate for short-term obligations for the month in which the termination occurs, of one year's salary as in effect at the time of his termination. As a condition to Mr. Jones' receipt of the lump sum severance payment, he must execute a general release in accordance with the procedures set forth in his employment agreement. Mr. Jones' receipt and retention of severance benefits (aside from the accrued compensation) is also conditioned on his compliance with the post-termination non-compete, non-disclosure and non-interference restrictions in his employment agreement, which generally continue for one year following a termination of his employment.

        Indemnification and Insurance.    Pursuant to the terms of the merger agreement, directors and executive officers of CommerceHub will be entitled to certain ongoing indemnification and coverage under directors' and officers' liability insurance policies following the merger. Such indemnification and insurance coverage is further described in the section entitled "The Merger Agreement—Other Covenants and Agreement—Indemnification and Directors' and Officers' Insurance."

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        Director Deferred Compensation Plan.    Pursuant to the terms of the Company's Non-Employee Director Deferred Compensation Plan, amounts deferred by directors under such plan will be accelerated and paid in connection with the merger. These amounts were previously earned and vested but payment was deferred pursuant to the director's election until a specified date or the director's termination of service. Amounts are deferred in the form of deferred stock units (DSUs) and in connection with the merger each DSU will be converted into a right to receive $22.75. The estimated payout pursuant to this acceleration for each nonemployee director who participates in the plan is set forth in the table below.

Name
  Number of DSUs(1)   Value of DSUs ($)  

Richard N. Baer

    6,105     138,889  

Mark Cattini

    8,276     188,297  

David Goldhill

    6,105     138,889  

Michael P. Huseby

    9,362     212,986  

Chad Hollingsworth

         

Betsy L. Morgan

    6,105     138,889  

Luis Ubiñas

    6,105     138,889  

Brian Wendling

         

(1)
Messrs. Baer, Cattini and Huseby have previously elected to defer upcoming quarterly fees pursuant to the Non-Employee Director Deferred Compensation Plan, and thus each of their account balances will be increased by the quarterly fees otherwise payable in cash during each quarter that ends prior to the completion of the merger.

        In addition, as described above under "—Equity-Based Awards," (i) any outstanding director restricted stock unit awards will be accelerated and converted into the right to receive $22.75 in cash per share at the effective time and (ii) in June 2018, at the customary time as of which annual equity awards would be made to nonemployee directors, CommerceHub expects each nonemployee director to receive restricted stock units valued at $150,000 as of the date of grant, which restricted stock units will be converted into the right to receive $22.75 in cash as of the effective time.

        Merger-Related Compensation for Named Executive Officers.    The table below sets forth for each of the NEOs estimates of the amounts of compensation that are based on or otherwise relate to the merger. Certain amounts will or may become payable on a qualifying termination of employment following the merger (i.e., on a "double-trigger" basis). Certain other benefits will become payable upon the occurrence of the closing of the merger (i.e., on a "single-trigger" basis).

        The amounts shown are, unless otherwise noted, calculated based on the assumptions described under "Assumptions" above and noted in the footnotes below, which may or may not actually occur. Some of the assumptions are based on information not currently available and, as a result, the actual amounts received by each NEO may differ materially from the amounts shown in the following table. In particular, no NEO is expected to experience a qualifying termination in connection with the merger.

Name
  Cash(1)   Equity
(Single
Trigger;
Vested)(2)
  Equity
(Single
Trigger;
Unvested)(3)
  Perquisites/
benefits(4)
  Total  

Francis Poore

  $ 894,247   $ 21,815,550     8,315,123   $ 36,000   $ 31,060,920  

Richard Jones

  $ 332,332   $ 5,339,897   $ 3,267,850       $ 8,940,079  

(1)
The cash payments represent double-trigger payments for severance under the applicable employment agreement and the pro-rata annual bonus for 2018. The severance payment to be

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    made to Mr. Poore in connection with a termination without cause or by Mr. Poore for good reason prior to June 27, 2020 would be a cash payment equal to (i) two times his annual base salary, payable in equal installments over a 24-month period following termination, plus (ii) a pro rata portion of Mr. Poore's annual base salary based on the number of days he was employed during the year of termination, payable in a lump sum. The severance payment to be made to Mr. Jones in connection with a termination without cause or a constructive termination without cause prior to January 20, 2021 would be a lump sum cash payment equal to the net present value, discounted using the applicable federal rate for short-term obligations for the month in which the termination occurs, of one year's base salary as in effect at the time of his termination.

(2)
This single trigger payment represents the value of all vested stock options that will convert into a right to receive $22.75 less the per-share exercise price of the option as of the effective time pursuant to the merger agreement. Neither Mr. Poore nor Mr. Jones has any outstanding equity awards other than stock options.

(3)
This single trigger payment represents the value of all unvested stock options that will vest and convert into a right to receive $22.75 less the per-share exercise price of the option as of the effective time pursuant to the merger agreement. For Mr. Poore, until the effective time occurs, an additional 48,045 options vest each month under the original terms of the option grant based on his continued employment. For Mr. Jones, if the effective time has not occurred as of July 20, 2018, an additional 144,197 options will vest under the original terms of the option grant assuming continued employment until such date.

(4)
This double trigger payment represents the value of medical plan premiums required for COBRA continuation coverage for Mr. Poore and his spouse and eligible dependents (as applicable), and continued participation in any life insurance plan, in each case for one year following termination.

        CEO Co-Investment.    On March 5, 2018, Mr. Poore, our President and Chief Executive Officer, entered into a co-investor agreement (the co-investor agreement) with Great Dane Holding, an affiliate of Parent, pursuant to which he committed to, at the closing, invest $6 million of the post-tax proceeds from the merger consideration he receives for his existing stock options in the preferred and common equity securities of Great Dane Holding. His investment will be pari-passu with the Investor/Guarantor investments.

        In connection with the co-investor agreement, Mr. Poore and Great Dane Holding agreed to enter into a senior management agreement, a security holders agreement and a registration agreement containing provisions regarding, among other things, Mr. Poore's service as Chief Executive Officer and on the board of directors, management incentive programs, Mr. Poore's base salary (which will be no less than his current base salary), bonus target (which will be no less than 100% of his base salary at the start of each fiscal year) and severance benefits (which will be consistent with his current severance benefits) and certain transfer rights and obligations concerning Mr. Poore's equity. Mr. Poore and Great Dane Holding further agreed that Great Dane Holding would establish a management carry pool at the closing (the "management carry pool"), with vesting of the management carry pool to occur on both a time-basis and on a performance basis based on Investor/Guarantor returns. Mr. Poore will receive units in the management carry pool representing 5% of the common equity of Great Dane Holding, with 60% of the units subject to vesting on a time-basis and 40% of the units subject to vesting on a performance basis based on Investor/Guarantor returns. Great Dane Holding and Mr. Poore will also determine other members of management that are eligible to participate in the management carry pool.

        Arrangements with Parent.    Other than the Mr. Poore's arrangements in connection with the co-investor agreement (including the right of Mr. Poore to designate, jointly with the Investor/Guarantors, participants in the management carry pool), as of the date of this proxy statement, none of our executive officers has entered into any agreement with Parent or any of its affiliates regarding

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employment with, or the right to purchase or participate in the equity of, the Surviving Corporation or one or more of its affiliates. Prior to or following the closing of the merger, however, some or all of our executive officers or other employees may further discuss or enter into agreements with Parent or any of its affiliates regarding employment with, or the right to purchase or participate in the equity of, the Surviving Corporation or one or more of its affiliates.

Material U.S. Federal Income Tax Consequences of the Merger

        The following is a discussion of the material U.S. federal income tax consequences of the merger to holders of common stock whose shares are exchanged for cash pursuant to the merger. This discussion is based on the provisions of the Internal Revenue Code of 1986, as amended (the Code), applicable U.S. Treasury regulations (Treasury Regulations), judicial authorities, and administrative interpretations, each as in effect as of the date of this proxy statement. These authorities are subject to change, possibly on a retroactive basis, and any such change could affect the accuracy of the statements and conclusions set forth in this discussion. We cannot assure you that the Internal Revenue Service (the IRS) will not challenge one or more of the tax consequences described in this discussion or that a court would not sustain such challenge.

        This discussion applies only to holders of shares of common stock who hold such shares as a "capital asset" within the meaning of Section 1221 of the Code (generally, property held for investment). Further, this discussion does not purport to consider all aspects of U.S. federal income taxation that may be relevant to a holder in light of such holder's particular circumstances, or that may apply to a holder that is subject to special treatment under the U.S. federal income tax laws (including, for example, insurance companies, dealers or brokers in securities or foreign currencies, traders in securities who elect the mark-to-market method of accounting, holders that have a functional currency other than the U.S. dollar, tax-exempt organizations, cooperatives, banks and certain other financial institutions, mutual funds, certain expatriates, partnerships, S corporations, or other pass-through entities or investors in partnerships or such other entities, holders who hold shares of common stock as part of a straddle, constructive sale, or conversion transaction, holders who will hold, directly or indirectly, an equity interest in the surviving corporation, and holders who acquired their shares of common stock through the exercise of employee stock options or other compensation arrangements). Moreover, this discussion does not address the tax consequences of the merger arising under any applicable state, local, or foreign tax laws or the application of other U.S. federal taxes, such as the federal estate tax, the federal gift tax, the "Medicare" tax on certain net investment income, or the alternative minimum tax.

        If a partnership (including for this purpose any entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds shares of common stock, the tax treatment of a partner in such partnership will generally depend on the status of the partners and the activities of the partnership. If you are a partner of a partnership holding shares of common stock, you should consult your tax advisor.

        For purposes of this discussion, the term U.S. Holder means a beneficial owner of common stock that is for U.S. federal income tax purposes:

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        For purposes of this discussion, a non-U.S. Holder is a beneficial owner of common stock, other than a partnership or other entity taxable as a partnership for U.S. federal income tax purposes, that is not a U.S. Holder.

        Holders of common stock are urged to consult their own tax advisors regarding the application of the U.S. federal tax laws to their particular situation and the applicability and effect of state, local or foreign tax laws and tax treaties.

        Consequences to U.S. Holders.    The receipt of cash by U.S. Holders in exchange for shares of common stock pursuant to the merger will be a taxable transaction for U.S. federal income tax purposes. In general, a U.S. Holder who receives cash in exchange for shares of common stock pursuant to the merger will recognize gain or loss in an amount equal to the difference, if any, between (1) the amount of cash received and (2) the U.S. Holder's adjusted tax basis in such shares of common stock.

        Any such gain or loss recognized by a U.S. Holder upon the exchange of shares of common stock pursuant to the merger generally will be capital gain or loss and will be long-term capital gain or loss if the U.S. Holder's holding period in its shares of common stock is more than one year on the closing date of the merger. Long-term capital gains of non-corporate U.S. Holders generally are eligible for preferential U.S. federal income tax rates. The deductibility of capital losses is subject to limitations. If a U.S. Holder acquired different blocks of common stock at different times and different prices, such U.S. Holder must determine its adjusted tax basis and holding period separately with respect to each block of common stock.

        Consequences to Non-U.S. Holders.    Subject to the discussion below in "—Information Reporting and Backup Withholding," a non-U.S. Holder who receives cash in exchange for its shares of common stock in the merger generally will not be subject to U.S. federal income tax on gain recognized on such exchange unless:

        A non-U.S. Holder described in the first bullet above generally will be subject to U.S. federal income tax in the same manner as a U.S. Holder with respect to the receipt of cash in exchange for common stock in the merger. A non-U.S. Holder that is a corporation may also be subject to an additional "branch profits tax" at a rate of 30% (or such lower rate as may be specified by an applicable treaty) on its effectively connected earnings and profits for the taxable year, subject to certain adjustments.

        Gain recognized with respect to shares of common stock surrendered in the merger by a non-U.S. Holder who is described in the second bullet above generally will be subject to U.S. federal income tax at a 30% rate (or such lower rate as may be specified by an applicable treaty) but may be offset by certain U.S. source capital losses, if any, of the non-U.S. Holder.

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        With respect to the third bullet above, the non-U.S. Holder's common stock will not be treated as a USRPI unless CommerceHub is or has been a "United States real property holding corporation," as defined in the Code (a USRPHC), at any time during the five-year period ending on the date of the merger or the non-U.S. Holder's holding period, whichever period is shorter. CommerceHub does not believe that it has been or will become a USRPHC at any time during the five-year period ending on the date of the merger. Further, even if contrary to our expectation, CommerceHub were treated as a USRPHC at any time during the applicable period, the non-U.S. Holder's common stock will not be treated as a USRPI unless (1) such series of common stock exchanged in the merger was not regularly traded on an established securities market (within the meaning of Section 1.897-9T(d) of the Treasury Regulations) prior to the merger, or (2) such holder owned, actually or constructively, more than five percent of such series of common stock during the applicable period described above. If a non-U.S. Holder's common stock constitutes a USRPI, such non-U.S. Holder will be subject to U.S. federal income tax on the gain recognized in the merger on a net basis in the same manner as a U.S. Holder.

        Information Reporting and Backup Withholding.    Payments made in exchange for shares of common stock pursuant to the merger may be subject, under certain circumstances, to information reporting and backup withholding (currently at a rate of 24%). To avoid backup withholding, a U.S. Holder that does not otherwise establish an exemption should complete and return IRS Form W-9, certifying that such U.S. Holder is a U.S. person, the taxpayer identification number provided is correct, and such U.S. Holder is not subject to backup withholding. In general, a non-U.S. Holder will not be subject to backup withholding with respect to cash payments to the non-U.S. Holder pursuant to the merger if the non-U.S. Holder has provided an IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable (or an IRS Form W-8ECI if the non-U.S. Holder's gain is effectively connected with the conduct of a U.S. trade or business).

        Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be refunded or credited against a holder's U.S. federal income tax liability, if any, provided that such holder furnishes the required information to the IRS in a timely manner.

        This summary of the material U.S. federal income tax consequences is for general information purposes only and is not tax advice. Holders of common stock should consult their own tax advisors regarding the application of the U.S. federal tax laws to their particular situation and the applicability and effect of state, local or foreign tax laws and tax treaties.

Regulatory Approvals

        Under the HSR Act and related rules, certain transactions, including the merger, may not be completed until notifications have been given and information furnished to the antitrust division and the FTC and all statutory waiting period requirements have been satisfied. On March 26, 2018, both CommerceHub and Parent filed their respective Notification and Report Forms with the antitrust division and the FTC.

        At any time before or after the effective time, the antitrust division or the FTC could take action under the antitrust laws, including seeking to prevent the merger, to rescind the merger or to conditionally approve the merger upon the divestiture of assets of CommerceHub or Parent or subject to regulatory conditions or other remedies. In addition, U.S. state attorneys general could take action under the antitrust laws as they deem necessary or desirable in the public interest, including, without limitation, seeking to enjoin the completion of the merger or permitting completion subject to regulatory conditions. Private parties may also seek to take legal action under the antitrust laws under some circumstances. There can be no assurance that a challenge to the merger on antitrust grounds will not be made or, if such a challenge is made, that it would not be successful.

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THE MERGER AGREEMENT

        The following is a summary of the material provisions of the merger agreement, a copy of which is attached to this proxy statement as Annex A and is incorporated by reference into this proxy statement. This summary may not contain all of the information about the merger agreement that is important to you. We encourage you to read carefully the merger agreement in its entirety, as the rights and obligations of the parties thereto are governed by the express terms of the merger agreement and not by this summary or any other information contained in this proxy statement.

        The merger agreement and the below description have been included to provide investors and security holders with information regarding the terms of the merger agreement. They are not intended to provide any other factual information about Parent, Merger Sub, CommerceHub, or their respective subsidiaries or affiliates or equityholders. The representations, warranties and covenants contained in the merger agreement were made only for purposes of those agreements and as of specific dates; were solely for the benefit of the parties to the merger agreement; and may be subject to limitations agreed upon by the parties, including being qualified by confidential disclosures made by each contracting party to the other for the purposes of allocating contractual risk between them that differ from those applicable to investors. Investors should be aware that the representations, warranties and covenants or any description thereof may not reflect the actual state of facts or condition of Parent, Merger Sub, CommerceHub or any of their respective subsidiaries, affiliates, businesses, or equityholders. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the merger agreement, which subsequent information may or may not be fully reflected in public disclosures by CommerceHub.

