CHUBK Commercehub - Series C (delisted)

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):

•

Premium to Market Prices.   Our board considered that the merger consideration of $22.75 per share of common stock 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 as of March 5, 2018;



•

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 as of March 5, 2018.



•

Liquidity and Certainty of Value.   Our board considered that the merger consideration would be paid in all cash, providing value certainty to CommerceHub's stockholders and allowing them to monetize their investment in CommerceHub, at a premium, in the near future. Our board believed that this certainty of value was compelling compared to the long-term value creation potential and execution risks underlying the business plan of CommerceHub as a standalone company. In connection with this, our board considered the inherent uncertainty of achieving the results of the management projections, as summarized below under " The Merger (Proposal 1) — Projected Financial Information ."



•

CommerceHub's Business, Financial Condition and Prospects.   Our board considered its in-depth knowledge of our business, financial condition, and prospects, in addition to the risks and uncertainties associated with achieving and executing on CommerceHub's business and financial plans in the short and long term if CommerceHub were to remain an independent public company, including market acceptance and performance of our products and services, competitive issues affecting CommerceHub, competitive issues facing many of CommerceHub's customers, general market conditions, regulatory matters and changes in law affecting our business, and the risk factors described in the 2017 Annual Report.



•

Potential Strategic Alternatives.   Our board considered the possible alternatives to a sale to Parent, including the potential to continue as a standalone business and the pursuit of an acquisition strategy. Our board evaluated alternatives with the assistance of Evercore, and determined that, when compared to the merger, these alternatives were not in the best interests of CommerceHub and its stockholders given the relative risks, rewards and uncertainties associated with those alternatives.



•

Quality of the Process to Evaluate Strategic Alternatives.   Our board considered the quality of its process to explore potential transactions, with the assistance of Evercore, including (i) the solicitation of numerous potential strategic purchasers and potential financial purchasers, (ii) discussions with various parties that contacted Evercore on an unsolicited basis, (iii) extensive management engagement with potential purchasers, and (iv) detailed review of all proposals received with our board's financial advisors. Our board further considered that discussions had been held with, and feedback received from, multiple interested or potentially interested parties as part of the process, including the fact that none of the potential strategic purchasers who were contacted, and none of the parties that contacted Evercore on an unsolicited basis, chose to participate in the process to pursue strategic alternatives and the fact that neither Sponsor A nor Sponsor B remained in the process. Additionally, our board considered the risk that prolonging the strategic review process could have resulted in the loss of a favorable opportunity to successfully consummate a transaction with GTCR and Sycamore and was unlikely to result in a proposal materially better than GTCR and Sycamore's proposal.

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•

Evercore's Fairness Opinion and Related Analyses.   Our board considered the financial analyses that representatives of Evercore reviewed and discussed with our board, as well as the oral opinion of Evercore rendered to our board on March 5, 2018 (which was subsequently confirmed in writing by delivery of Evercore's written opinion dated the same date) to the effect that, based upon and subject to the factors, procedures, assumptions, qualifications, limitations and other matters set forth in Evercore's written opinion, the per-share merger consideration to be paid to the holders of shares of CommerceHub common stock (other than the Excluded Stockholders) is fair, from a financial point of view, to such stockholders, as more fully described below under " The Merger (Proposal 1) — Opinion of CommerceHub's Financial Advisors ".



•

Likelihood of Completion.   Our board considered its belief that, absent a superior proposal, the merger represented a transaction that would likely be consummated based on, among other factors:



•

the reputation and ability of GTCR and Sycamore to complete large acquisition transactions in our industries;



•

the fact that Parent had obtained committed debt and equity financing for the transaction, the number and nature of the conditions to the debt and equity financing, and the reputation of the financing sources;



•

the absence of a financing condition in the merger agreement;



•

the likelihood and anticipated timing of completing the proposed merger in light of the scope of the conditions to completion, including the fact that there are no anticipated substantive issues in connection with the HSR Act and other antitrust clearances and that there are no other anticipated regulatory approvals that are required to close the merger;



•

the fact that the merger agreement provides that, in the event of a failure of the merger to be consummated under certain circumstances, Parent will pay CommerceHub a $63.0 million reverse termination fee, as described under " The Merger Agreement—Termination Fees—Parent Termination Fee ," without CommerceHub having to establish any damages, the payment of which is guaranteed, severally but not jointly, by affiliates of GTCR and affiliates of Sycamore pursuant to their respective limited guarantees; and



•

our ability, under certain circumstances pursuant to the merger agreement, to seek specific performance to prevent breaches of the merger agreement and the equity commitment letters, as described under " The Merger Agreement—Specific Performance " and to enforce specifically the terms of the merger agreement and the equity commitment letters.



•

Ability to Terminate.   Our board considered that, until the date the CommerceHub stockholders approve the adoption of the merger agreement:



•

if CommerceHub receives an unsolicited bona fide written alternative transaction proposal that our board determines in good faith to be, or to be reasonably likely to lead to, a superior proposal, and our board determines in good faith that failure to take action would be reasonably likely to violate the directors' fiduciary duties under applicable law, CommerceHub may furnish nonpublic information and engage in discussions or negotiations with such person or group with respect to such alternative transaction proposal;



•

in response to an intervening event or a superior proposal, our board may make a Company adverse recommendation change 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 the directors' fiduciary duties under applicable law; and

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•

in response to a superior proposal, our board may terminate the merger agreement and enter into a superior proposal, subject to certain conditions (including certain rights of Parent to have an opportunity to propose amendments to the merger agreement), provided that we pay a $31.5 million termination fee.



