tm2215721-3_defm14a - none

707 17th Street, 25th Floor
Denver, Colorado 80202

June 17, 2022
Dear Fellow Stockholders:

You are cordially invited to attend a special meeting of stockholders (the “Special Meeting” together with any adjournment, postponement or other delay thereof) of ServiceSource International, Inc. (“ServiceSource”) to be held on July 20, 2022, at 9:00 a.m., Mountain Time. In light of continuing public health concerns regarding the coronavirus (COVID-19) and to prioritize the well-being of our employees, stockholders and other community members, ServiceSource will hold the Special Meeting in a virtual meeting format only on the virtual meeting website. You will not be able to attend the Special Meeting physically in person. You can attend the special meeting via a live interactive webcast at www.proxydocs.com/SREV. You will be able to listen to the special meeting live and vote online. We believe that a virtual meeting provides expanded access, improved communication and cost savings for our stockholders and ServiceSource.

At the Special Meeting, you will be asked to consider and vote on a proposal to adopt the Agreement and Plan of Merger, dated as of May 6, 2022 (the “Merger Agreement”), by and among Concentrix Corporation (“Parent”), Concentrix Merger Sub Inc., a direct, wholly-owned subsidiary of Parent (“Acquisition Sub”), and ServiceSource (the “Merger Proposal”). Pursuant to the terms of the Merger Agreement, Acquisition Sub will merge with and into ServiceSource (the “Merger”), with ServiceSource surviving the Merger, and ServiceSource will become a wholly-owned subsidiary of Parent. You will also be asked to consider and vote on (i) a non-binding, advisory proposal to approve compensation that will or may become payable by ServiceSource to its named executive officers in connection with the Merger (the “Non-Binding Compensation Proposal”) and (ii) a proposal to approve the adjournment of the Special Meeting, from time to time, to a later date or dates if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve the Merger Proposal at the time of the Special Meeting (the “Adjournment Proposal”).

If the Merger contemplated by the Merger Agreement is completed, you will be entitled to receive $1.50 in cash, without interest and subject to any applicable withholding taxes, for each share of ServiceSource’s common stock, par value $0.0001 per share (“ServiceSource Common Stock”) (unless you have properly exercised your appraisal rights with respect to such shares). This amount constitutes a premium of 47.1% over the unaffected closing stock price of ServiceSource Common Stock on May 6, 2022, the last trading day prior to the announcement of the Merger Agreement.

On May 6, 2022, ServiceSource’s board of directors (the “Board”), after considering various factors, including those described in the accompanying Proxy Statement (the “Proxy Statement”), and after consultation with ServiceSource’s independent legal and financial advisors, unanimously determined that the Merger and the other transactions contemplated by the Merger Agreement are fair to, advisable, and in the best interests of ServiceSource and its stockholders and adopted and approved the Merger Agreement, the Merger, and the other transactions contemplated thereby. Subject to the terms of the Merger Agreement, the Board also unanimously resolved to recommend the adoption of the Merger Agreement by ServiceSource’s stockholders.

The Board unanimously recommends that you vote:

“FOR” the Merger Proposal,

“FOR” the Non-Binding Compensation Proposal, and

“FOR” the Adjournment Proposal.

The enclosed Proxy Statement provides detailed information about the Special Meeting, the Merger Agreement and the Merger. A copy of the Merger Agreement is attached as Annex A to the Proxy Statement. The Proxy Statement also describes the actions and determinations of the Board in connection with its evaluation of the Merger Agreement and the Merger. You are encouraged to read the Proxy Statement and its annexes, including the Merger Agreement, carefully and in their entirety. You may also obtain more information about ServiceSource from documents we file with the U.S. Securities and Exchange Commission (the “SEC”) from time to time.