The Merger

        The merger agreement provides that, subject to the terms and conditions of the merger agreement and in accordance with Delaware law, at the effective time, Merger Sub will be merged with and into CommerceHub and, as a result of the merger, the separate corporate existence of Merger Sub will cease and CommerceHub will continue as the Surviving Corporation and become a wholly owned subsidiary of Parent. As the Surviving Corporation, the separate corporate existence of CommerceHub, and all of its property, rights, privileges, immunities, powers, and franchises, will continue unaffected by the merger.

        Unless the merger agreement has been terminated pursuant to its terms, the closing of the merger will occur no later than the second business day after all of the conditions set forth in the merger agreement and described below under "—Conditions to the Merger" are satisfied or waived, to the extent permitted under the merger agreement, or at such other time and on a date as agreed to by the parties in writing. In addition, the closing shall not occur prior to the third business day following the termination of the marketing period set forth in the merger agreement and related to the debt financing to be obtained in connection with the merger (the marketing period).

        The merger will become effective when the certificate of merger has been duly filed with the Delaware Secretary of State or at a later date and time as the parties may agree upon and set forth in the certificate of merger. The merger is currently expected to be completed no later than the third quarter of 2018. However, the parties cannot predict the exact timing of the completion of the merger or whether the merger will be completed at an earlier or later time, as agreed by the parties, or at all.

Effect of the Merger on Capital Stock

        Subject to the terms of the merger agreement, at the effective time, each share of our Series A common stock, Series B common stock and Series C common stock outstanding immediately prior to the effective time, other than shares owned by CommerceHub or any of its subsidiaries (including those held in CommerceHub's treasury), owned by Parent or any of its subsidiaries (including Merger Sub)

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and any dissenting shares, will be converted automatically into the right to receive $22.75 in cash, without interest and less any applicable withholding taxes.

        At the effective time, each share of common stock that is owned by CommerceHub or any of its subsidiaries (including those held in CommerceHub's treasury) or owned by Parent or any of its subsidiaries (including Merger Sub) immediately prior to the effective time will be cancelled and will cease to exist and no consideration will be delivered in exchange for such share.

        At the effective time, each share of common stock of Merger Sub held by Parent immediately prior to the effective time will be converted into one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation, par value $0.01 per share, and will constitute the only outstanding shares of capital stock of the Surviving Corporation.

Treatment of Company Equity Awards

        CommerceHub Stock Options.    As of the effective time, each CommerceHub stock option, whether or not vested and exercisable, that is outstanding and unexercised immediately prior to the effective time will be automatically cancelled and the holder thereof will be entitled to receive an amount in cash equal to the product of (1) the total number of shares of common stock that were issuable upon exercise or settlement of such CommerceHub stock option immediately prior to the effective time and (2) the excess, if any, of $22.75 over the per-share exercise price of such CommerceHub stock option, less any applicable tax withholding.

        Restricted Stock.    As of the effective time, each outstanding share of CommerceHub restricted stock, whether or not vested, shall be cancelled and the holder shall instead be entitled to receive an amount in cash equal to $22.75, less any applicable tax withholding.

        Restricted Stock Unit Awards.    As of the effective time, each accelerated RSU award, whether or not vested, will be automatically cancelled and the holder shall instead be entitled to receive an amount in cash equal to (1) $22.75 multiplied by (2) the number of shares of common stock subject to such accelerated RSU award, less any applicable tax withholding. As of the effective time, each 2018 employee RSU award will vest with respect to 25% of the restricted stock units subject to such 2018 employee RSU award, with such vested restricted stock units treated in the same manner as the accelerated RSU awards. Each restricted stock unit granted pursuant to a 2018 employee RSU award that does not vest as of the effective time shall be cancelled and converted into a right to receive $22.75 in cash. The cash award will vest in 25% installments on each of the first four anniversaries of the grant date of the applicable 2018 employee RSU award, subject to the holder's continued employment through each vesting date. Upon vesting, the cash award will be settled in cash in accordance with the Surviving Corporation's then-current payroll practices. If, within the 24-month period following the effective time, the holder's employment is terminated by the Surviving Corporation without cause (as such term is defined in the applicable 2018 employee RSU award agreement) or pursuant to a voluntary termination for good reason (as such term is defined in the applicable 2018 employee RSU award agreement), the cash award will vest and be payable as of such termination date.

Treatment of CommerceHub's ESPP

        Pursuant to the merger agreement, the offering period under the ESPP that began on January 1, 2018 ended on March 26, 2018, and the ESPP was terminated as of such date. Any employee contributions collected were applied towards the purchase of shares pursuant to the terms of the ESPP.

Payment for the Common Stock and Equity Awards in the Merger

        At or prior to the effective time, Parent will deposit or cause to be deposited with the exchange agent sufficient cash to pay to the holders of the common stock the merger consideration of $22.75 per

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share. Promptly after the effective time, Parent will cause the exchange agent to send to each record holder of shares of common stock that were converted into the merger consideration a letter of transmittal and instructions for use in effecting the delivery of shares to the exchange agent and for effecting the surrender of certificates in exchange for the merger consideration. Each holder of our common stock that has been converted into the right to receive the merger consideration will be entitled to receive such merger consideration upon (i) surrender to the exchange agent of a certificate, together with a properly completed letter of transmittal or (ii) receipt of an "agent's message" by the exchange agent (or such other evidence, if any, that the exchange agent may reasonably request) in the case of book-entry shares of our common stock. Until so surrendered, each certificate and book entry share representing such shares of common stock will represent, after the effective time, only the right to receive such merger consideration.

        The Surviving Corporation will pay to each holder of Company equity awards, the cash amounts described above under "—Treatment of Company Equity Awards" at the effective time or as soon as practicable thereafter (but not later than the later of seven business days after the effective time and the Company's first regularly scheduled payroll date following the effective time.

Representations and Warranties

        The merger agreement contains representations and warranties that: (1) were made only for purposes of the merger agreement and as of specific dates; (2) were solely for the benefit of the parties to the merger agreement; (3) may be subject to limitations agreed upon by the parties, including being qualified by confidential disclosures made for the purpose of allocating contractual risk between the parties to the merger agreement instead of establishing these matters as facts; and (4) may be subject to standards of materiality applicable to the parties that differ from those applicable to investors. CommerceHub stockholders and other investors are not third-party beneficiaries under the merger agreement and should not rely on the representations and warranties or any description of such representations and warranties as characterizations of the actual state of facts or condition of CommerceHub or any of its subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations and warranties may have changed after the date of the merger agreement, which subsequent information may or may not be fully reflected in public disclosures by CommerceHub.

        Representations of Both Parties.    The merger agreement contains representations and warranties of each of CommerceHub and of Parent and Merger Sub relating to, among other things:

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        Representations of CommerceHub.    The merger agreement also contains representations and warranties of CommerceHub relating to, among other things:

        Representations of Parent and Merger Sub.    The merger agreement also contains representations and warranties of Parent and Merger Sub relating to, among other things:

        Definition of Material Adverse Effect.    Some of the representations and warranties in the merger agreement are subject to materiality or Company material adverse effect or Parent material adverse effect qualifications (that is, they will not be deemed to be untrue or incorrect unless their failure to be true or correct would, as the case may be, be material or have a material adverse effect on CommerceHub or Parent).

        For purposes of the merger agreement, a Company material adverse effect on CommerceHub means any event, occurrence, fact, condition, change, development or effect that, individually or in the

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aggregate has or would reasonably be expected to have a material adverse effect on (A) the business, assets, properties, liabilities, results of operations or financial condition of CommerceHub and its subsidiaries, taken as a whole or (B) the ability of CommerceHub to perform its obligations under the merger agreement or to consummate the transactions contemplated by the merger agreement. However, subject to certain exceptions, the Company material adverse effect standard excludes, in the case of clause (A) above, any such Company material adverse effect resulting from or arising out of:

        provided that, with respect to the first, second, third, fourth and fifth bullets above, any such event, occurrence, fact, condition, change, development or effect to the extent it disproportionately affects CommerceHub and its subsidiaries relative to other participants in the industries in which CommerceHub or its subsidiaries operate may be taken into account in determining whether or not a material adverse effect has occurred.

        For the purpose of the merger agreement, a Parent material adverse effect means any event, occurrence, fact, condition, change, development or effect that, individually or in the aggregate, would be reasonably expected to prevent or materially impair the ability of Parent or Merger Sub to consummate the transactions contemplated by the merger agreement, including the merger, on or prior to the outside date (subject to any applicable extensions).

Conduct of Business Pending the Merger

        Conduct of CommerceHub.    Until the effective time, except for matters (x) expressly required or expressly contemplated by the merger agreement, or (y) undertaken with the prior written consent of

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Parent, CommerceHub will use its reasonable best efforts to, and will cause each of its subsidiaries to, (A) conduct its business in the ordinary course consistent with past practice and (B) use its reasonable efforts to preserve intact its business organization and goodwill and relationships with material customers, suppliers, licensors, licensees, distributors and other third parties and operate its business in accordance with applicable law. In addition to the above, until the effective time, except (i) as expressly required or expressly contemplated by the merger agreement, (ii) as consented to in writing by Parent or (iii) as set forth in a separate confidential company disclosure letter, none of CommerceHub or any of its subsidiaries may:

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        Conduct of Parent.    Until the effective time, Parent shall not, without the prior written consent of CommerceHub, enter into any definitive agreements to acquire, by merger, consolidation, or otherwise, or by purchasing a substantial equity interest in, or a substantial portion of the properties or assets, of any person, if the entering of such agreement and consummation of the transaction contemplated by such agreement would reasonably be expected to:

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Other Covenants and Agreements

        Alternative Transaction Proposal; Unsolicited Proposals; Intervening Event.    Until the effective time or the termination of the merger agreement, CommerceHub and its subsidiaries are not permitted to:

        Alternative transaction proposal means any offer, inquiry or proposal for:

provided that, any sale, transfer or other disposition of common stock solely by the significant company stockholder shall not be deemed an alternative transaction in certain circumstances.

        Following the date of the merger agreement and until the date our stockholders approve the adoption of the merger agreement, if CommerceHub receives an unsolicited bona fide written alternative transaction proposal (x) that our board determines in good faith to be, or to be reasonably likely to lead to, a superior proposal, and (y) in respect of which our board determines in good faith

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that failure to take such action would be reasonably likely to violate the directors' fiduciary duties under applicable law, CommerceHub may then take the following actions:

        Superior proposal means a bona fide written alternative transaction proposal (substituting 662/3% for each reference to 20% in the definition of alternative transaction proposal) that our board determines in good faith, after consultation with outside legal counsel and financial advisor and taking into account all legal, financial, regulatory, timing, financing and other conditions and aspects of such alternative transaction proposal and the person making such alternative transaction proposal:

        Following the date of the merger agreement, CommerceHub shall, as promptly as practicable (and in any event within 24 hours) following CommerceHub's receipt of any alternative transaction proposal or any proposal, offer or credible inquiry with respect to, or which could reasonably likely lead to, any alternative transaction proposal or any requests for nonpublic information, or any discussions or negotiations being sought to be initiated or continued with, CommerceHub, any of its subsidiaries, affiliates or any of their respective directors, officers, employees or representatives, provide Parent with written notice of such alternative transaction proposal or inquiry, which notice shall include a written summary of the material terms and conditions thereof and copies of any proposed material written agreements or material correspondence exchanged. In addition, CommerceHub shall provide Parent as promptly as practicable (and in any event within 24 hours) with (A) all information, material developments, discussions or negotiations, in each case, as reasonably necessary to keep Parent reasonably currently informed of all written or material oral communications regarding, and the status of any material developments regarding, any such alternative transaction proposal or inquiry and (B) all material nonpublic information concerning CommerceHub or its subsidiaries provided to the person making such alternative transaction proposal or inquiry which was not previously provided to Parent.

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        Neither our board nor any committee of our board shall (i)(A) withhold, withdraw, or qualify (or amend or modify in any manner adverse to Parent) or publicly propose to withdraw or qualify (or amend or modify in any manner adverse to Parent), the approval, recommendation or declaration of advisability by such board or any committee thereof of the merger agreement, or the merger or the other transactions contemplated by the merger agreement (the Company recommendation), (B) recommend, adopt or approve, or publicly propose to recommend, adopt or approve, any alternative transaction proposal, (C) following a publicly announced tender or exchange offer for any common stock, fail to recommend against acceptance of any tender offer or exchange offer for the shares of the common stock within 10 business days after commencement of such offer or, if earlier, within five business days prior to special meeting, (D) fail to include the Company recommendation in the proxy statement for the special meeting, (E) fail to publicly reaffirm the Company recommendation within five business days after receipt of a written request by Parent if an alternative transaction proposal or inquiry has become publicly known or upon any one other up to one additional request by Parent, or (F) resolve or publicly propose to take any action described in the foregoing clauses (A) through (E) (any action described in the foregoing clauses (A) through (F) being referred to as a Company adverse recommendation change); or (ii) approve or recommend, or publicly propose to approve or recommend, or allow CommerceHub or any of its subsidiaries to execute or enter into, any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other similar agreement, arrangement or understanding (x) constituting, or providing for, any alternative transaction proposal or (y) requiring it (or that would require it) to abandon, terminate or fail to consummate the merger agreement or any other transaction contemplated by the merger agreement.

        Company Adverse Recommendation Change.    Notwithstanding the restrictions described in the foregoing paragraph, until the date the stockholders approve the adoption of the merger agreement, (A) solely in response to (x) any material fact, event, change, development or circumstance not known or reasonably foreseeable by our board which becomes known to our board and that affects, or would reasonably be likely to affect, in a material manner the business, assets, properties, liabilities, results of operations or financial condition of CommerceHub and its subsidiaries, taken as a whole (such material fact, event, change, development or circumstance, an intervening event) or (y) a superior proposal, our board may make a company adverse recommendation change if our board has determined in good faith, after consultation with its financial advisor and outside legal counsel, that the failure to take such action would be reasonably likely to violate its fiduciary duties under applicable law and (B) solely in the case of a superior proposal, our board may terminate the merger agreement and enter into a superior proposal if, for either clause (A) or (B):

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        None of CommerceHub, our board or any committee thereof shall enter into any agreement with any person to limit or not to give prior notice to Parent of its intention to effect a Company adverse recommendation change or to terminate the merger agreement in light of a superior proposal.

        The merger agreement provides that none of its terms will be deemed to prohibit CommerceHub from taking and disclosing a position contemplated by Rule 14d-9 and Rule 14e-2(a) of the Exchange Act, or making any disclosure that constitutes a "stop, look and listen" communication as contemplated by Section 14d-9(f) of the Exchange Act.

        The merger agreement includes an agreement by CommerceHub to not release or permit the release of any person from, or to waive or permit the waiver or termination of any provision of, any confidentiality, standstill or similar agreement to which any of CommerceHub or any subsidiary is a party or any "moratorium," "control share acquisition," "fair price," "interested stockholder," "affiliate transaction," "business combination," or other antitakeover law, and to use its reasonable best efforts to enforce or cause to be enforced to the fullest extent permitted by law each such agreement.

        SEC Documents and Special Meeting.    Pursuant to the terms of the merger agreement and in accordance with applicable law and CommerceHub's governing documents, CommerceHub agreed to duly give notice of, convene and hold a special meeting of its stockholders for the purpose of considering and taking action upon the adoption of the merger agreement. Unless our board effects a Company adverse recommendation change, our board shall make the recommendation that CommerceHub stockholders vote to adopt the merger agreement.

        Access to Information.    From the date of the merger agreement until the effective time, upon reasonable notice, CommerceHub will use reasonable best efforts to afford Parent and its representatives reasonable access during normal business hours to officers, employees, agents, properties, offices and other facilities, books and records of each of CommerceHub and its subsidiaries, and all other financial, operating and other data and information as shall be reasonably requested and furnish a copy of each report, schedule and other document filed or received pursuant to the requirements of the federal securities laws or a governmental authority, subject to certain exceptions.

        Efforts to Complete the Merger; Governmental Approvals.    CommerceHub and Parent shall each use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done and to assist and cooperate with the other party in doing, all things necessary, proper, or advisable to or

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make effective, in the most expeditious manner practicable, the merger and the other transactions contemplated by the merger agreement. Each of CommerceHub and Parent (and their respective affiliates, if applicable) will:

        Each of CommerceHub and Parent agree to take certain steps to cooperate with respect to obtaining governmental approvals. In addition, if any objections are asserted with respect to the transactions contemplated by the merger agreement under any domestic or foreign antitrust or competition law or if any legal action or proceeding is instituted or threatened by the Federal Trade Commission, the Department of Justice or any other applicable governmental authority challenging any of the transactions contemplated by the merger agreement or which would otherwise prohibit or materially impair or delay the consummation of the transactions contemplated by the merger agreement, Parent shall take all reasonable actions necessary to resolve any such objections or actions or threatened Actions so as to permit consummation of the transactions contemplated by the merger agreement to close as soon as reasonably practicable.