•

Negotiation Process.   Our board considered the fact that the terms of the merger agreement were the result of robust arm's-length negotiations conducted by CommerceHub, with the knowledge and at the direction of our board and with the assistance of Evercore and Baker Botts.

        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):

•

the fact that CommerceHub stockholders (other than Mr. Poore pursuant to the co-investor agreement) will not participate in any future growth potential or benefit from any future increase in the value of our company (whether through organic growth, acquisitions or otherwise);



•

the significant costs involved in connection with entering into and completing the merger (including the costs that may be incurred by CommerceHub pursuant to Mr. Malone's indemnification rights under the voting agreement) and the substantial time and effort of management required to complete the merger and related disruptions to the operation of our business;



•

the risk that the proposed merger might not be completed in a timely manner or at all, including the risk that the proposed merger will not occur if the contemplated financing, described under " The Merger—Financing ," is not obtained, and the effect that the resulting public announcement of termination of the merger agreement could have on the trading price of our common stock;



•

the fact that, under the terms of the merger agreement, CommerceHub is unable to solicit alternative transaction proposals during the pendency of the merger;



•

the restrictions on the conduct of our business prior to the closing of the merger, which could delay or prevent us from undertaking business opportunities or certain other actions we would otherwise take with respect to our operations pending closing;



•

the potential negative effect that the public announcement and pendency of the merger, or a failure to complete the merger, could have on our business and relationships with our customers, employees and prospective employees;



•

the risks and costs to us if the proposed merger does not close, including the diversion of management and employee attention from operational matters, potential employee attrition, the potential effect on our business operations, including our relationships with vendors, customers, partners and others that do business with us, and the potentially adverse effect on the trading price of our common stock;



•

the possibility that the amounts that may be payable by us upon the termination of the merger agreement could discourage other potential purchasers from making a competing bid to acquire us, including the possibility of the payment of a termination fee of $31.5 million if we terminate the merger agreement to enter into a superior proposal or materially breach our obligations under the provisions of the merger agreement relating to the solicitation of alternative transaction proposals;



•

the fact that Parent requires significant third-party debt financing to consummate the transaction and that, in the event that the lenders do not provide the debt financing under the debt

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commitment letter, we will not be able to specifically enforce Parent's obligations to complete the merger, in which case our remedy for Parent's failure to close the merger would be limited to receipt of the reverse termination fee; and

•

the fact that the merger will generally be taxable to our stockholders that are U.S. Holders (as defined below in " The Merger (Proposal 1)—Material U.S. Federal Income Tax Consequences of the Merger") for U.S. federal income tax purposes.

        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:

•

reviewed certain publicly available business and financial information relating to CommerceHub that Evercore deemed to be relevant, including publicly available research analysts' estimates;



•

reviewed certain non-public historical financial statements and other non-public historical financial and operating data relating to CommerceHub prepared and furnished to Evercore by management of CommerceHub;



•

reviewed (i) the Projections, which consist of certain non-public projected financial data relating to CommerceHub for fiscal years 2018 through 2020 prepared and furnished to Evercore by management of CommerceHub on February 19, 2018, together with (ii) extrapolations of the Projections for fiscal years 2021 through 2022, based on and extrapolated from the Projections, and projected unlevered free cash flow (as defined below) for fiscal years 2023 through 2032, furnished to Evercore by management of CommerceHub (such information described in clause (ii), the Extended Financial Projections );



•

reviewed certain non-public historical and projected operating data relating to CommerceHub prepared and furnished to Evercore by CommerceHub management;



•

discussed the past and current operations, the financial projections and current financial condition of CommerceHub with management of CommerceHub (including their views on the risks and uncertainties of achieving such projections);



•

reviewed the reported prices and the historical trading activity of the Series A common stock, Series B common stock and Series C common stock of CommerceHub and the premium to be received by the holders of such shares;



•

compared the financial performance of CommerceHub and its stock market trading multiples with those of certain other publicly traded companies that Evercore deemed relevant;



•

compared the financial performance of CommerceHub and the valuation multiples relating to the merger with those of certain other transactions that Evercore deemed relevant;



•

performed discounted cash flow analyses on CommerceHub based on forecasts and other data prepared by management of CommerceHub;



•

reviewed a draft of the merger agreement, dated March 5, 2018 (the most recent draft made available to Evercore), which Evercore assumed was in substantially final form and from which Evercore assumed the final form would not vary in any respect material to Evercore's analysis;



•

reviewed a draft of the form of voting agreement, dated March 2, 2018 (the most recent draft made available to Evercore), which Evercore assumed was in substantially final form and from which Evercore assumed the final form would not vary in any respect material to Evercore's analysis; and



•

performed such other analyses and examinations and considered such other factors that Evercore deemed appropriate.

        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:

        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):

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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.

        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.

        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:

        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.