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We appreciate you taking the time to vote promptly. After reading the Proxy Statement, please vote at your earliest convenience by voting over the internet using the internet address on the proxy card or by voting by telephone using the toll-free number on the proxy card. If you do not have access to a touch-tone phone or the Internet, you may alternatively vote by signing, dating and returning the enclosed proxy card in the enclosed postage-paid envelope. Only your last-dated proxy will be counted, and any proxy may be revoked at any time prior to its exercise at the Special Meeting. If your shares are held in street name through a broker, bank or other nominee, you are considered the beneficial owner of those shares. As the beneficial owner, you have the right to direct your broker, bank or other nominee how to vote your shares. Without your voting instructions, because of the non-routine nature of the proposals, your broker, bank or other nominee may not vote your shares with respect to any of the proposals. We encourage you to instruct your broker, bank or other nominee to vote your shares “FOR” all of the proposals set forth in the Proxy Statement by following the directions on the enclosed voting instruction form to provide your instructions over the internet, by telephone or by signing, dating and returning the voting instruction form in the postage-paid envelope provided.

Your vote is very important, regardless of the number of shares that you own. We cannot consummate the Merger unless the Merger Proposal is approved by the affirmative vote of a majority of the outstanding shares of ServiceSource Common Stock entitled to vote thereon. In addition, the Merger Agreement makes the approval by the stockholders of ServiceSource (“ServiceSource stockholders”) of the Merger Proposal a condition to the parties’ obligations to consummate the Merger. The failure of any stockholder to grant a proxy electronically over the internet or by telephone, to submit a signed proxy card, or to vote by virtual ballot at the Special Meeting in virtual meeting format will have the same effect as a vote “AGAINST” the proposal to adopt the Merger Agreement, will not have any effect on the Non-Binding Compensation Proposal or the Adjournment Proposal, and such stockholder’s shares will not be counted for purposes of determining whether a quorum is present for the transaction of business at the Special Meeting. Broker non-votes will not be considered present for the purposes of establishing a quorum and will not count as votes cast at the Special Meeting. Broker non-votes will have the same effect as votes “AGAINST” the Merger Proposal but will have no effect on the Non-Binding Compensation Proposal or the Adjournment Proposal and otherwise will have no effect on a particular proposal.

If you have any questions about the Proxy Statement, the Special Meeting, the Merger Agreement or the Merger or need assistance with voting procedures, please contact Morrow Sodali LLC, our proxy solicitor, by calling (800) 662-5200 (TOLL FREE from the U.S. and Canada) or +1 (203) 658-9400 (from other locations) or by email to SREV@info.morrowsodali.com.

On behalf of the Board, I thank you for your support and appreciate your consideration of this matter.

Sincerely,

Gary B. Moore
Chief Executive Officer and Chairman

The accompanying Proxy Statement is dated June 17, 2022 and, together with the enclosed form of proxy card, is first being sent to ServiceSource stockholders on or about June 17, 2022.

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NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

	DATE:			July 20, 2022
	TIME:			9:00 a.m., Mountain Time
	PLACE:			Special meeting (the “Special Meeting”) of ServiceSource International, Inc. (“ServiceSource”) to be held live via the internet — please visit www.proxydocs.com/SREV for more details. To attend the special meeting, you must register in advance at www.proxydocs.com/SREV prior to the deadline of July 19, 2022 at 9:00 a.m., Mountain Time. Upon completing your registration, you will receive further instructions via email, including a unique link that will allow you to access the meeting and you will have the ability to submit questions. Please be sure to follow the instructions found on your proxy card and/or voting instruction card and subsequent instructions that will be delivered to you via email.
	RECORD DATE:			June 13, 2022

ITEMS OF BUSINESS:

To consider and vote on a proposal to adopt the Agreement and Plan of Merger, dated as of May 6, 2022, by and among Concentrix Corporation (“Parent”), Concentrix Merger Sub Inc., a direct, wholly-owned subsidiary of Parent (“Acquisition Sub”), and ServiceSource (as it may be amended from time to time, the “Merger Agreement”), a copy of which is attached as Annex A to the proxy statement (the “Proxy Statement”) accompanying this notice (the “Merger Proposal”);

To consider and vote on a non-binding, advisory proposal to approve compensation that will or may become payable by ServiceSource to its named executive officers in connection with the Merger (the “Non-Binding Compensation Proposal”);

To approve the adjournment of the Special Meeting, from time to time, to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve the Merger Proposal at the time of the Special Meeting (the “Adjournment Proposal”); and

To transact any other business that may properly come before the Special Meeting.