        Indemnification of Directors and Officers; Insurance.    The merger agreement provides that, for six years after the effective time, Parent shall maintain in effect provisions in the Surviving Corporation's certificate of incorporation and bylaws regarding elimination of liability of directors, indemnification of directors and officers and advancement of fees, costs and expenses that are no less advantageous to the intended beneficiaries than the corresponding provisions in CommerceHub's charter and bylaws. From and after the effective time, Parent shall, and shall cause the Surviving Corporation and its subsidiaries, to honor and comply with their respective obligations under any indemnification agreement with any present and former directors and officers of the CommerceHub and its subsidiaries (each, an indemnified person), and not amend, repeal or otherwise modify any such agreement in any manner that would materially adversely affect any indemnification right of any indemnified person thereunder.

        The merger agreement further provides that, as of the effective time, Parent shall cause Surviving Corporation to obtain and fully pay the premium for the non-cancellable extension of the directors' and officers' liability coverage of CommerceHub's existing directors' and officers' insurance policies and CommerceHub's existing fiduciary liability insurance policies, which shall (i) be for a claims reporting or discovery period of at least six years from and after the effective time, (ii) be from an insurance carrier with the same or better credit rating as CommerceHub's current insurance carrier and (iii) have terms, conditions, retentions and limits of liability that are no less favorable than the coverage provided under CommerceHub's existing policies with respect to any actual or alleged error, misstatement, misleading statement, act, omission, neglect, breach of duty or any matter claimed against an indemnified person by reason of his or her having served in such capacity at or prior to the effective

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time (including in connection with the merger agreement or the transactions or actions contemplated by the merger agreement). If the Surviving Corporation for any reason fails to obtain such "tail" insurance policies as of the effective time, the Surviving Corporation shall continue to maintain in effect or purchase, for a period of at least six years from and after the effective time, the director's and officer's insurance plan in place with the CommerceHub's current insurance carrier or with an insurance carrier with the same or better credit rating with terms, conditions, retentions and limits of liability that are no less favorable than the coverage provided under CommerceHub's existing policies. Parent or the Surviving Corporation are not, however, required to pay an annual premium for such policies in excess of 300% of the premium amount per annum for CommerceHub's existing policies, and if the aggregate premiums of such insurance coverage exceed such amount, the Surviving Corporation shall be obligated to obtain a policy with the greatest coverage available, with respect to matters occurring prior to the effective time, for a cost not exceeding such amount.

        Employee Matters.    For a period of one year following the closing date of the merger, the employees of CommerceHub and its subsidiaries as of immediately prior to the merger who remain employed by the Surviving Corporation or any of its subsidiaries immediately following the merger will receive (i) an annual base salary or wages, as applicable, that are substantially similar in the aggregate to that provided to such employee as of immediately prior to the effective time, and (ii) employee benefits and other cash compensation (other than any equity or equity-based, defined benefit pension, and nonqualified deferred compensation benefits) that are substantially similar in the aggregate to that provided to such employee as of immediately prior to the effective time. For a period of one year following the closing date of the merger, Parent and the Surviving Corporation will maintain a severance pay practice for the benefit of each employee that is substantially similar in the aggregate to the severance pay practice in effect and applicable to such employee immediately prior to the closing date of the merger. With respect to health and welfare plans, Parent shall cause the Surviving Corporation to use commercially reasonable efforts to (i) waive preexisting conditions and other limitations with respect to coverage of the employees of CommerceHub and its subsidiaries (as long as they are employed immediately prior to the effective time) and (ii) provide credit for any co-payments, deductibles or out-of-pocket expenses incurred by the employees of CommerceHub and its subsidiaries during the calendar year of the effective time. Additionally, Parent will recognize the service each employee with CommerceHub and its subsidiaries as service with Parent or its affiliates in connection with any employee benefit plans (including 401(k) plans, vacation, sick leave and holiday policies) maintained by Parent and its affiliates which is made available following the merger by Parent and its affiliates for purposes of any waiting period, vesting and eligibility to the extent such service was credited for the same purpose under the corresponding Company Plan prior to closing; provided, however, that no such service shall be credited to the extent that doing so would result in the duplication of benefits or for the purpose of benefit accruals under any defined benefit plan. Nothing in the merger agreement limits Parent's right to amend, terminate or otherwise modify any specific employee benefit plan that Parent would otherwise have under the terms of such plan, or will give any individual a right to continued employment following the effective time.

        Debt Financing.    Parent and Merger Sub shall use reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange, consummate and obtain the financing on conditions no less favorable to Parent and Merger Sub than the conditions described in the commitment letters, including to:

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        Financing Cooperation.    CommerceHub shall use its reasonable best efforts to provide, and to cause each of its subsidiaries and their representatives to use their respective reasonable best efforts to provide, to Parent, at Parent's sole expense, all cooperation reasonably requested by Parent, Merger Sub, its representative or financing sources to assist them in arranging and obtaining debt financing subject to certain exceptions as detailed in the merger agreement.

        Other Covenants.    The merger agreement contains additional agreements among CommerceHub, Parent, and Merger Sub relating to, among other matters:

Conditions to the Merger

        Each party's obligation to complete the merger is subject to the satisfaction or waiver in writing at or prior to the closing of the merger of the following conditions:

        The respective obligations of Parent and Merger Sub to effect the merger are subject to the satisfaction or waiver in writing of the following additional conditions:

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        The obligation of CommerceHub to effect the merger is subject to the satisfaction or waiver in writing of the following additional conditions:

        In addition, as a condition to closing, each of CommerceHub and Parent will receive a certificate executed by an executive officer of the other, certifying that the foregoing closing conditions of such party have been satisfied.

Termination

        CommerceHub, Parent and Merger Sub may terminate the merger agreement by mutual written consent at any time before the effective time. In addition, either CommerceHub or Parent may terminate the merger agreement if:

        CommerceHub may also terminate the merger agreement:

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        Parent may also terminate the merger agreement upon written notice to CommerceHub, prior to the receipt of the CommerceHub stockholder approval, if (A) our board or a committee thereof shall have effected a Company adverse recommendation change, whether or not permitted in the merger agreement, or (B) CommerceHub shall have willfully and materially breached its non-solicitation obligations under the merger agreement with respect to alternative transaction proposals.

Termination Fees

        Company Termination Fee.    CommerceHub will be required to pay a termination fee to Parent in an amount in cash equal to $31.5 million upon the termination of the merger agreement:

        Parent Termination Fee.    Parent will be required to pay to CommerceHub a reverse termination fee of $63 million in the event that CommerceHub has terminated the merger agreement due to:

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        Each of the parties acknowledges that any amount payable by CommerceHub or Parent including any termination fee does not constitute a penalty, but rather shall constitute liquidated damages in a reasonable amount that will compensate a party for the disposition of its rights under the merger agreement in the circumstances in which such amounts are due and payable, which amounts would otherwise be impossible to calculate with precision.

Reimbursement of Expenses

        Each party shall bear its own expenses in connection with the merger agreement and the transactions contemplated by the merger agreement.

        If the merger agreement is terminated by Parent after our board or a committee thereof effects a Company adverse recommendation change (or such change otherwise occurs), whether or not permitted in the merger agreement, following the special meeting, or any adjournment or postponement thereof, in either case, at which a final vote with respect to the adoption of the merger agreement was taken, then CommerceHub shall, following receipt of an invoice therefor, no later than three business days after the date of such termination, pay, or cause to be paid, at the direction of Parent, up to $5 million of Parent's reasonable and documented out-of-pocket costs and expenses (including reasonable attorney's fees and disbursements) incurred by Parent and its affiliates on or prior to the termination of the merger agreement in connection with the transactions contemplated by the merger agreement.

        If a party fails promptly to pay to the other party any amounts due and, in order to obtain such payment, such other party commences a suit that results in a judgment against the failing party the non-prevailing party shall pay to the prevailing party its costs and expenses (including reasonable attorneys' fees and expenses) in connection with such suit, together with interest.

Specific Performance

        CommerceHub, Parent, and Merger Sub will be entitled to seek an injunction or injunctions to prevent breaches of the merger agreement and to seek enforcement specifically of the terms and provisions of the merger agreement. This is in addition to any other remedy to which they are entitled at law or in equity.

        CommerceHub will be entitled to an injunction, specific performance or other equitable remedies in connection with enforcing Parent's and Merger Sub's obligations to consummate the merger and cause the equity financing to be funded only in the event that:

Amendments; Waiver

        The merger agreement may be amended, modified or supplemented at any time solely by additional written agreements signed by, or on behalf of the parties, as may mutually be determined by the parties to be necessary, desirable or expedient to further the purpose of the merger agreement or to clarify the intention of the parties, whether before or after adoption of the merger agreement by CommerceHub stockholders or adoption of the merger agreement by the sole stockholder of Merger Sub; provided, however, that after adoption of the merger agreement by CommerceHub stockholders

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or the sole stockholder of Merger Sub, no amendment may be made that would require further approval or adoption without such further approval or adoption.

        No provision of the merger agreement may be waived except by a written instrument signed by the party against whom the waiver is to be effective. No failure or delay by any party in exercising any right, power or privilege in the merger agreement shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

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ADVISORY VOTE ON NAMED EXECUTIVE OFFICER SPECIFIED COMPENSATION (PROPOSAL 2)

        The Dodd-Frank Wall Street Reform and Consumer Protection Act, enacted in July 2010, requires that CommerceHub provide holders of voting stock with the opportunity to cast a non-binding, advisory vote on the compensation that may become payable to CommerceHub's named executive officers in connection with the merger, as disclosed in this proxy statement, including as described in "The Merger (Proposal 1)—Interests of Certain Persons in the Merger." This vote is commonly referred to as a "say on golden parachute" vote. This non-binding, advisory proposal relates only to contractual obligations of CommerceHub that may result in a payment to CommerceHub's named executive officers in connection with, or following, the consummation of the merger, and does not relate to any new compensation or other arrangements between CommerceHub's named executive officers and Parent. Further, this proposal does not relate to any compensation arrangements that are or may become applicable to CommerceHub's directors or executive officers who are not named executive officers.

        As an advisory vote, this proposal is not binding upon CommerceHub or our board. Approval of this proposal is not a condition to completion of the merger, and this vote is separate from the other proposals at the special meeting. Accordingly, you may vote to approve such other proposals to be considered and vote not to approve the advisory compensation proposal, and vice versa. Because the vote on the advisory compensation proposal is advisory in nature only, it will not be binding on CommerceHub. To the extent that CommerceHub is contractually obligated to pay the compensation, such compensation will be payable, subject only to the conditions applicable thereto, regardless of the outcome of the advisory vote. These payments are a part of CommerceHub's comprehensive executive compensation program and are intended to align CommerceHub's named executive officers' interests with yours as stockholders by ensuring their continued retention and commitment during critical events such as the merger, which may create significant personal uncertainty for them.

        The advisory compensation proposal requires the affirmative vote of the holders of a majority of the combined voting power of the shares of our voting stock present in person or represented by proxy and entitled to vote on such proposal at the special meeting, voting together as a single class. Under our bylaws, abstentions will have the same effect as a vote "AGAINST" this proposal. Broker non-votes will have no effect on the voting results for this proposal (assuming a quorum is present).

Our board unanimously recommends a vote "FOR" the advisory compensation proposal.

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VOTE ON ADJOURNMENT (PROPOSAL 3)

        CommerceHub is asking its stockholders to approve a proposal for one or more adjournments of the special meeting, if necessary or appropriate, to solicit additional proxies if we have not obtained sufficient affirmative stockholder votes to adopt the merger agreement. If, at the special meeting (or any adjournment or postponement of the special meeting), the number of shares of voting stock present in person or by proxy and voting in favor of the proposal to adopt the merger agreement is not sufficient to approve that proposal, we may move to adjourn the special meeting (or any adjournment or postponement of the special meeting) in order to enable our directors, officers, employees and representatives to solicit additional proxies for the adoption of the merger agreement. In that event, we will ask CommerceHub stockholders to vote only upon the adjournment proposal, and not the merger agreement proposal. If CommerceHub stockholders approve the adjournment proposal, we could adjourn the special meeting, and any adjourned session or postponement of the special meeting, and use the additional time to solicit additional proxies.

        The adjournment proposal relates only to an adjournment of the special meeting (or any adjournment or postponement of the special meeting) for purposes of soliciting additional proxies to obtain the requisite stockholder approval to adopt the merger agreement. CommerceHub retains full authority to the extent set forth in its bylaws and under Delaware law to adjourn the special meeting for any other purpose, or to postpone the special meeting before it is convened, without the consent of any CommerceHub stockholder.

        Approval of the adjournment proposal requires the affirmative vote of the holders of a majority of the combined voting power of the shares of our voting stock present in person or represented by proxy and entitled to vote on such proposal at the special meeting, voting together as a single class. Under our bylaws, abstentions will have the same effect as a vote "AGAINST" this proposal. Broker non-votes will have no effect on the voting results for this proposal (assuming a quorum is present).

Our board unanimously recommends a vote "FOR" the adjournment proposal.

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MARKET PRICE OF COMMERCEHUB'S COMMON STOCK

        Our Series A common stock and Series C common stock are traded on the Nasdaq under the symbols "CHUBA" and "CHUBK," respectively. The following table sets forth during the periods indicated (beginning following the Spin-Off) the high and low sales prices of our Series A common stock and our Series C common stock:

 
  CHUBA   CHUBK  
 
  High   Low   High   Low  

2017

                         

Fourth Quarter

  $ 23.85   $ 19.87   $ 22.40   $ 18.78  

Third Quarter

  $ 24.53   $ 16.73   $ 22.50   $ 16.75  

Second Quarter

  $ 18.48   $ 14.94   $ 18.57   $ 14.85  

First Quarter

  $ 17.23   $ 13.74   $ 17.37   $ 13.73  

2016

                         

Fourth Quarter

  $ 16.69   $ 13.24   $ 16.40   $ 13.14  

Third Quarter

  $ 16.62   $ 11.91   $ 15.98   $ 11.90  

        Our Series B common stock is not listed, but it is quoted and traded in the OTC Markets under the symbol "CHUBB." Although it is quoted on the OTC Markets, it is sparsely traded and does not have an active trading market. There is a greater chance of market volatility for securities that trade on the OTC Markets as opposed to a national exchange or quotation system, which is due to a variety of factors, including a lack of readily available price quotations, lower trading volume, absence of consistent administrative supervision of "bid" and "ask" quotations, and market conditions. The following table sets forth, for the periods indicated (beginning following the Spin-Off), the range of high and low bid information for our Series B common stock as reported by the OTC Markets. The information below represents inter-dealer prices without dealer mark-ups, mark-downs or commissions, and may not be indicative of the value of the Series B common stock or the existence of an active market.

 
  CHUBB  
 
  High   Low  

2017

             

Fourth Quarter

  $ 25.95   $ 20.35  

Third Quarter

  $ 24.85   $ 17.40  

Second Quarter

  $ 19.18   $ 16.06  

First Quarter

  $ 19.67   $ 14.45  

2016

             

Fourth Quarter

  $ 20.00   $ 14.63  

Third Quarter

  $ 18.00   $ 11.35  

        Under the terms of the merger agreement, all outstanding shares of CommerceHub's Series A common stock, B common stock, and C common stock will be acquired for a total value of approximately $1.1 billion. Each holder of CommerceHub's Series A common stock, Series B common stock and Series C common stock will receive $22.75 in cash per share, representing a 24.5% premium to the Series A common stock closing price as of March 5, 2018, a 19.3% premium to the one-month volume-weighted average Series A common stock closing price, a 30.2% premium to the Series C common stock closing price as of March 5, 2018, and a 27.1% premium to the one-month volume-weighted average Series C common stock closing price. The Series B common stock, which is convertible on a one-for-one basis at the option of the holder into shares of Series A common stock, is, as noted above, sparsely traded and does not have an active trading market or readily available price quotations.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Security Ownership of Certain Beneficial Owners

        The following table sets forth information concerning shares of our common stock beneficially owned by each person or entity known by us to own more than five percent of the outstanding shares of our Series A common stock or our Series B common stock, comprising the voting stock. Beneficial ownership of shares is set forth below only to the extent known by us or ascertainable from public filings.

        The security ownership information is given as of the date described in the footnotes with respect to each holder, and, in the case of percentage ownership information, is based upon 13,613,701 shares of Series A common stock (CHUBA), 707,567 shares of Series B common stock (CHUBB) and 29,303,822 shares of Series C common stock (CHUBK) outstanding, in each case, as of March 21, 2018. The voting power percentage is presented on an aggregate basis for all series of our voting stock. For purposes of the following presentation, beneficial ownership of shares of CHUBB, though convertible on a one-for-one basis into shares of CHUBA, are reported as beneficial ownership of CHUBB only and not as beneficial ownership of CHUBA.

Name and Address of Beneficial Owner
  Title of
Series
  Amount and Nature of
Beneficial Ownership
  Percent of
Series (%)
  Voting
Power (%)
 

John C. Malone

  CHUBA     101,164 (1)(2)   *     32.9  

c/o Liberty Interactive Corporation

  CHUBB     670,194 (1)(2)(3)   94.7        

12300 Liberty Blvd.

  CHUBK     1,340,492 (1)(2)   4.6        

Englewood, CO 80112

                       

The Vanguard Group

 

CHUBA

   
1,143,113

(4)
 
8.4
   
5.5
 

100 Vanguard Blvd.

  CHUBB                

Malvern, PA 19355

  CHUBK     2,402,611 (5)   8.2        

Vaughan Nelson Investment Management, Inc. 

 

CHUBA

   
1,049,809

(6)
 
7.7
   
5.1
 

600 Travis Street, Suite 6300

  CHUBB                

Houston, TX 77002

  CHUBK                

BlackRock, Inc. 

 

CHUBA

   
945,521

(7)
 
6.9
   
4.6
 

55 East 52nd Street

  CHUBB                

New York, NY 10055

  CHUBK     1,826,785 (8)   6.2        

Neuberger Berman Group LLC

 

CHUBA

   
1,683,352

(9)
 
12.4
   
8.1
 

1290 Avenue of the Americas

  CHUBB                

New York, NY 10104

  CHUBK                

Pembroke Management, LTD

 

CHUBA

   
864,000

(10)
 
6.3
   
4.2
 

1002 Sherbrooke Street West, Suite 1700

  CHUBB                

Montreal, QC

  CHUBK                

Canada

                       

*
Less than one percent.

(1)
The Voting Agreement, dated as of March 5, 2018, by and among Malone CHUB 2017 Charitable Remainder Unitrust (with respect to which Mr. Malone is the sole trustee and, with his wife, retains a unitrust interest in the trust), Parent and, solely with respect to certain provisions of the voting agreement, CommerceHub, contains provisions relating to, among other things, the voting and disposition of shares of CHUBA and CHUBB owned by the trust. Mr. Malone expressly disclaims the existence of, and membership in, a group with Parent.

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(2)
Based on information available to CommerceHub and Schedule 13D, filed March 21, 2018, by John C. Malone, which states that Mr. Malone has sole dispositive and voting power over 101,164 CHUBA shares, sole dispositive and voting power over 659,081 CHUBB shares and shared dispositive and voting power over 11,113 CHUBB shares.

(3)
Includes 11,113 shares of CHUBB held by two trusts that are managed by an independent trustee, of which the beneficiaries are Mr. Malone's adult children and in which Mr. Malone has no pecuniary interest. Mr. Malone retains the right to substitute assets held by the trusts and has disclaimed beneficial ownership of the shares held by these trusts.

(4)
Based on Amendment No. 1 to Schedule 13G, filed February 12, 2018 by The Vanguard Group (Vanguard), which states that Vanguard has sole dispositive power over 1,116,284 CHUBA shares, shared dispositive power over 26,829 CHUBA shares, sole voting power over 26,707 CHUBA shares and shared voting power over 732 CHUBA shares.

(5)
Based on Amendment No. 1 to Schedule 13G, filed February 12, 2018 filed by Vanguard, which states that Vanguard has sole dispositive power over 2,347,517 CHUBK shares, shared dispositive power over 55,094 CHUBK shares, sole voting power over 57,549 CHUBK shares and shared voting power over 1,465 CHUBK shares.

(6)
Based on Amendment No. 1 to Schedule 13G, filed February 13, 2018 by Vaughan Nelson Investment Management, L.P. and Vaughan Nelson Investment Management, Inc. (together, Vaughan Nelson), which states that Vaughan Nelson has sole dispositive power over 1,016,275 CHUBA shares, shared dispositive power over 33,534 CHUBA shares and sole voting power over 753,075 CHUBA shares.

(7)
Based on Schedule 13G, filed February 1, 2018 by BlackRock, Inc. (BlackRock), which states that BlackRock has sole dispositive power over 945,521 CHUBA shares and sole voting power over 909,929 CHUBA shares.

(8)
Based on Schedule 13G, filed February 1, 2018 by BlackRock, which states that BlackRock has sole dispositive power over 1,826,785 CHUBK shares and sole voting power over 1,772,360 CHUBK shares.

(9)
Based on Amendment No. 1 to Schedule 13G, filed February 15, 2018 by Neuberger Berman Group LLC, Neuberger Berman Investment Advisers LLC, Neuberger Berman Equity Funds and Neuberger Berman Genesis Fund, which states that Neuberger Berman Group LLC and Neuberger Berman Investment Advisers LLC have shared dispositive power over 1,683,352 CHUBA shares and shared voting power over 1,672,884 CHUBA shares and Neuberger Berman Equity Funds and Neuberger Berman Genesis Fund have shared dispositive and voting power over 1,100,172 CHUBA shares.

(10)
Based on Schedule 13G, filed January 31, 2018 by Pembroke Management, LTD, which states that Pembroke Management, LTD has sole dispositive and voting power over 864,000 CHUBA shares.

        As noted above, pursuant to the voting agreement, a charitable trust affiliated with John C. Malone agreed, at any meeting of stockholders of CommerceHub called to vote upon the adoption of the merger agreement, to vote all shares of voting stock beneficially owned by the trust in favor of the adoption of the merger agreement, with respect to the shares of common stock held by the trust. Based on these arrangements, as of the record date, the affirmative vote of the holders of at least an additional [    ·    ]% of the aggregate voting power of the shares of voting stock outstanding, voting together as a single class, is required in order to approve the proposal to adopt the merger agreement.

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Security Ownership of Management

        The following table sets forth information with respect to the ownership by each of our directors and named executive officers and by all of our directors and executive officers as a group of shares of each series of our common stock (CHUBA, CHUBB and CHUBK). The security ownership information with respect to our common stock is given as of January 31, 2018 and, in the case of percentage ownership information, is based upon 13,613,701 CHUBA shares, 707,567 CHUBB shares and 29,303,822 CHUBK shares outstanding, in each case, as of March 21, 2018. The voting power percentage is presented in the table below on an aggregate basis for all series of our voting stock.

        Shares of common stock issuable upon exercise of options, payment of DSUs or vesting of restricted stock units (RSUs), if any, that were exercisable or may be settled, on or within 60 days after January 31, 2018 are deemed to be outstanding and beneficially owned by the person holding the options, DSUs or RSUs, as the case may be, for the purpose of computing the percentage ownership of that person and for the aggregate percentage owned by the directors and executive officers as a group, but are not treated as outstanding for the purpose of computing the percentage ownership of any other individual person. So far as is known to us, the persons indicated below have sole voting and dispositive power with respect to the shares indicated as owned by them.

Name of Beneficial Owner
  Title of
Series
  Amount and Nature of
Beneficial Ownership
  Percent of
Series (%)
  Voting
Power (%)
 

Richard N. Baer

  CHUBA     6,577 (1)   *     *  

Chairman of the Board

  CHUBB                

  CHUBK     23,629 (1)(2)   *        

Mark Cattini

 

CHUBA

   
   
   
 

Director

  CHUBB                

  CHUBK     13,638 (2)   *        

David Goldhill

 

CHUBA

   
   
   
 

Director

  CHUBB                

  CHUBK     10,467 (2)   *        

John Hinkle

 

CHUBA

   
   
   
 

Chief Information Officer, Chief

  CHUBB                

Information Security Officer

  CHUBK     73,940 (1)(2)   *        

and Executive Vice President,

                       

Technical Operations

                       

Chad Hollingsworth

 

CHUBA

   
2,136

(1)
 
*
   
*
 

Director

  CHUBB                

  CHUBK     14,742 (1)   *        

Michael P. Huseby

 

CHUBA

   
   
   
 

Director

  CHUBB                

  CHUBK     23,724 (2)   *        

Richard Jones

 

CHUBA

   
   
   
 

Chief Technology Officer

  CHUBB                

  CHUBK     374,716 (1)   1.3        

Betsy L. Morgan

 

CHUBA

   
   
   
 

Director

  CHUBB                

  CHUBK     10,467 (2)   *        

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Name of Beneficial Owner
  Title of
Series
  Amount and Nature of
Beneficial Ownership
  Percent of
Series (%)
  Voting
Power (%)
 

Francis Poore

 

CHUBA

             

Chief Executive Officer, President

  CHUBB                

and Director

  CHUBK     1,772,537 (1)   5.7        

Michael Trimarchi

 

CHUBA

   
   
   
 

Chief Financial Officer, Chief

  CHUBB                

Commercial Officer and Treasurer

  CHUBK     46,961 (1)(2)   *        

Luis Ubiñas

 

CHUBA

   
   
   
 

Director

  CHUBB                

  CHUBK     10,467 (2)   *        

Brian Wendling

 

CHUBA

   
5,514

(1)
 
*
   
*
 

Director

  CHUBB                

  CHUBK     21,486 (1)   *        

Douglas Wolfson

 

CHUBA

   
   
   
 

General Counsel and Secretary

  CHUBB                

  CHUBK     82,644 (1)(2)   *        

All directors and executive officers

 

CHUBA

   
14,227

(1)(2)
 
*
   
*
 

as a group (13 persons)

  CHUBB                

  CHUBK     2,479,418 (1)(2)   7.8        

*
Less than one percent.

(1)
Includes beneficial ownership of shares that may be acquired upon exercise of, or which relate to, stock options exercisable on or within 60 days after January 31, 2018, as follows:
 
  CHUBA   CHUBK  

Richard N. Baer

    5,992     11,991  

Chad Hollingsworth

    1,352     2,704  

Brian Wendling

    3,476     6,941  

Francis Poore

        1,772,537  

Richard Jones

        374,716  

John Hinkle

        68,513  

Michael Trimarchi

        38,683  

Douglas Wolfson

        76,167  

Total

    10,820     2,352,252  
(2)
Includes DSUs and RSUs that may be settled in shares of our common stock on or within 60 days of January 31, 2018, as follows:
 
  CHUBK  

Richard N. Baer

    6,105  

Mark Cattini

    8,276  

David Goldhill

    6,105  

John Hinkle

    4,792  

Michael P. Huseby

    9,362  

Betsy L. Morgan

    6,105  

Michael Trimarchi

    6,710  

Luis Ubiñas

    6,105  

Douglas Wolfson

    5,368  

Total

    58,928  

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APPRAISAL RIGHTS

        The following discussion summarizes the material terms of the law pertaining to appraisal rights under the DGCL and is qualified in its entirety by the full text of Section 262 of the DGCL, which we refer to as Section 262, which is attached to this proxy statement as Annex C. The following summary does not constitute legal or other advice, nor does it constitute a recommendation that stockholders exercise their appraisal rights under Section 262.

        The holders of Series A common stock, Series B common stock and Series C common stock are entitled to appraisal rights in connection with the merger in accordance with Section 262. Under Section 262, record holders of shares of common stock who do not vote in favor of the adoption of the merger agreement and who otherwise follow the procedures set forth in Section 262 will be entitled to have their shares appraised by the Delaware Court of Chancery and to receive payment in cash of the "fair value" of the shares, exclusive of any element of value arising from the accomplishment or expectation of the merger, as determined by the Court, together with interest, if any, to be paid upon the amount determined to be the fair value.

        Under Section 262, where a merger agreement is submitted for adoption at a meeting of stockholders, the corporation, not less than 20 days prior to the meeting, must notify each of its stockholders who was a stockholder of record for notice of the meeting with respect to shares for which appraisal rights are available and include in the notice a copy of Section 262. This proxy statement constitutes such notice, and the full text of Section 262 is attached to this proxy statement as Annex C.

        ANY HOLDER OF COMMON STOCK WHO WISHES TO EXERCISE APPRAISAL RIGHTS, OR WHO WISHES TO PRESERVE SUCH HOLDER'S RIGHT TO DO SO, SHOULD CAREFULLY REVIEW THE FOLLOWING DISCUSSION AND ANNEX C BECAUSE FAILURE TO TIMELY AND PROPERLY COMPLY WITH THE PROCEDURES SPECIFIED WILL RESULT IN THE LOSS OF APPRAISAL RIGHTS. MOREOVER, BECAUSE OF THE COMPLEXITY OF THE PROCEDURES FOR EXERCISING THE RIGHT TO SEEK APPRAISAL OF SHARES OF COMMON STOCK, COMMERCEHUB BELIEVES THAT, IF A STOCKHOLDER CONSIDERS EXERCISING SUCH RIGHTS, SUCH STOCKHOLDER SHOULD SEEK THE ADVICE OF LEGAL COUNSEL.

        If a holder of common stock loses his, her or its appraisal rights by failing to timely comply with the procedures of Section 262 or otherwise, such holder of common stock will be entitled to receive the merger consideration described in the merger agreement.

Filing Written Demand

        Any holder of common stock wishing to exercise appraisal rights must, before the vote on the adoption of the merger agreement at the special meeting, deliver to CommerceHub a written demand for the appraisal of the stockholder's shares. A holder of common stock wishing to exercise appraisal rights must hold of record the shares on the date the written demand for appraisal is made and must continue to hold the shares of record through the effective date of the merger. The holder will lose appraisal rights if the holder transfers the shares before the effective date of the merger. The holder must not vote in favor of the adoption of the merger agreement. A proxy that is submitted and does not contain voting instructions will, unless revoked, be voted in favor of the adoption of the merger agreement, and it will result in the submitting stockholder losing such stockholder's right of appraisal and will effectively nullify any previously delivered written demand for appraisal of such stockholder's shares of common stock. Therefore, a stockholder who submits a proxy and who wishes to exercise appraisal rights must submit a proxy containing instructions to vote against the adoption of the merger agreement or abstain from voting on the adoption of the merger agreement. Neither voting against the adoption of the merger agreement, nor abstaining from voting or failing to vote on the proposal to adopt the merger agreement, will, in and of itself, constitute a written demand for appraisal satisfying

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the requirements of Section 262. The written demand for appraisal must be in addition to and separate from any proxy or vote on the adoption of the merger agreement. The demand must reasonably inform CommerceHub of the identity of the holder as well as the intention of the holder to demand an appraisal of the shares held by the holder. A stockholder's failure to deliver the written demand to CommerceHub prior to the taking of the vote on the adoption of the merger agreement at the special meeting will result in such stockholder losing such stockholder's right of appraisal.

        Only a holder of record of shares of common stock is entitled to demand an appraisal of the shares registered in that holder's name. A demand for appraisal in respect of shares of common stock must be executed by or on behalf of the holder of record. The demand must set forth, fully and correctly, the registered holder's name as it appears on the holder's stock certificates (or other registration records if uncertificated) and must specify the holder's mailing address and the number of shares registered in the holder's name. The demand must state that the person intends thereby to demand appraisal of the holder's shares. If the shares are owned of record in a fiduciary capacity, such as by a trustee, guardian or custodian, execution of the demand must be made in that capacity, and if the shares are owned of record by more than one person, as in a joint tenancy and tenancy-in-common or other joint ownership, the demand must be executed by or on behalf of all joint owners. An authorized agent, including an agent for two or more joint owners, may execute a demand for appraisal on behalf of a holder of record; however, the agent must identify the record owner or owners and expressly disclose that, in executing the demand, the agent is acting as agent for the record owner or owners. If the shares are held in "street name" by a broker, bank, trust or nominee, the broker, bank, trust or nominee may exercise appraisal rights with respect to the shares held for one or more beneficial owners while not exercising the rights with respect to the shares held for other beneficial owners; in such case, however, the written demand should set forth the number of shares as to which appraisal is sought and where no number of shares is expressly mentioned the demand will be presumed to cover all shares of common stock held in the name of the record owner. If a stockholder holds shares of common stock through a broker who in turn holds the shares through a central securities depository nominee, a demand for appraisal of such shares must be made by or on behalf of the depository nominee and must identify the depository nominee as record holder. Stockholders who hold their shares in brokerage accounts or other nominee forms and who wish to exercise appraisal rights are urged to consult with their brokers to determine the appropriate procedures for the making of a demand for appraisal by such a nominee. A person having a beneficial interest in shares held of record in the name of another person, such as a broker or nominee, must act promptly to cause the record holder to follow properly in a timely manner the steps necessary to perfect appraisal rights.