The affirmative vote of a majority of the outstanding shares of ServiceSource common stock entitled to vote thereon is required to approve the Merger Proposal. The affirmative vote of the holders of a majority in voting power of the ServiceSource common stock entitled to vote thereon, which are present or represented by proxy, at the Special Meeting, provided a quorum is present, is required to approve the Non-Binding Compensation Proposal and the Adjournment Proposal. The failure of any stockholder of record to grant a proxy electronically over the internet or by telephone, submit a signed proxy card, or to vote by ballot at the Special Meeting will have the same effect as a vote “AGAINST” the Merger Proposal and will not have any effect on the Non-Binding Compensation Proposal or the Adjournment Proposal. Abstentions will be counted as votes “AGAINST” the Merger Proposal, the Non-Binding Compensation Proposal and the Adjournment Proposal. Because each of the proposals presented to stockholders will be considered non-discretionary, brokers, banks and other nominees will not have discretionary authority to vote on any of the three proposals and there will be no broker non-votes. Broker non-votes will have the same effect as votes “AGAINST” the Merger Proposal but will have no effect on the Non-Binding Compensation Proposal or the Adjournment Proposal and otherwise will have no effect on a particular proposal.

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period of no less than ten (10) days before the Special Meeting. To access the list during the Special Meeting, please use the virtual meeting website link set forth in the accompanying Proxy Statement.

ServiceSource stockholders who do not vote in favor of the Merger Proposal will have the right to seek appraisal of the fair value of their shares of ServiceSource common stock (exclusive of any elements of value arising from the accomplishment or expectation of the merger and together with interest to be paid on the amount determined to be “fair value”) if they deliver a demand for appraisal before the vote is taken on the Merger Agreement and comply with all the requirements of Delaware law, which are summarized in the Proxy Statement accompanying this notice and reproduced in their entirety in Annex C to the accompanying Proxy Statement.

ServiceSource’s board of directors (the “Board”) unanimously recommends that you vote “FOR” the Merger Proposal, “FOR” the Non-Binding Compensation Proposal, and “FOR” the Adjournment Proposal. In considering the recommendation of the Board, ServiceSource stockholders should be aware that its executive officers and members of the Board may have agreements and arrangements in place that provide them with interests in the Merger that may be different from, or in addition to, those of ServiceSource. See the section entitled “The Merger — Interests of the Directors and Executive Officers of ServiceSource in the Merger” beginning on page 59 of this Proxy Statement.

Our Notice of Special Meeting and Proxy Statement are available for viewing under the “Investor Relations” section of our website at https://ir.servicesource.com/.

By order of the board of directors,

Gary B. Moore
Chief Executive Officer and Chairman

Denver, Colorado
June 17, 2022

IMPORTANT

Your vote is extremely important. Whether or not you plan to virtually attend the Special Meeting and regardless of the number of shares you own, we urge you to vote promptly “FOR” all of the proposals.

If you have any questions about submitting your proxy card or otherwise require assistance, please contact:

Morrow Sodali LLC
509 Madison Avenue
New York, NY 10022

Email: SREV@info.morrowsodali.com
Call toll-free at (800) 662-5200 (in North America)
or +1 (203) 658-9400 (outside of North America)

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SUMMARY

This summary highlights selected information from this proxy statement (this “Proxy Statement”) related to the merger (the “Merger”) of Concentrix Merger Sub Inc. (“Acquisition Sub”) with and into ServiceSource and may not contain all of the information that is important to you. To understand the Merger more fully and for a more complete description of the legal terms of the Merger, you should carefully read this entire Proxy Statement, the annexes to this Proxy Statement and the documents we refer to in this Proxy Statement. You may obtain the information incorporated by reference in this Proxy Statement without charge by following the instructions in the section entitled “Where You Can Find More Information” beginning on page 96 of this Proxy Statement. The Merger Agreement (as defined below) is attached as Annex A to this Proxy Statement. You are encouraged to read the Merger Agreement, which is the legal document that governs the Merger.

Except as otherwise specifically noted in this Proxy Statement, “ServiceSource,” the “Company,” “we,” “our,” “us” and similar words in this Proxy Statement refer to ServiceSource International, Inc., including, in certain cases, our subsidiaries. Throughout this Proxy Statement we refer to Concentrix Corporation as “Parent” and Concentrix Merger Sub Inc. as “Acquisition Sub.” In addition, throughout this Proxy Statement we refer to the Agreement and Plan of Merger, dated as of May 6, 2022, as it may be amended from time to time, by and among ServiceSource, Parent and Acquisition Sub as the “Merger Agreement.”

The Special Meeting

Date, Time and Place

The special meeting of ServiceSource stockholders (the “Special Meeting”) will be held on July 20, 2022, at 9:00 a.m., Mountain Time. In light of continuing public health concerns regarding the coronavirus (COVID-19) and to prioritize the well-being of our employees, stockholders and other community members, ServiceSource will hold the Special Meeting in a virtual meeting format only on the virtual meeting website at www.proxydocs.com/SREV (the “virtual meeting website”). You will not be able to attend the Special Meeting physically in person.

Record Date; Shares Entitled to Vote

You are entitled to vote at the Special Meeting if you owned shares of common stock of ServiceSource, par value $0.0001 per share (“ServiceSource Common Stock”), at the close of business on June 13, 2022, the record date for the Special Meeting (the “Record Date”). You will have one vote at the Special Meeting for each share of ServiceSource Common Stock you owned at the close of business on the Record Date.

Purpose

At the Special Meeting, we will ask ServiceSource stockholders of record as of the Record Date to vote on proposals (i) to adopt the Merger Agreement (the “Merger Proposal”), (ii) to approve, by non-binding, advisory vote, compensation that will or may become payable by ServiceSource to its named executive officers in connection with the Merger (the “Non-Binding Compensation Proposal”), and (iii) to approve the adjournment of the Special Meeting, from time to time, to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to approve the Merger Proposal at the time of the Special Meeting (the “Adjournment Proposal” and together with the Merger Proposal and the Non-Binding Compensation Proposal, the “Special Meeting Proposals”).

Quorum

As of the Record Date, there were approximately 100,261,386 shares of ServiceSource Common Stock outstanding and entitled to be voted at the Special Meeting. The holders of a majority in voting power of

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the outstanding shares of ServiceSource Common Stock, present or represented by proxy, will constitute a quorum at the Special Meeting. As a result, 50,130,694 shares must be represented by proxy or by stockholders present and entitled to vote at the Special Meeting to have a quorum.

Required Vote

The proposals to be voted on at the Special Meeting require the following votes:

•

The affirmative vote of a majority of the outstanding shares of ServiceSource common stock entitled to vote thereon as of the Record Date is required to approve the Merger Proposal.

•

The affirmative vote of the holders of a majority in voting power of the ServiceSource Common Stock entitled to vote thereon as of the Record Date, which are present or represented by proxy, at the Special Meeting, provided a quorum is present, is required to approve the Non-Binding Compensation Proposal.

•

The failure of any stockholder of record to grant a proxy electronically over the internet or by telephone, submit a signed proxy card, or to vote by ballot at the Special Meeting will have the same effect as a vote “AGAINST” the Merger Proposal and will not have any effect on the Non-Binding Compensation Proposal and the Adjournment Proposal. Abstentions will be counted as votes “AGAINST” the Merger Proposal, the Non-Binding Compensation Proposal and the Adjournment Proposal. Because each of the proposals presented to stockholders will be considered non-discretionary, brokers, banks and other nominees will not have discretionary authority to vote on any of the three proposals and there will be no broker non-votes. Broker non-votes will have the same effect as votes “AGAINST” the Merger Proposal but will have no effect on the Non-Binding Compensation Proposal or the Adjournment Proposal and otherwise will have no effect on a particular proposal.

Share Ownership of ServiceSource’s Directors and Executive Officers

As of June 13, 2022, the Record Date, ServiceSource’s directors and executive officers beneficially owned and were entitled to vote, in the aggregate, 2,754,547 shares of ServiceSource Common Stock, representing approximately 2.7% of the outstanding shares of ServiceSource Common Stock (and approximately 4.0% of the outstanding shares of ServiceSource Common Stock when taking into account the Options held, in the aggregate, by ServiceSource’s directors and executive officers). We expect that ServiceSource’s directors and executive officers will beneficially own and be entitled to vote a similar figure at the close of business on the date of the Special Meeting. On May 6, 2022, in connection with the execution of the Merger Agreement, Parent entered into a voting agreement with each of ServiceSource’s directors and executive officers (see “Voting Agreement” section in this Summary).