        All written demands for appraisal pursuant to Section 262 must be delivered to CommerceHub at:

CommerceHub, Inc.
201 Fuller Road, 6th Floor
Albany, New York 12203
Attention: Secretary

        At any time within 60 days after the effective date of the merger, any stockholder who has not commenced an appraisal proceeding or joined that proceeding as a named party may withdraw his, her or its demand for appraisal and accept the consideration offered pursuant to the merger agreement by delivering to CommerceHub, as the Surviving Corporation, a written withdrawal of the demand for appraisal. However, any such attempt to withdraw the demand made more than 60 days after the effective date of the merger will require written approval of CommerceHub, as the Surviving Corporation. No appraisal proceeding in the Delaware Court of Chancery will be dismissed as to any stockholder without the approval of the Delaware Court of Chancery, and such approval may be conditioned upon such terms as the Court deems just; provided, however, that any stockholder who has not commenced an appraisal proceeding or joined that proceeding as a named party may withdraw his, her or its demand for appraisal and accept the merger consideration offered pursuant to the merger

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agreement within 60 days after the effective date of the merger. If CommerceHub, as the Surviving Corporation, does not approve a request to withdraw a demand for appraisal when that approval is required, or, except with respect to any stockholder who withdraws such stockholder's demand in accordance with the proviso in the immediately preceding sentence, if the Delaware Court of Chancery does not approve the dismissal of an appraisal proceeding with respect to a stockholder, the stockholder will be entitled to receive only the appraised value determined in any such appraisal proceeding, which value could be less than, equal to or more than the consideration being offered pursuant to the merger agreement.

Notice by the Surviving Corporation

        Within ten days after the effective date of the merger, CommerceHub, as the Surviving Corporation, must notify each holder of common stock who has complied with Section 262, and who has not voted in favor of the adoption of the merger agreement, of the date on which the merger became effective.

Filing a Petition for Appraisal

        Within 120 days after the effective date of the merger, but not thereafter, CommerceHub, as the Surviving Corporation, or any holder of common stock who has complied with Section 262 and is otherwise entitled to appraisal rights under Section 262 may commence an appraisal proceeding by filing a petition in the Delaware Court of Chancery, with a copy served upon the Surviving Corporation in the case of a petition filed by a stockholder, demanding a determination of the value of the shares held by all such dissenting holders. CommerceHub, as the Surviving Corporation, is under no obligation to and has no present intention to file such a petition and holders of common stock should not assume that CommerceHub as the Surviving Corporation will file such a petition. Accordingly, any holders of common stock who desire to have their shares appraised should initiate all necessary action to demand appraisal and perfect their appraisal rights in respect of shares of common stock within the time prescribed in Section 262. Within 120 days after the effective date of the merger, any holder of common stock who has complied with the requirements of Section 262 will be entitled, upon written request, to receive from CommerceHub as the Surviving Corporation a statement setting forth the aggregate number of shares not voted in favor of the adoption of the merger agreement and with respect to which demands for appraisal have been received and the aggregate number of holders of such shares. The statement must be mailed within ten days after a written request therefor has been received by CommerceHub as the Surviving Corporation or within ten days after the expiration of the period for delivery of demands for appraisal, whichever is later. Notwithstanding the foregoing, a person who is the beneficial owner of shares of common stock held either in a voting trust or by a nominee on behalf of such person may, in such person's own name, file a petition or request from CommerceHub as the Surviving Corporation the statement described in this paragraph. If a petition for appraisal is not timely filed, then the right to appraisal will cease.

        If a petition for an appraisal is timely filed by a holder of shares of common stock and a copy thereof is served upon CommerceHub as the Surviving Corporation, CommerceHub as the Surviving Corporation will then be obligated within 20 days to file with the Delaware Register in Chancery a duly verified list containing the names and addresses of all stockholders who have demanded payment for their shares and with whom agreements as to the value of their shares have not been reached. After notice to the dissenting stockholders, the Delaware Court of Chancery will conduct a hearing on the petition to determine those stockholders who have complied with Section 262 and who have become entitled to appraisal rights thereunder. The Delaware Court of Chancery may require the stockholders who demanded appraisal of their shares and who had stock represented by certificates to submit their stock certificates to the Delaware Register in Chancery for notation thereon of the pendency of the

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appraisal proceeding; and if any stockholder fails to comply with such direction, the Delaware Court of Chancery may dismiss the proceedings as to such stockholder.

        With respect to the shares of common stock that are listed on a national securities exchange immediately prior to the effective date of the merger, the Delaware Court of Chancery shall dismiss the proceedings as to all holders of such shares who are otherwise entitled to appraisal rights in connection with the merger unless (i) the total number of shares entitled to appraisal exceeds 1% of the outstanding shares of the class or series eligible for appraisal, or (ii) the value of the consideration provided in the merger for such total number of shares exceeds $1 million.

Determination of Fair Value

        After the Delaware Court of Chancery determines the holders of common stock entitled to appraisal, the appraisal proceeding shall be conducted in accordance with the rules of the Delaware Court of Chancery, including any rules specifically governing appraisal proceedings. Through such proceeding, the Court shall determine the "fair value" of the shares, exclusive of any element of value arising from the accomplishment or expectation of the merger, together with interest, if any, to be paid upon the amount determined to be the fair value. Unless the Court in its discretion determines otherwise for good cause shown, interest from the effective date of the merger through the date of payment of the judgment shall be compounded quarterly and shall accrue at 5% over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the effective date of the merger and the date of payment of the judgment.

        At any time before the entry of judgment in the proceedings, CommerceHub, as the Surviving Corporation, may pay to each stockholder entitled to appraisal an amount in cash, in which case interest shall accrue thereafter as provided in Section 262 only upon the sum of (i) the difference, if any, between the amount so paid and the fair value of the shares as determined by the Delaware Court of Chancery, and (ii) interest theretofore accrued, unless paid at that time.

        In determining the fair value, the Delaware Court of Chancery will take into account all relevant factors. In Weinberger v. UOP, Inc., the Delaware Supreme Court discussed the factors that could be considered in determining fair value in an appraisal proceeding, stating that "proof of value by any techniques or methods which are generally considered acceptable in the financial community and otherwise admissible in court" should be considered and that "[f]air price obviously requires consideration of all relevant factors involving the value of a company." The Delaware Supreme Court has stated that, in making this determination of fair value, the court must consider market value, asset value, dividends, earnings prospects, the nature of the enterprise and any other factors which could be ascertained as of the date of the merger which throw any light on future prospects of the merged corporation. Section 262 provides that fair value is to be "exclusive of any element of value arising from the accomplishment or expectation of the merger." In Cede & Co. v. Technicolor, Inc., the Delaware Supreme Court stated that such exclusion is a "narrow exclusion [that] does not encompass known elements of value," but which rather applies only to the speculative elements of value arising from such accomplishment or expectation. In Weinberger, the Delaware Supreme Court construed Section 262 to mean that "elements of future value, including the nature of the enterprise, which are known or susceptible of proof as of the date of the merger and not the product of speculation, may be considered." In addition, Delaware courts have decided that the statutory appraisal remedy, in cases of unfair dealing, may or may not be a dissenter's exclusive remedy. Stockholders considering seeking appraisal should be aware that the fair value of their shares as so determined could be more than, the same as or less than the consideration they would receive pursuant to the merger if they did not seek appraisal of their shares and that an investment banking opinion as to the fairness, from a financial point of view, of the consideration payable in a sale transaction, such as the merger, is not an opinion as to, and does not otherwise address, fair value under Section 262. No representation is made as to the outcome of the appraisal of fair value as determined by the Delaware Court of Chancery, and

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stockholders should recognize that such an appraisal could result in a determination of a value higher or lower than, or the same as, the merger consideration. Neither Parent, Merger Sub nor CommerceHub anticipate offering more than the applicable merger consideration to any stockholder of CommerceHub exercising appraisal rights, and reserve the right to assert, in any appraisal proceeding, that for purposes of Section 262, the "fair value" of a share of common stock is less than the applicable merger consideration.

        The costs of the action (which do not include attorneys' fees or the fees and expenses of experts) may be determined by the Court and taxed upon the parties as the Court deems equitable under the circumstances. Upon application of a stockholder, the Court may order all or a portion of the expenses incurred by a stockholder in connection with an appraisal proceeding, including, without limitation, reasonable attorneys' fees and the fees and expenses of experts utilized in the appraisal proceeding, to be charged pro rata against the value of all the shares entitled to be appraised.

        If any stockholder who demands appraisal of shares of common stock under Section 262 fails to perfect, effectively withdraws or otherwise loses such holder's right to appraisal, the stockholder's shares of common stock will be deemed to have been converted as of the effective date of the merger into the right to receive the merger consideration pursuant to the merger agreement. A stockholder will lose, the holder's right to appraisal if no petition for appraisal is filed within 120 days after the effective date of the merger. In addition, as described above and subject to the timing considerations discussed above, a stockholder may withdraw his, her or its demand for appraisal in accordance with Section 262 and accept the merger consideration offered pursuant to the merger agreement.

        Any holder of shares of common stock who has duly demanded appraisal in compliance with Section 262 will not, after the effective date of the merger, be entitled to vote for any purpose any shares subject to such demand or to receive payment of dividends or other distributions on such shares, except for dividends or distributions payable to stockholders of record at a date prior to the effective date of the merger.

        FAILURE TO FOLLOW THE STEPS REQUIRED BY SECTION 262 OF THE DGCL FOR DEMANDING AND PERFECTING APPRAISAL RIGHTS WILL RESULT IN THE LOSS OF APPRAISAL RIGHTS. IN THAT EVENT, YOU WILL BE ENTITLED TO RECEIVE THE MERGER CONSIDERATION FOR YOUR DISSENTING SHARES IN ACCORDANCE WITH THE MERGER AGREEMENT. IN VIEW OF THE COMPLEXITY OF THE PROVISIONS OF SECTION 262 OF THE DGCL, IF YOU ARE A COMPANY STOCKHOLDER AND ARE CONSIDERING EXERCISING YOUR APPRAISAL RIGHTS UNDER THE DGCL, YOU SHOULD CONSULT YOUR OWN LEGAL ADVISOR.

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OTHER MATTERS

        Our board is not currently aware of any business to be acted on at the special meeting other than that which is described in this proxy statement. If, however, any other matters are properly brought to a vote at the special meeting, the persons designated as proxies will have discretion to vote or to act on those matters in accordance with their best judgment.


MULTIPLE STOCKHOLDERS SHARING ONE ADDRESS

        In accordance with Rule 14a-3(e)(1) under the Exchange Act, one proxy statement will be delivered to two or more stockholders who share an address, unless CommerceHub has received contrary instructions from one or more of the stockholders. CommerceHub will deliver promptly upon written or oral request a separate copy of the proxy statement to a stockholder at a shared address to which a single copy of the proxy statement was delivered. Requests for additional copies of the proxy statement should be directed to CommerceHub, Inc., 201 Fuller Road, 6th Floor, Albany, New York 12203, Attn: Secretary, or by calling (518) 810-0700. In addition, stockholders who share a single address, but receive multiple copies of the proxy statement, may request that in the future they receive a single copy by contacting CommerceHub at the address and phone number set forth in the prior sentence.


FUTURE STOCKHOLDER PROPOSALS

        We will hold our 2018 annual meeting of stockholders only if the merger is not completed because, if the merger is completed, CommerceHub will cease to be an independent public company and will become a subsidiary of Parent and you will no longer have an ownership interest in CommerceHub.

        Any stockholder proposals submitted pursuant to Exchange Act Rule 14a-8 for presentation at the 2018 annual meeting must have been received by CommerceHub on or before December 29, 2017 to be eligible for inclusion in CommerceHub's proxy statement in connection with that meeting. Any such proposal should have been submitted in writing to our Secretary and received at our executive offices at 201 Fuller Road, 6th Floor, Albany, New York 12203. However, if the date of the 2018 annual meeting is changed by more than 30 days before or 30 days after June 16, 2018 (the one-year anniversary of the 2017 annual meeting), then the deadline will be the close of business on the tenth day following the first day on which notice of the date of the 2018 annual meeting is communicated to stockholders or public disclosure of the date of the 2018 annual meeting is made, whichever occurs first.

        Any stockholder proposals (including recommendations of nominees for election to our board) intended to be presented at our 2018 annual meeting, other than a stockholder proposal submitted pursuant to Exchange Act Rule 14a-8, must be received at our executive offices at the foregoing address not earlier than March 16, 2018 and not later than April 17, 2018. However, if the 2018 annual meeting takes place more than 30 days before or 30 days after June 16, 2018 (the one-year anniversary of the 2017 annual meeting), a stockholder proposal, or any nomination by stockholders of a person or persons for election to our board, will instead be required to be received at our executive offices at the foregoing address not later than the close of business on the tenth day following the first day on which notice of the date of the 2018 annual meeting is communicated to stockholders or public disclosure of the date of the 2018 annual meeting is made, whichever occurs first.

        All stockholder proposals for inclusion in our proxy materials will be subject to the requirements of the proxy rules adopted under the Exchange Act, our charter and bylaws and Delaware law.

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WHERE YOU CAN FIND ADDITIONAL INFORMATION

        Our website is located at www.commercehub.com, and our Investor Relations website is located at ir.commercehub.com. Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, proxy statements and amendments thereto filed or furnished with the SEC pursuant to Sections 13(a) and 15(d) of the Exchange Act, are available through our Investor Relations website, free of charge, after we file them with the SEC. We also provide a link to the section of the SEC's website at www.sec.gov that has all of the reports and other information that we file or furnish with the SEC. You may read and copy any materials we file or furnish with the SEC at the SEC's Public Reference Room at 100 F Street, NE, Washington, D.C. 20549. You can get information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. You may also obtain copies of this information by mail from the Public Reference Section of the SEC, 100 F Street, N.E., Washington, D.C. 20549, at prescribed rates.

        CommerceHub will make available a copy of its public reports, without charge, upon written request to CommerceHub, Inc., 201 Fuller Road, 6th Floor, Albany, New York 12203, Attn: Secretary. Each such request must set forth a good faith representation that, as of the record date, the person making the request was a beneficial owner of common stock. In order to ensure timely delivery of such documents prior to the special meeting, any such request should be made promptly to CommerceHub. A copy of any exhibit may be obtained upon written request by a stockholder (for a fee limited to CommerceHub's reasonable expenses in furnishing such exhibit) to CommerceHub, Inc., 201 Fuller Road, 6th Floor, Albany, New York 12203, Attn: Secretary.

        The contents of the websites referred to above are not incorporated into this filing. Further, our references to the URLs for these websites are intended to be inactive textual references only.

        THIS PROXY STATEMENT DOES NOT CONSTITUTE THE SOLICITATION OF A PROXY IN ANY JURISDICTION TO OR FROM ANY PERSON TO WHOM OR FROM WHOM IT IS UNLAWFUL TO MAKE SUCH PROXY SOLICITATION IN THAT JURISDICTION. YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROXY STATEMENT TO VOTE YOUR SHARES AT THE SPECIAL MEETING. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION THAT IS DIFFERENT FROM WHAT IS CONTAINED IN THIS PROXY STATEMENT. THIS PROXY STATEMENT IS DATED [    ·    ], 2018. YOU SHOULD NOT ASSUME THAT THE INFORMATION CONTAINED IN THIS PROXY STATEMENT IS ACCURATE AS OF ANY DATE OTHER THAN THAT DATE, AND THE MAILING OF THIS PROXY STATEMENT TO STOCKHOLDERS DOES NOT CREATE ANY IMPLICATION TO THE CONTRARY.

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Annex A

AGREEMENT AND PLAN OF MERGER

by and among

GREAT DANE PARENT, LLC,

GREAT DANE MERGER SUB, INC.

and

COMMERCEHUB, INC.