Voting Agreements

On May 6, 2022, in connection with the execution of the Merger Agreement, Parent entered into voting agreements with each of (i) Edenbrook Long Only Value Fund, LP and Edenbrook Value Fund, LP (collectively, “Edenbrook”), Strategos Fund, L.P. and Strategos Master Fund, L.P. (collectively, “Archon”), and (iii) Gary B. Moore, Chad W. Lyne, Michael D. Naughton, Richard G. Walker, John R. Ferron, John R. Harris, Andrew M. Baker, John A. Meyer, and Jane Okun Bomba, who together with Edenbrook and Archon beneficially owned approximately 33.5% of the outstanding voting power of the ServiceSource Common Stock on such date (collectively, the “Voting Agreements” and each a “Voting Agreement”).

Each Voting Agreement requires, subject to the terms and conditions thereof, that the ServiceSource stockholders party thereto vote or cause to be voted all ServiceSource Common Stock owned by such stockholders in favor of the Merger Proposal.

How You Can Vote

Any ServiceSource stockholder of record as of the Record Date entitled to vote at the Special Meeting may vote in any of the following four (4) ways:

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By voting over the internet using the website indicated on the enclosed proxy card;

By telephone using the toll-free number on the enclosed proxy card;

By signing, dating and returning the enclosed proxy card in the postage-paid envelope provided; or

By attending the Special Meeting in a virtual format and voting by virtual ballot.

If your shares of ServiceSource Common Stock are held in street name and you do not instruct your broker, bank or other nominee how to vote your shares, then, because the Special Meeting Proposals are “non-routine matters,” your broker, bank or other nominee would not have discretionary authority to vote your shares on the Special Meeting Proposals. If your shares of ServiceSource Common Stock are held in street name, your broker, bank or other nominee has enclosed a voting instruction form with this Proxy Statement. We encourage you to authorize your broker, bank or other nominee to vote your shares “FOR” the Special Meeting Proposals by following the instructions provided on the voting instruction form.

YOUR VOTE IS VERY IMPORTANT. Please submit your proxy via the internet or by telephone by following the instructions on the enclosed proxy card. If you do not have access to a touch-tone phone or the Internet, you may alternatively vote by signing, dating and returning the enclosed proxy card in the postage-paid envelope provided — even if you plan to attend the Special Meeting. If you properly and timely submit your proxy, the individuals named as your proxy holders will vote your shares as you have directed.

All shares entitled to vote and represented by properly submitted proxies (including those submitted via the internet, by telephone and by mail) received before the polls are closed at the Special Meeting, and not revoked or superseded, will be voted at the Special Meeting in accordance with the instructions indicated on those proxies. If no direction is indicated on a proxy card, such shares will be voted by the proxy holders named on the enclosed proxy card according to the recommendation of ServiceSource’s board of directors (the “Board”) “FOR” the Special Meeting Proposals.

Parties Involved in the Merger (page 36)

ServiceSource International, Inc.

ServiceSource is a global outsourced go-to-market services provider that accelerates B2B digital sales and customer success transformation. Our expert sales professionals, data-powered insights and proven methodologies scale and reimagine customer journey experiences (CJX®) into profitable business outcomes. Backed by more than 20 years of experience, ServiceSource drives billions of dollars in client value annually, conducting commerce in 45 languages and 175 countries.

ServiceSource Common Stock is currently listed on the NASDAQ Stock Market LLC (“NASDAQ”) under the symbol “SREV”.

Concentrix Corporation

Parent is a leading global provider of customer experience (CX) solutions and technology, improving business performance for some of the world’s best brands including over 100 Fortune Global 500 clients and over 125 new economy clients. Every day, from more than 40 countries and across 6 continents, Parent’s staff delivers next generation customer experience and helps companies better connect with their customers. Parent creates better business outcomes and helps differentiate its clients by reimagining everything CX through Strategy + Talent + Technology. Parent provides services to clients in Parent’s key industry verticals: technology & consumer electronics; retail, travel & ecommerce; banking, financial services & insurance; healthcare; communications & media; automotive; and energy & public sector.