Dated as of March 5, 2018


Table of Contents


TABLE OF CONTENTS

 
   
   
  Page

ARTICLE I CERTAIN DEFINITIONS

  A-2

 

Section 1.1

 

Definitions

 
A-2

 

Section 1.2

 

Rules of Construction

 
A-14

ARTICLE II THE MERGER

 
A-15

 

Section 2.1

 

Merger

 
A-15

 

Section 2.2

 

Charter and Bylaws

 
A-15

 

Section 2.3

 

Effective Time of the Merger

 
A-15

 

Section 2.4

 

Closing

 
A-15

 

Section 2.5

 

Directors and Officers of the Surviving Corporation

 
A-16

 

Section 2.6

 

Effect on Common Stock

 
A-16

 

Section 2.7

 

Exchange of Certificates and Book Entry Shares

 
A-17

 

Section 2.8

 

Company Equity Awards

 
A-19

 

Section 2.9

 

Further Assurances

 
A-21

ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY

 
A-21

 

Section 3.1

 

Organization; Standing and Power

 
A-21

 

Section 3.2

 

Capitalization of the Company

 
A-22

 

Section 3.3

 

Subsidiaries

 
A-23

 

Section 3.4

 

Authorization

 
A-23

 

Section 3.5

 

Consents and Approvals; No Violations

 
A-24

 

Section 3.6

 

SEC Reports and Financial Statements

 
A-25

 

Section 3.7

 

No Undisclosed Liabilities

 
A-26

 

Section 3.8

 

Absence of Certain Changes

 
A-26

 

Section 3.9

 

Litigation

 
A-26

 

Section 3.10

 

Compliance with Applicable Laws

 
A-26

 

Section 3.11

 

Properties

 
A-27

 

Section 3.12

 

Tax

 
A-28

 

Section 3.13

 

Employee Benefits

 
A-29

 

Section 3.14

 

Labor

 
A-30

 

Section 3.15

 

Material Contracts

 
A-31

 

Section 3.16

 

Insurance

 
A-33

 

Section 3.17

 

Anti-takeover Statutes

 
A-33

 

Section 3.18

 

Opinion of Financial Advisor

 
A-33

 

Section 3.19

 

Brokers

 
A-33

 

Section 3.20

 

Intellectual Property

 
A-33

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  Page

 

Section 3.21

 

Environmental Matters

  A-34

 

Section 3.22

 

Related Party Transactions

 
A-34

 

Section 3.23

 

Indebtedness

 
A-35

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB

 
A-35

 

Section 4.1

 

Organization; Standing and Power

 
A-35

 

Section 4.2

 

Capitalization

 
A-35

 

Section 4.3

 

Authorization

 
A-35

 

Section 4.4

 

Consents and Approvals; No Violations

 
A-36

 

Section 4.5

 

Operations of Parent and Merger Sub

 
A-36

 

Section 4.6

 

Anti-takeover Statutes

 
A-37

 

Section 4.7

 

Guaranty

 
A-37

 

Section 4.8

 

Financing

 
A-37

 

Section 4.9

 

Solvency

 
A-38

 

Section 4.10

 

Litigation

 
A-38

 

Section 4.11

 

Competitors

 
A-39

 

Section 4.12

 

No Other Arrangements

 
A-39

 

Section 4.13

 

Brokers

 
A-39

 

Section 4.14

 

Investigation by Parent; Limitation on Warranties

 
A-39

ARTICLE V COVENANTS

 
A-39

 

Section 5.1

 

Operating Covenants of the Company and Certain Covenants of Parent and Merger Sub

 
A-39

 

Section 5.2

 

No Solicitation

 
A-44

 

Section 5.3

 

SEC Documents; Stockholders' Meeting

 
A-47

 

Section 5.4

 

Access to Information; Confidentiality

 
A-50

 

Section 5.5

 

Reasonable Best Efforts

 
A-51

 

Section 5.6

 

State Takeover Statutes

 
A-52

 

Section 5.7

 

Indemnification and Insurance

 
A-52

 

Section 5.8

 

Public Announcements

 
A-53

 

Section 5.9

 

Certain Tax Matters

 
A-54

 

Section 5.10

 

Employee Benefits

 
A-54

 

Section 5.11

 

Notification of Certain Matters

 
A-55

 

Section 5.12

 

Stockholder Litigation

 
A-56

 

Section 5.13

 

Section 16 Matters

 
A-56

 

Section 5.14

 

Debt Financing

 
A-56

 

Section 5.15

 

Financing Cooperation

 
A-58

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  Page

 

Section 5.16

 

Stock-Exchange De-Listing

  A-60

 

Section 5.17

 

Obligations of Merger Sub

 
A-61

 

Section 5.18

 

280G Matters

 
A-61

ARTICLE VI CONDITIONS TO OBLIGATIONS OF THE PARTIES

 
A-61

 

Section 6.1

 

Conditions to Each Party's Obligation to Effect the Merger

 
A-61

 

Section 6.2

 

Conditions to Obligations of the Company

 
A-61

 

Section 6.3

 

Conditions to Obligations of Parent and Merger Sub

 
A-62

ARTICLE VII TERMINATION, AMENDMENT AND WAIVER

 
A-63

 

Section 7.1

 

Termination

 
A-63

 

Section 7.2

 

Effect of Termination

 
A-64

 

Section 7.3

 

Payments; Remedies

 
A-64

ARTICLE VIII GENERAL

 
A-67

 

Section 8.1

 

Expiration of Representations and Warranties; Survival of Certain Covenants and Agreements

 
A-67

 

Section 8.2

 

Notices

 
A-67

 

Section 8.3

 

Counterparts

 
A-68

 

Section 8.4

 

Entire Agreement; No Third-Party Beneficiaries

 
A-69

 

Section 8.5

 

Governing Law

 
A-69

 

Section 8.6

 

Amendments and Supplements

 
A-69

 

Section 8.7

 

Waiver

 
A-70

 

Section 8.8

 

Assignment

 
A-70

 

Section 8.9

 

Headings

 
A-70

 

Section 8.10

 

Severability

 
A-70

 

Section 8.11

 

Failure or Delay Not Waiver; Remedies Cumulative

 
A-70

 

Section 8.12

 

Specific Performance

 
A-70

 

Section 8.13

 

Waiver of Jury Trial

 
A-71

 

Section 8.14

 

Consent to Jurisdiction

 
A-71

 

Section 8.15

 

Incorporation of Exhibits

 
A-72

 

Section 8.16

 

No Joint Venture

 
A-72

 

Exhibit A

 

Form of Voting Agreement

 
 

 

Exhibit B

 

Form of Certificate of Incorporation of the Surviving Corporation

 
 

 

Exhibit C

 

Form of Bylaws of the Surviving Corporation

 
 

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AGREEMENT AND PLAN OF MERGER

        This AGREEMENT AND PLAN OF MERGER (this "Agreement") is made and entered into as of March 5, 2018 by and among Great Dane Parent, LLC, a Delaware limited liability company ("Parent"), Great Dane Merger Sub, Inc., a Delaware corporation and a direct, wholly owned Subsidiary of Parent ("Merger Sub"), and CommerceHub, Inc., a Delaware corporation (the "Company").


RECITALS

        WHEREAS, the parties intend that, subject to the terms and conditions hereinafter set forth, Merger Sub shall merge with and into the Company (the "Merger"), with the Company continuing as the surviving corporation in the Merger, on the terms and subject to the conditions of this Agreement and in accordance with the General Corporation Law of the State of Delaware ("DGCL");

        WHEREAS, subject to the terms and conditions of this Agreement, the Board of Directors of the Company has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are fair to, and in the best interests of, the Company and its stockholders, (ii) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Merger, (iii) recommended that the Company Stockholders adopt this Agreement and (iv) directed that this Agreement be submitted to the Company Stockholders for their adoption;

        WHEREAS, (i) the Boards of Directors (or similar governing bodies) of each of Parent and Merger Sub has (A) determined that this Agreement and the transactions contemplated hereby, including the Merger, are fair to, and in the best interests of, Parent and Merger Sub, respectively, and (B) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Merger, and (ii) the Board of Directors of Merger Sub has (A) recommended the adoption of this Agreement by the sole stockholder of Merger Sub, and (B) directed that this Agreement be submitted to the sole stockholder of Merger Sub for adoption;

        WHEREAS, concurrently with the execution of this Agreement, and as a condition and inducement to the Company's willingness to enter into this Agreement, Parent and Merger Sub have delivered to the Company (i) (a) a limited guaranty (the "GTCR Guaranty") from GTCR Fund XII/A LP, GTCR Fund XII/C LP and GTCR Co-Invest XII LP (collectively, the "GTCR Guarantors") and (b) a limited guaranty (the "Sycamore Guaranty" and collectively with the GTCR Guaranty, the "Guaranty") from Sycamore Partners II, L.P. (the "Sycamore Guarantor" and together with the GTCR Guarantors, the "Guarantors"), in each case, in favor of the Company and pursuant to which, subject to the terms and conditions set forth therein, the Guarantors guarantee certain obligations of Parent and Merger Sub in connection with this Agreement and (ii) (a) a commitment letter (the "GTCR Equity Commitment Letter") between Parent and the GTCR Guarantors and (b) a commitment letter (the "Sycamore Equity Commitment Letter" and collectively with the GTCR Equity Commitment Letter, as each may be amended or modified in compliance with this Agreement, the "Equity Commitment Letter") between Parent and the Sycamore Guarantor, in each case, pursuant to which the Guarantors have agreed and committed, subject to the terms and conditions set forth therein, to invest in Parent, directly or indirectly, the cash amounts set forth therein; and

        WHEREAS, simultaneously with the execution and delivery of this Agreement, the Significant Company Stockholder has entered into a voting agreement in the form attached hereto as Exhibit A (the "Voting Agreement"), dated as of the date hereof, with Parent and, solely with respect to certain provisions thereof, the Company, pursuant to which, among other things, the Significant Company Stockholder has agreed to vote shares of Company Common Stock beneficially owned by the Significant Company Stockholder as specified therein in favor of the approval of this Agreement and against any Alternative Transaction Proposal.

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        NOW, THEREFORE, in consideration of the representations, warranties, covenants and agreements contained herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and subject to the conditions set forth herein, the parties hereto agree as follows:


ARTICLE I
CERTAIN DEFINITIONS

        Section 1.1    Definitions.     As used in this Agreement, the following terms shall have the meanings set forth below.

        "Acceptable Confidentiality Agreement" has the meaning set forth in Section 5.2(b)(i).

        "Action" means any claim, action, suit, proceeding, arbitration, mediation, hearing, audit or investigation by or before any Governmental Authority.

        "Affiliate" means with respect to any Person, another Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such first Person, where "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise; provided, that, except as otherwise specified in this Agreement, none of the Specified Persons will be treated as an Affiliate of the Company or any of its Subsidiaries or any of their respective Affiliates for any purpose hereunder.

        "Agreement" has the meaning set forth in the Preamble.

        "Alternative Financing" has the meaning set forth in Section 5.14(e).

        "Alternative Transaction" means any of the following transactions: (a) any merger, consolidation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution, tender offer (including a self-tender) or other similar transaction or series of related transactions involving the Company or any of its Subsidiaries which would result in any Person owning twenty percent (20%) or more of the aggregate outstanding equity securities of the Company or any of its Subsidiaries, (b) any direct or indirect sale, lease (other than in the ordinary course of business), exchange, transfer or other disposition to, or acquisition or purchase by, any Person or group of Persons, in a single transaction or a series of related transactions, including by means of the acquisition of capital stock of any Subsidiary of the Company, of assets or properties that constitute twenty percent (20%) or more of the revenue, net income or fair market value of the assets and properties of the Company and its Subsidiaries, taken as a whole, (c) any direct or indirect acquisition or purchase, in a single transaction, or series of related transactions, of voting securities constituting twenty percent (20%) or more of the aggregate voting power of the outstanding shares of capital stock of the Company, or (d) any other transaction or combination of related transactions having a similar effect to those described in any of clauses (a) through (c), in each case, other than the Merger and the transactions contemplated by this Agreement; provided, however, that any sale, transfer or other disposition of Company Common Stock (other than pursuant to clause (a) above) solely by the Significant Company Stockholder shall not be deemed an Alternative Transaction for purposes of clause (C) of Section 7.3(a)(ii); provided, further, that, for the avoidance of doubt, all references to "Person" in this definition shall include any "group" as defined pursuant to Section 13(d) of the Exchange Act.

        "Alternative Transaction Proposal" means any offer, inquiry or proposal, written or oral (whether binding or non-binding and other than an offer, inquiry or proposal by Parent or an Affiliate of Parent), relating to an Alternative Transaction.

        "Book Entry Shares" means shares of Company Common Stock that are in non-certificated book-entry form.

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        "Business Day" means any day except a Saturday, Sunday or other day on which commercial banking institutions in New York City are authorized by Law or executive order to be closed.

        "Certificate" means a certificate that immediately prior to the Effective Time represented shares of Company Common Stock.

        "Certificate of Merger" means a certificate of merger, in such appropriate form as is determined by the parties and in accordance with the DGCL.

        "Closing" has the meaning set forth in Section 2.4.

        "Closing Date" has the meaning set forth in Section 2.4.

        "Code" means the Internal Revenue Code of 1986, as amended.

        "Company" has the meaning set forth in the Preamble.

        "Company Acquisition Agreement" has the meaning set forth in Section 5.2(e).

        "Company Adverse Recommendation Change" has the meaning set forth in Section 5.2(d).

        "Company Bylaws" means the Bylaws of the Company, in effect as of the date hereof.

        "Company Charter" means the Restated Certificate of Incorporation of the Company, as filed with the Secretary of State of the State of Delaware on July 21, 2016.

        "Company Common Stock" means the Series A Common Stock, the Series B Common Stock and the Series C Common Stock.

        "Company Credit Agreement" means the Credit Agreement, dated as of June 28, 2016, by and among the Company (as successor in interest to Commerce Technologies, Inc.), Holdings party thereto, the Lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Wells Fargo Bank, National Association, SunTrust Bank and KeyBank National Association, as Co-Syndication Agents.

        "Company Disclosure Letter" means the disclosure letter delivered by the Company to Parent concurrently with the execution of this Agreement.

        "Company Employees" has the meaning set forth in Section 5.10(a).

        "Company Equity Awards" means the Company Stock Options, the Company Restricted Stock, the Company RSUs and any other outstanding equity-based award (whether vested or unvested) denominated in shares of Company Common Stock.

        "Company Financial Statements" has the meaning set forth in Section 3.6(b).

        "Company Intellectual Property" has the meaning set forth in Section 3.20(a).

        "Company Material Adverse Effect" means any event, occurrence, fact, condition, change, development or effect that, individually or in the aggregate, has or would reasonably be expected to have a material adverse effect on (A) the business, assets, properties, liabilities, results of operations or financial condition of the Company and its Subsidiaries, taken as a whole; provided, however, that, solely with respect to the foregoing clause (A), none of the following shall be deemed in and of themselves, either alone or in combination, to constitute, nor shall any of the following be taken into account (in either case, after giving effect to any event, occurrence, fact condition, change, development or effect resulting therefrom) in determining whether there has been or will be, a Company Material Adverse Effect: (a) general economic or regulatory conditions, including financial or credit markets, or changes therein (including changes in prevailing interest rates, credit availability and liquidity, currency exchange rates, price levels or trading volumes in the United States or foreign securities markets) occurring after the date hereof, (b) general political or geopolitical conditions or changes therein (including any changes arising out of acts of terrorism or war, cyber-attacks, weather conditions or

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other force majeure events), (c) financial or security market fluctuations or conditions, (d) general changes in, or events generally affecting, the industries in which the Company or any of its Subsidiaries operate, (e) any effect arising out of a change or proposed change in GAAP or applicable Law, or any authoritative interpretation thereof, after the date hereof, (f) (1) the execution of this Agreement, the identity of, or any facts or circumstances relating to the identity of, Parent, Merger Sub, the Guarantors or their respective Affiliates as the direct or indirect acquirers of the Company, or the announcement, pendency or consummation of the transactions contemplated by this Agreement, including the Merger (provided, that the exceptions in this clause (1) shall not apply to references to "Company Material Adverse Effect" as used in any representation or warranty or closing condition in this Agreement to the extent that such representation or warranty or closing condition, directly or indirectly, expressly addresses the consequences resulting from the identity of, or any facts or circumstances relating to the identity of, Parent, Merger Sub, the Guarantors or their respective Affiliates as the direct or indirect acquirers of the Company or the execution of this Agreement or the announcement, pendency or consummation of the transactions contemplated hereby, including the Merger), (2) any specific actions taken by the Company that are required or expressly contemplated by this Agreement to obtain any approvals, consents or authorizations under applicable Law, (3) any specific actions taken by the Company with the express prior written consent of Parent, or (4) any specific actions omitted to be taken by the Company that are expressly prohibited by Section 5.1(a)(vii), Section 5.1(a)(xi) or Section 5.1(a)(xvi) of this Agreement, if the Company has requested the consent of Parent to take such action and Parent unreasonably withholds its consent thereto, (g) any changes in the price or trading volume of the Company Common Stock, (h) any failure by the Company to meet published or unpublished plans, forecasts, projections, estimates or predictions in respect of revenues, earnings or other financial or operating metrics, or other financial performance or results of operations for any period (provided that the underlying causes of such changes in the preceding clause (g) or failures in this clause (h) may be taken into account in determining whether a Company Material Adverse Effect has occurred, unless such underlying cause would otherwise be excepted by this definition), (i) the availability or cost of financing, whether debt, equity or otherwise, to Parent or Merger Sub or the Guarantors or (j) any changes or events arising out of or resulting from any Stockholder Litigation; provided, that in the cases of clauses (a) through (e), any such event, occurrence, fact, condition, change, development or effect to the extent it disproportionately affects the Company and its Subsidiaries relative to other participants in the industries in which the Company or its Subsidiaries operate shall not be excluded from, and may be taken into account in, the determination of whether there has been a Company Material Adverse Effect, or (B) the ability of the Company to perform its obligations under this Agreement or to consummate the transactions contemplated hereby on or prior to the Outside Date.