The common stock of Parent is currently listed on NASDAQ under the symbol “CNXC.”

Concentrix Merger Sub Inc.

Acquisition Sub is a Delaware corporation and a direct, wholly-owned subsidiary of Parent, formed on April 20, 2022 solely for the purpose of engaging in the transactions contemplated by the Merger Agreement,

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including the Merger. Acquisition Sub has not conducted any business operations except in furtherance of this purpose and activities incident to its formation. Upon the consummation of the Merger, Acquisition Sub will cease to exist.

Effect of the Merger (page 37)

The Merger Agreement provides that, upon the terms and subject to the conditions of the Merger Agreement, and in accordance with the General Corporation Law of the State of Delaware (“DGCL”), at the effective time of the Merger (the “Effective Time”), Acquisition Sub shall be merged with and into ServiceSource, whereupon the separate existence of Acquisition Sub shall cease, and ServiceSource shall continue under the name “Concentrix ServiceSource Inc.” as the surviving corporation (the “Surviving Corporation”) and shall continue to be governed by the laws of Delaware. As a result of the Merger, the Surviving Corporation will become a wholly-owned subsidiary of Parent and ServiceSource Common Stock will no longer be publicly traded. In addition, ServiceSource Common Stock will be delisted from NASDAQ and deregistered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in each case, in accordance with applicable laws, rules and regulations, and ServiceSource will no longer file periodic reports with the U.S. Securities and Exchange Commission (the “SEC”) on account of ServiceSource Common Stock. If the Merger is consummated, you will not own any shares of capital stock of the Surviving Corporation.

The Effective Time will occur upon the filing of a certificate of merger with the Secretary of State of the State of Delaware (or at such later time as ServiceSource and Parent may agree and specify in the certificate of merger).

Effect on ServiceSource if the Merger is Not Consummated (page 37)

If the Merger Proposal is not approved by ServiceSource stockholders or if the Merger is not consummated for any other reason, ServiceSource stockholders will not receive any payment for their shares of ServiceSource Common Stock in connection with the Merger. Instead, ServiceSource will remain an independent public company, the ServiceSource Common Stock will continue to be listed and traded on NASDAQ and registered under the Exchange Act, and we will continue to file periodic reports with the SEC on account of ServiceSource Common Stock. Under certain specified circumstances, ServiceSource may be required to pay Parent a termination fee, or pay Parent’s expenses, as described in the sections entitled “Terms of the Merger Agreement — ServiceSource Expense Payment” and “Terms of the Merger Agreement — Termination Fee” beginning on pages 84 and 85, respectively, of this Proxy Statement.

Merger Consideration (page 37)

Upon the consummation of the Merger, each share of ServiceSource Common Stock issued and outstanding immediately prior to the Effective Time (other than (i) shares held by ServiceSource or any subsidiary of ServiceSource (including shares held as treasury stock), (ii) shares held, directly or indirectly, by Parent or Acquisition Sub, which will be cancelled and retired for no consideration, and (iii) any shares owned by stockholders who are entitled to and have properly exercised and perfected their demands for appraisal rights under Delaware law (the “Dissenting Shares”)) will be converted into the right to receive $1.50 in cash, without interest (the “Merger Consideration”).

Recommendation of the Board and Reasons for the Merger (page 46)

On May 6, 2022, the Board, after considering various factors, including those described in the section entitled “The Merger — Recommendation of the Board and Reasons for the Merger” beginning on page 46 of this Proxy Statement, and after consultation with ServiceSource’s independent legal and financial advisors, unanimously (i) adopted and approved the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, (ii) determined that the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement are fair to, advisable and in the best interests of ServiceSource and its stockholders and (iii) resolved to unanimously recommend that the stockholders of ServiceSource vote in favor of the approval of the Merger, the Merger Agreement and the transactions contemplated thereby and the adoption of the Merger Agreement.

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The Board unanimously recommends that you vote (i) “FOR” the Merger Proposal, (ii) “FOR” the Non-Binding Compensation Proposal, and (iii) “FOR” the Adjournment Proposal.