        "Company Material Contract" has the meaning set forth in Section 3.15(a).

        "Company Notice" has the meaning set forth in Section 5.2(e)(iv).

        "Company Notice Period" has the meaning set forth in Section 5.2(e)(iv).

        "Company Plans" has the meaning set forth in Section 3.13(a).

        "Company Preferred Stock" means the Preferred Stock, par value $0.01 per share, of the Company.

        "Company Recommendation" has the meaning set forth in Section 5.2(d).

        "Company Recourse Related Party" has the meaning set forth in Section 7.3(e).

        "Company Restricted Stock" means shares of restricted Company Common Stock issued pursuant to the Incentive Plans.

        "Company RSU" means restricted stock units issued pursuant to the Incentive Plans, including, for the avoidance of doubt, deferred stock units held by the Company's nonemployee directors.

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        "Company SEC Documents" has the meaning set forth in Section 3.6(a).

        "Company Stock Option" means any option to purchase shares of Company Common Stock issued pursuant to the Incentive Plans.

        "Company Stockholder Approval" has the meaning set forth in Section 3.4(a).

        "Company Stockholders" means the holders of shares of Company Common Stock, including Company Restricted Stock.

        "Company Stockholders' Meeting" has the meaning set forth in Section 5.3(a)(iv).

        "Company Systems" means the computer systems, including software, hardware, servers, networks and interfaces, used by the Company and its Subsidiaries, both for internal purposes and for the Company's and its Subsidiaries' customers.

        "Company Termination Fee" has the meaning set forth in Section 7.3(a)(i).

        "Competition Law" means any Law that is designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or lessening of competition through merger or acquisition or restraint of trade.

        "Compliant" means, with respect to the Required Financial Information, that (a) the Company's auditors have not withdrawn, amended or qualified, or advised the Company or its Affiliates in writing that they intend to withdraw, amend or qualify any audit opinion with respect to any audited financial statements contained in the Required Financial Information, (b) none of the financial statements included in the Required Financial Information have been restated, amended or qualified, neither the Company nor its Affiliates has publicly announced any intention to, or determined it must, do so, and the Company, its Affiliates and their respective boards of directors (or equivalent body) have not determined that a restatement, amendment or qualification of any financial information included in the Required Financial Information is required or publicly announced that any such restatement, qualification or amendment is under consideration or is a possibility; provided that if any of the foregoing occurs, then such Required Financial Information shall be deemed not to be Compliant unless and until such restatement, amendment or qualification has been completed and the Required Financial Information has been amended to reflect such restatement, amendment or qualification (together with an unqualified audit opinion) or the Company has determined that no restatement shall be required and (c) all Required Financial Information does not contain an untrue statement of material fact or omit to state any material facts necessary to make such Required Financial Information, in light of the circumstances under which they were made, not misleading, at any point throughout such period.

        "Confidentiality Agreement" means the Confidentiality and Non-Disclosure Agreement, dated as of November 3, 2017, by and between the Company and GTCR LLC, as amended by that certain Letter Agreement, dated as of February 1, 2018, by and among the Company, GTCR LLC and Sycamore Partners Management, L.P.

        "Contract" means any written or oral binding contract, agreement, instrument, commitment or undertaking (including leases, licenses, mortgages, notes, guarantees, sublicenses, subcontracts and purchase orders).

        "Cutoff Date" has the meaning set forth in Section 7.3(b).

        "D&O Insurance" has the meaning set forth in Section 5.7(b).

        "Debt Financing" has the meaning set forth in Section 4.8(a).

        "Delaware Courts" has the meaning set forth in Section 8.14.

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        "DGCL" has the meaning set forth in the Recitals.

        "Dissenting Shares" means shares of Company Common Stock issued and outstanding immediately prior to the Effective Time that are held by a holder who has not voted in favor of the Merger or consented thereto in writing and properly demands appraisal rights of such shares pursuant to, and who is complying in all respects with, the provisions of Section 262 of the DGCL.

        "Effective Time" has the meaning set forth in Section 2.3.

        "Encumbrance" means any mortgage, deed of trust, lien, pledge, charge, security interest, title retention device, collateral assignment, adverse claim, restriction or other encumbrance of any kind (including any restriction on the voting of any security, any restriction on the transfer of any security or other asset, any restriction on the receipt of any income derived from any asset, any restriction on the use of any asset and any restriction on the possession, exercise or transfer of any other attribute of ownership of any asset, but other than restrictions under applicable securities laws).

        "Environmental Laws" means all Laws concerning public or worker health or safety, pollution or protection of the environment.

        "Equity Award Merger Consideration" has the meaning set forth in Section 2.8(a)(iii).

        "Equity Commitment Letter" has the meaning set forth in the Recitals.

        "Equity Financing" has the meaning set forth in Section 4.8(a).

        "ERISA" means the Employee Retirement Income Security Act of 1974.

        "ESPP" has the meaning set forth in Section 2.8(c).

        "Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

        "Exchange Agent" has the meaning set forth in Section 2.7(a).

        "Exchange Fund" has the meaning set forth in Section 2.7(a).

        "Financing" has the meaning set forth in Section 4.8(a).

        "Financing Assistance" means the following actions of the Company, its Subsidiaries and its Representatives:

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        "Financing Commitment Letters" has the meaning set forth in Section 4.8(a).

        "Financing Sources" means the agents, arrangers, lenders and other financial institutions that have committed to provide or arrange the Debt Financing in connection with the transactions contemplated hereunder, including the parties to the Debt Commitment Letter, any joinder agreements, indentures or credit agreements entered pursuant thereto or relating thereto, together with their respective affiliates and their and their respective affiliates' current, former or future officers, directors, employees, partners, trustees, shareholders, equityholders, managers, members, limited partners, controlling persons, agents and representatives and respective successors and assigns of the foregoing Persons.

        "GAAP" means United States generally accepted accounting principles, consistently applied.

        "Governmental Authority" means any national, supranational, federal, state, county, local or municipal government or any court or tribunal, quasi-governmental, regulatory or administrative agency, board or commission, arbitrator, arbitration tribunal or other governmental authority or instrumentality, domestic or foreign.

        "Governmental Permit" means with respect to the Company or any of its Subsidiaries, any consent, license, permit, grant, registration, franchises or other authorization of or from a Governmental Authority that is required for the operation of such entity's business or the holding of any of its material assets or properties.

        "GTCR Equity Commitment Letter" has the meaning set forth in the Recitals.

        "GTCR Guarantors" has the meaning set forth in the Recitals.

        "GTCR Guaranty" has the meaning set forth in the Recitals.

        "Guarantors" has the meaning set forth in the Recitals.

        "Guaranty" has the meaning set forth in the Recitals.

        "HSR Act" means the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

        "Improvements" has the meaning set forth in Section 3.11(c).

        "Incentive Plans" means the ESPP, the Company's Second Amended and Restated 2016 Omnibus Incentive Plan, as amended and restated as of June 16, 2017, the Legacy Stock Appreciation Rights Plan, the Legacy Stock Option Plan, the Transitional Stock Adjustment Plan and any other equity-based compensation plan or arrangement, as amended, sponsored or maintained by the Company or any Subsidiary or Affiliate of the Company for the benefit of Company Employees or pursuant to which the Company or any of its Subsidiaries has obligations.

        "Indebtedness" means, as to a Person (which term shall include any of its Subsidiaries for purposes of this definition of Indebtedness), without duplication but including the principal, accreted value, accrued and unpaid interest, prepayment and redemption premiums or penalties (if any), unpaid fees or expenses and other monetary obligations in respect of, all (i) indebtedness for borrowed money, (ii) obligations evidenced by bonds, debentures, notes or other similar instruments for the payment of which such Person is liable, (iii) obligations or liabilities of such Person under or in connection with letters of credit or bankers' acceptances or similar items; provided, however, that undrawn amounts shall not be included in this definition of Indebtedness, (iv) leases to the extent required to be capitalized in accordance with GAAP, (v) all obligations of such Person under interest rate or currency swap, hedging, futures, forward contracts or other similar transactions or arrangements, (vi) obligations under conditional sale or other title retention agreements relating to property or assets purchased by such

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person, (vii) obligations for the deferred purchase price of property or services, contingent or otherwise (including "earn-outs", post-closing true-ups and "seller notes" payable with respect to the acquisition of any business, assets or securities), (viii) obligations under direct or indirect guaranties in respect of, and obligations (contingent or otherwise) to purchase or otherwise acquire, or otherwise to assure a creditor against loss in respect of, Indebtedness or obligations of others of the kinds referred to in clauses (i) through (vii) above and (ix) all obligations of the type referred to in clauses (i) through (viii) of other Persons secured by (or for which the holder of such obligations has an existing right, contingent or otherwise, to be secured by) any Encumbrance on any property or asset of such Person (whether or not such obligation is assumed by the Person or any of its Subsidiaries).

        "Indemnified Person" has the meaning set forth in Section 5.7(a).

        "Inquiry" has the meaning set forth in Section 5.2(c).

        "Intellectual Property" means any and all of the following in any jurisdiction throughout the world, and all corresponding rights: (i) inventions (whether or not patentable or reduced to practice), all improvements thereto and all patents and industrial designs, patent and industrial design applications and patent disclosures, together with all reissues, continuations, continuations-in-part, revisions, divisionals, extensions and reexaminations in connection therewith; (ii) trademarks, service marks, designs, trade dress, logos, slogans, trade names, business names, corporate names, Internet domain names and all other indicia of origin, all applications, registrations and renewals in connection therewith and all goodwill associated with any of the foregoing; (iii) works of authorship (whether or not copyrightable), copyrights, mask works, database rights and moral rights, and all applications, registrations, and renewals in connection therewith; (iv) trade secrets; (v) rights of privacy and publicity, including rights to the use of names, likenesses, images, voices, signatures and biographical information of real persons; and (vi) rights in software.

        "Intervening Event" means any material fact, event, change, development or circumstance not known or reasonably foreseeable (or the material consequences of which were not known or reasonably foreseeable) by the Board of Directors as of the date hereof, which material fact, event, change, development or circumstance (or material consequences of which) becomes known to the Board of Directors from and after the date hereof and prior to the Company Stockholder Approval and that affects, or would reasonably be likely to affect, in a material manner the business, assets, properties, liabilities, results of operations or financial condition of the Company and its Subsidiaries, taken as a whole; provided that in no event shall the receipt, existence or terms of any Alternative Transaction Proposal or any Inquiry or the consequences thereof constitute an Intervening Event.

        "IRS" means the Internal Revenue Service.

        "Knowledge of Parent" means the actual knowledge of the individuals listed on Section 1.1(a) of the Parent Disclosure Letter.

        "Knowledge of the Company" means the actual knowledge of the individuals listed on Section 1.1(a) of the Company Disclosure Letter.

        "Law" means all foreign, federal, state, local or municipal laws (including common law), statutes, ordinances, regulations, constitutions, treaties, conventions, codes, acts, measures and rules enacted, adopted, promulgated or applied by, or of, any Governmental Authority, and all Orders.

        "Leased Real Property" means all leasehold or subleasehold estates and other rights to use or occupy any land, buildings, structures, Improvements, fixtures or other interest in real property held by the Company or any Subsidiary.

        "Leased Real Property Subleases" has the meaning set forth in Section 3.11(b).

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        "Liabilities" means debts, liabilities, commitments and obligations of any kind or nature, whether accrued or fixed, absolute or contingent, matured or unmatured, determined or determinable, known or unknown, asserted or unasserted, including those arising under any Law, or Order and those arising under any Contract.

        "Liberty TSA" means that certain Tax Sharing Agreement dated July 22, 2016 between Liberty Interactive Corporation and CommerceHub, Inc.

        "Losses" has the meaning set forth in Section 5.15.

        "Mailing Acceleration Event" has the meaning set forth in Section 5.3(a)(i).

        "Marketing Period" means the first period of fifteen (15) consecutive Business Days after the date of this Agreement and beginning on the date (i) the Parent has received from the Company all of the Required Financial Information and throughout and at the end of which Parent shall have the Required Financial Information (for the avoidance of doubt, if at any time during such fifteen (15) consecutive Business Days, any additional information required by the Debt Commitment Letter becomes Required Financial Information, then the Marketing Period shall be deemed not to have commenced until such additional information is provided that constitutes the Required Financial Information), (ii) at all times the Required Financial Information shall be Compliant and (iii) after which all of the conditions set forth in Section 6.1 and Section 6.3 have been and continue to be satisfied, other than those conditions that by their nature can only be satisfied at Closing; provided, that (x) if such Marketing Period has not ended prior to August 17, 2018, such period shall not be deemed to have commenced until September 4, 2018 and (y) May 28, 2018, July 3, 2018, July 4, 2018 and July 5, 2018 shall not be counted towards the total number of days for purposes of the Marketing Period; provided further, that the Marketing Period shall not commence or be deemed to have commenced if, following the delivery of the Required Financial Information but prior to the completion of such fifteen (15) consecutive Business Day period, (x) any such Required Financial Information would not be Compliant (it being understood that if any Required Financial Information provided at the commencement of the Marketing Period ceases to be Compliant during such fifteen (15) consecutive Business Day period, then the Marketing Period shall be deemed not to have commenced until the Required Financial Information is provided and is Compliant throughout such fifteen (15) consecutive Business Day period) or (y) any of the conditions identified in clause (iii) above (other than those conditions that by their nature can only be satisfied at Closing) are not or cease to be satisfied; provided further, that the Marketing Period shall end on any earlier date that is the date on which the Debt Financing is otherwise funded to Parent; provided further however that if (x) on July 27, 2018, the Marketing Period has not commenced, (y) all of the conditions to starting the Marketing Period under clauses (i), (ii) and (iii) of this definition would be satisfied if the Closing were to occur on July 27, 2018 (including that the Buyer has received the Required Financial Information), other than the conditions set forth in Section 6.1(a) or Section 6.1(b), and (z) the Company has mailed out the definitive Proxy Statement to the Company Stockholders in accordance with Section 5.3 hereof, then the Marketing Period will commence on July 30, 2018 (the "Outside Date Trigger Event") and, notwithstanding anything to the contrary contained herein, such Marketing Period shall not reset as a result of quarterly financial statements for the fiscal quarter ended June 30, 2018 being provided to Parent and made publicly available, but only in the event that the Marketing Period shall have commenced on July 30, 2018. If (A) the Company in good faith reasonably believes that it has provided the Required Financial Information, (B) that such Required Financial Information is Compliant, (C) the Company has mailed the definitive Proxy Statement to the Company Stockholders in accordance with Section 5.3 hereof and (iv) subject to the Outside Date Trigger Event, the conditions set forth in Section 6.1 and Section 6.3 are satisfied, other than those conditions that by their nature can only be satisfied at Closing, it may deliver to Parent a written notice to that effect stating it believes that the Marketing Period has commenced. The notice delivered by the Company shall be effective to start the Marketing Period as of the date specified in such notice or as otherwise

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specifically provided above (which date, if such notice is delivered on a Business Day on or prior to 12:00 p.m., New York City time, shall not be earlier than the date the notice is delivered and, if such if such notice is delivered after 12:00 p.m., New York City time, shall not be earlier than the next Business Day following the date the notice is delivered), unless: Parent in good faith reasonably believes that the Company has not completed delivery of the Required Financial Information or that the definitive Proxy Statement has not been mailed to the Company Stockholders in accordance with the terms of Section 5.3 hereof (or that the other conditions to delivery of the Required Financial Information and effectiveness and commencement of the Marketing Period are not satisfied) and, within three (3) business days after the delivery of such notice by the Company, delivers a written notice to the Company to that effect, stating with specificity the Required Financial Information that has not been delivered, or the condition that is not satisfied on such date in which case such Required Financial Information shall be not deemed to have been delivered and the Marketing Period shall not have commenced until such Required Financial Information has been delivered by the Company, the definitive Proxy Statement has been mailed to the Company Stockholders in accordance with the terms of Section 5.3 hereof and the other conditions to the commencement of the Marketing Period are otherwise satisfied. Notwithstanding anything to the contrary contained herein, to the extent that a Mailing Acceleration Event occurs, all references in this definition to fifteen (15) consecutive Business Days will be amended to reflect the Reduced Marketing Period, and such Reduced Marketing Period shall not reset as a result of quarterly financial statements for the fiscal quarter ended June 30, 2018 being provided to Parent and made publicly available. Notwithstanding anything to the contrary contained in this definition and only to the extent the Outside Date Extension period is then in effect, the Marketing Period shall commence within three (3) Business Days following the mailing of the Proxy Statement to the Company Stockholders if each of the following shall have occurred (1) as of such mailing date, each of the conditions to the commencement of the Marketing Period set forth herein are satisfied (other than (I) those conditions that by their nature can only be satisfied at Closing and (II) obtaining of the Stockholder Approval) and (2) such mailing date occurs no later than twenty-two (22) Business Days prior to the expiration of the Outside Date Extension Period, if then in effect.

        "Merger" has the meaning set forth in the Recitals.

        "Merger Consideration" has the meaning set forth in Section 2.6(b)(iii).

        "Merger Sub" has the meaning set forth in the Preamble.

        "Merger Sub Common Stock" means the common stock, par value $0.01 per share, of Merger Sub.

        "NASDAQ" means The Nasdaq Stock Market LLC.

        "Order" means any judgment, order, writ, award, determination, ruling, settlement, stipulation, preliminary or permanent injunction or decree enacted, adopted, promulgated or applied by any Governmental Authority.

        "Other Interests" has the meaning set forth in Section 3.3(c).

        "Outside Date" has the meaning set forth in Section 7.1(b)(i).

        "Outside Date Extension Period" has the meaning set forth in Section 7.1(b)(i).

        "Outside Date Trigger Event" has the meaning set forth in the definition of the term "Marketing Period".

        "Parent" has the meaning set forth in the Preamble.

        "Parent Disclosure Letter" means the disclosure letter delivered by Parent and Merger Sub to the Company concurrently with the execution of this Agreement.

        "Parent Expenses" has the meaning set forth in Section 7.3(c).

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        "Parent Material Adverse Effect" means any event, occurrence, fact, condition, change, development or effect that, individually or in the aggregate, would be reasonably expected to prevent or materially impair the ability of Parent or Merger Sub to consummate the transactions contemplated hereby, including the Merger, on or prior to the Outside Date.

        "Parent Recourse Related Party" has the meaning set forth in Section 7.3(f).

        "Parent Termination Fee" has the meaning set forth in Section 7.3(b).

        "Payoff Indebtedness" means the Indebtedness set forth on Section 1.01(b) of the Company Disclosure Letter.

        "Permitted Encumbrances" means: (a) statutory Encumbrances for Taxes or other payments that are not yet due and payable, (b) Encumbrances for Taxes being contested in good faith and for which adequate reserves have been established in accordance with GAAP in the Company SEC Documents filed prior to the date hereof, (c) deposits or pledges made in connection with, or to secure payment of, workers' compensation, unemployment insurance or similar programs mandated by applicable Law, (d) Encumbrances in favor of vendors, carriers, warehousemen, mechanics and materialmen and other like Encumbrances incurred in the ordinary course of business consistent with past practice which are not yet due and payable, (e) with respect to any securities, any transfer restrictions of general applicability as may be provided under the Securities Act or other applicable Law or restrictions under the organizational documents of the issuer of such securities, (f) with respect to any licensed or leased asset or property, the rights of any lessor, lessee, licensor or licensee under the applicable lease or license, (g) liens securing Indebtedness of the Company and (h) other Encumbrances that do not materially detract from or interfere with the value or use of the asset subject thereto.

        "Person" means any individual, corporation, company, limited liability company, general or limited partnership, trust, estate, proprietorship, joint venture, association, organization, entity or Governmental Authority.

        "Prohibited Conditions" has the meaning set forth in Section 5.14(c).

        "Proxy Statement" means the Company's proxy statement to be filed with the SEC, including any amendment or supplement thereto.

        "Real Property Leases" has the meaning set forth in Section 3.11(b).

        "Reduced Marketing Period" has the meaning set forth in Section 5.3(a)(i).

        "Regulations" means the Treasury Regulations (including Temporary Regulations) promulgated by the United States Department of Treasury with respect to the Code.

        "Representatives" means, with respect to Parent or the Company or any of their Subsidiaries, financial advisors, legal counsel, Financing Sources, accountants or other advisors, agents or representatives.

        "Required Amount" has the meaning set forth in Section 4.8(d).

        "Required Financial Information" has the meaning set forth Section 5.15(a)(iii).

        "Restricted Stock Merger Consideration" has the meaning set forth in Section 2.8(a)(ii).

        "RSU Merger Consideration" has the meaning set forth in Section 2.8(a)(iii).

        "SEC" means the Securities and Exchange Commission.

        "SEC Clearance Date" has the meaning set forth in Section 5.3(a)(i).

        "Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

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        "Series A Common Stock" means the Company's Series A Common Stock, par value $0.01 per share.

        "Series A Consideration" has the meaning set forth in Section 2.6(b)(i).

        "Series A Restricted Stock" means shares of restricted Series A Common Stock issued pursuant to an Incentive Plan.

        "Series B Common Stock" means the Company's Series B Common Stock, par value $0.01 per share.

        "Series B Consideration" has the meaning set forth in Section 2.6(b)(ii).

        "Series C Common Stock" means the Company's Series C Common Stock, par value $0.01 per share.

        "Series C Consideration" has the meaning set forth in Section 2.6(b)(iii).

        "Series C Restricted Stock" means shares of restricted Series C Common Stock issued pursuant to an Incentive Plan.

        "Significant Company Stockholder" means the Person set forth on Section 1.1(b) of the Company Disclosure Letter.

        "Solvent" means , with respect to any Person, that, as of any date of determination (a) the amount of the "fair saleable value" of the assets of such Person will, as of such date, exceed (i) the value of all "liabilities" of such Person, including "contingent and other liabilities", as of such date, as such quoted terms are generally determined in accordance with applicable Laws governing determinations of the insolvency of debtors, and (ii) the amount that will be required to pay the probable liabilities of such Person on its existing debts (including contingent and other liabilities) as such debts become absolute and mature, (b) such Person will not have, as of such date, an unreasonably small amount of capital for the operation of the businesses in which it is engaged or proposed to be engaged following such date, and (c) such Person will be able to pay its liabilities, including contingent and other liabilities, as they mature. For purposes of this definition, "not have an unreasonably small amount of capital for the operation of the businesses in which it is engaged or proposed to be engaged" and "able to pay its liabilities, including contingent and other liabilities, as they mature" means that such Person will be able to generate enough cash from operations, asset dispositions or refinancing, or a combination thereof, to meet its obligations as they become due.

        "Specified Customers" means the Persons set forth on Section 1.1(e) of the Company Disclosure Letter.

        "Specified Persons" means the Persons set forth on Section 1.1(c) of the Company Disclosure Letter.

        "Stock Option Merger Consideration" has the meaning set forth in Section 2.8(a)(i).

        "Stockholder Litigation" has the meaning set forth in Section 5.12.

        "Subsidiary" means, with respect to any Person, any corporation, general or limited partnership, limited liability company, joint venture or other entity (i) that is consolidated with such Person for purposes of financial reporting under GAAP or (ii) in which such Person (a) owns, directly or indirectly, more than fifty percent (50%) of the outstanding voting securities, profits interest or capital interest, (b) is entitled to elect at least a majority of the board of directors or similar governing body or (c) in the case of a limited partnership or limited liability company, is a general partner or managing member and has the power to direct the policies, management and affairs of such entity, respectively.

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        "Superior Proposal" means a bona fide written Alternative Transaction Proposal which the Board of Directors of the Company determines in good faith after consultation with its outside legal counsel and financial advisor and taking into account all legal, financial, regulatory, timing, financing and other conditions and aspects of such Alternative Transaction Proposal (including any changes to the terms of this Agreement offered by Parent from and after the date hereof, including in response to such Alternative Transaction Proposal during any Company Notice Period in accordance with Section 5.2(e)) and the Person making such Alternative Transaction Proposal (a) is reasonably likely to be consummated on the terms proposed, (b) to the extent financing is required, such financing is then fully committed or reasonably capable of being obtained prior to the consummation of the transaction contemplated by such Superior Proposal, (c) if consummated, would result in a transaction which is more favorable from a financial point of view to the Company Stockholders than the terms of the Merger and the other transactions contemplated hereby and (d) is otherwise on terms that the Board of Directors of the Company has determined to be superior to the transaction contemplated hereby, including the Merger; provided, however, that for purposes of this definition of "Superior Proposal," the term "Alternative Transaction Proposal" shall have the meaning assigned to such term in this Agreement, except that each reference to twenty percent (20%) in the definition of "Alternative Transaction" when used in the definition of "Alternative Transaction Proposal" shall in each case be replaced with a reference to sixty-six and two-thirds percent (662/3%).

        "Surviving Corporation" has the meaning set forth in Section 2.1.

        "Surviving Corporation Common Stock" has the meaning set forth in Section 2.6(c).

        "Sycamore Equity Commitment Letter" has the meaning set forth in the Recitals.

        "Sycamore Guarantor" has the meaning set forth in the Recitals.

        "Sycamore Guaranty" has the meaning set forth in the Recitals.

        "Tax" (and, with correlative meaning, "Taxes") means (a) any net income, alternative or add-on minimum tax, estimated, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, environmental or windfall profit tax, custom duty or other tax, governmental fee or other like assessment or charge of any kind whatsoever and (b) all interest, penalties, fines, additions to Tax, deficiency assessments or additional amounts imposed by any Tax Authority or other Governmental Authority in connection with any item described in clause (a).

        "Tax Authority" means any Governmental Authority charged with the administration of any Tax Law.

        "Tax Law" means any applicable Law relating to Taxes.

        "Tax Return" means any returns, declarations, reports, estimates, information returns and statements in respect of any Taxes (including any schedules or attachments thereto or amendments thereof).

        "Trade Control Laws" means U.S. export and re-export control Laws, import Laws, trade and economic sanctions Laws, and all other applicable export control Laws, import Laws, and trade and economic sanctions Laws.

        "Voting Agreement" has the meaning set forth in the Recitals.

        "Voting Company Debt" has the meaning set forth in Section 3.2(c).

        "WARN Act" has the meaning set forth in Section 3.14(c).

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        Section 1.2
    Rules of Construction.     In this Agreement, except to the extent otherwise provided or that the context otherwise requires:

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ARTICLE II
THE MERGER

        Section 2.1    Merger.     Upon the terms and subject to the conditions set forth in this Agreement and the applicable provisions of the DGCL, at the Effective Time, Merger Sub shall be merged with and into the Company and the separate corporate existence of Merger Sub shall thereupon cease. The Company shall continue as the surviving corporation in the Merger (sometimes hereinafter referred to as the "Surviving Corporation"), and the separate corporate existence of the Company with all its property, rights, privileges, immunities, powers and franchises shall continue unaffected by the Merger. At the Effective Time, the effects of the Merger shall be as provided in this Agreement, the Certificate of Merger and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all of the property, rights, privileges, immunities, powers and franchises of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.


        Section 2.2
    Charter and Bylaws.     


        Section 2.3
    Effective Time of the Merger.     Subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the parties shall file a Certificate of Merger as contemplated by the DGCL, together with any required related certificates, filings or recordings with the Secretary of State of the State of Delaware, in such form as required by, and executed in accordance with, the relevant provisions of the DGCL. The Merger shall become effective upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware or at such later date and time as the Company and Parent may agree upon and as is set forth in such Certificate of Merger (such time, the "Effective Time").


        Section 2.4
    Closing.     Unless this Agreement shall have been terminated in accordance with Section 7.1, the closing of the Merger (the "Closing") shall occur no later than the second (2nd) Business Day after all of the conditions set forth in Article VI shall have been satisfied or waived by the party entitled to the benefit of the same (other than conditions which by their terms are required to be satisfied or waived at the Closing, but subject to the satisfaction or waiver of such conditions), or at such other time and on a date as agreed to by the parties in writing (the "Closing Date"); provided, however, that, notwithstanding the satisfaction or waiver of the conditions set forth in Article VI, Parent and Merger Sub shall not be obligated to effect the Closing prior to the earlier of (i) the third (3rd) Business Day following the final day of the Marketing Period and (ii) any Business Day before the commencement of the Marketing Period or during the Marketing Period, as specified by Parent, on no fewer than three (3) Business Days' prior written notice to the Company (but subject in such case to the satisfaction or waiver of the conditions set forth in Article VI (other than those conditions that by their terms are to be satisfied or waived at the Closing, but subject to the satisfaction or waiver of such

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conditions)). The Closing shall take place at 10:00 a.m., New York City time, on the Closing Date, at the offices of Baker Botts L.L.P., 30 Rockefeller Plaza, New York, New York or at such other place and time as agreed to by the parties hereto.


        Section 2.5
    Directors and Officers of the Surviving Corporation.     


        Section 2.6
    Effect on Common Stock.     

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        Section 2.7
    Exchange of Certificates and Book Entry Shares.     

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        Section 2.8
    Company Equity Awards.     

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        Section 2.9
    Further Assurances.     If, at any time before or after the Effective Time, the Company or Parent reasonably believes or is advised that any further instruments, deeds, assignments or assurances are reasonably necessary or desirable to consummate the Merger or to carry out the purposes and intent of this Agreement at or after the Effective Time, then the Company, Parent, the Surviving Corporation and their respective officers and directors shall use their respective reasonable best efforts to execute and deliver all such proper deeds, assignments, instruments and assurances and do all other things reasonably necessary or desirable to consummate the Merger and to carry out the purposes and intent of this Agreement.


ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE COMPANY

        Except as set forth (i) in the Company SEC Documents filed prior to the date hereof (other than any disclosure set forth under "Risk Factors" or any "forward-looking statements" sections or other forward-looking statements set forth therein; it being understood that any factual information contained in such sections shall not be excluded) or (ii) in the corresponding section of the Company Disclosure Letter (it being agreed and understood that disclosure of any item in any section of the Company Disclosure Letter shall be deemed disclosed with respect to any other section of the Company Disclosure Letter to the extent the relevance of a disclosure or statement therein to a section of this Article III is reasonably apparent on its face; provided, that in no event will any Company SEC Documents qualify or limit the representations and warranties in Section 3.2 (Capitalization of the Company), Section 3.4 (Authorization) of this Agreement or Section 3.8(a) (Absence of Certain Changes)), the Company represents and warrants to Parent and Merger Sub as follows:


        Section 3.1
    Organization; Standing and Power.     The Company (a) is a corporation duly incorporated, validly existing and in good standing under the laws of the state of Delaware, (b) has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as currently conducted and (c) is duly qualified or licensed to do business as a foreign corporation, and is in good standing (with respect to jurisdictions which recognize such concept), in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except in the cases of clauses (b) and (c) as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. The Company has made available to Parent, prior to the date hereof, a true, complete and correct copy of the Company Charter and Company Bylaws in effect as of the date of this Agreement.

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        Section 3.2
    Capitalization of the Company.     

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        Section 3.3
    Subsidiaries.