Opinion of ServiceSource’s Financial Advisor (page 50)

ServiceSource retained Centerview Partners LLC, which is referred to in this Proxy Statement as “Centerview,” as financial advisor to the Board of Directors of ServiceSource in connection with the proposed Merger and the other transactions contemplated by the Merger Agreement, which are collectively referred to as the “Transaction” throughout this section and the summary of Centerview’s opinion below under the section “Proposal 1: Adoption of the Merger Agreement — The Merger — Opinion of ServiceSource’s Financial Advisor”. In connection with this engagement, the Board of Directors of ServiceSource requested that Centerview evaluate the fairness, from a financial point of view, to the holders of ServiceSource Common Stock (other than (i) holders of ServiceSource Common Stock owned or held by ServiceSource or any subsidiary of ServiceSource (including shares held as treasury stock) or held, directly or indirectly, by Parent or Acquisition Sub or any of their wholly owned subsidiaries immediately prior to the Effective Time and (ii) ServiceSource Common Stock issued and outstanding immediately prior to the Effective Time and held by a holder who is entitled to, and has properly exercised and perfected his, her or its demand for, appraisal rights under Section 262 of the Delaware General Corporate Law, which are collectively referred to as the “Excluded Shares” throughout this section and the summary of Centerview’s opinion below under the section “Proposal 1: Adoption of the Merger Agreement — The Merger — Opinion of ServiceSource’s Financial Advisor”) of the Merger Consideration proposed to be paid to such holders pursuant to the Merger Agreement. On May 6, 2022, Centerview rendered to the Board of Directors of ServiceSource its oral opinion, which was subsequently confirmed by delivery of a written opinion dated May 9, 2022, that, as of such date and based upon and subject to the various assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by Centerview in preparing its opinion, the Merger Consideration proposed to be paid to the holders of ServiceSource Common Stock (other than Excluded Shares) pursuant to the Merger Agreement was fair, from a financial point of view, to such holders.

The full text of Centerview’s written opinion, dated May 9, 2022, which describes the various assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by Centerview in preparing its opinion, is attached as Annex B and is incorporated herein by reference. Centerview’s financial advisory services and opinion were provided for the information and assistance of the Board of Directors of ServiceSource (in their capacity as directors and not in any other capacity) in connection with and for purposes of its consideration of the Transaction and Centerview’s opinion addressed only the fairness, from a financial point of view, as of the date thereof, to the holders of ServiceSource Common Stock (other than Excluded Shares) of the Merger Consideration to be paid to such holders pursuant to the Merger Agreement. Centerview’s opinion did not address any other term or aspect of the Merger Agreement or the Transaction and does not constitute a recommendation to any stockholder of ServiceSource or any other person as to how such stockholder or other person should vote with respect to the Merger or otherwise act with respect to the Transaction or any other matter.

The full text of Centerview’s written opinion should be read carefully in its entirety for a description of the assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by Centerview in preparing its opinion.

Interests of the Directors and Executive Officers of ServiceSource in the Merger (page 59)

When considering the recommendation of the Board that you vote to approve the proposal to adopt the Merger Agreement, you should be aware that ServiceSource’s directors and executive officers may have interests in the Merger that are different from, or in addition to, your interests as a stockholder. The Board was aware of and considered these interests to the extent such interests existed at the time, among other matters, in evaluating and negotiating the Merger Agreement, in approving the Merger Agreement and the Merger and in recommending that the Merger Agreement be adopted by ServiceSource stockholders. These interests include, but are not limited to, the following:

•

the accelerated vesting upon the Effective Time of unvested options to purchase shares of ServiceSource Common Stock (the “Options”);

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•

the accelerated vesting upon the Effective Time of time-based restricted stock units (the “RSUs”) and earned performance-based restricted stock units (the “PSUs”) held by our directors;

•

the accelerated vesting, upon certain terminations of our executive officers following the Effective Time, of RSUs and PSUs that have been converted into cash awards pursuant to the Merger Agreement;

•

the payment of cash severance and the provision of other severance benefits to executive officers in the event of an involuntary termination following the Effective Time;

•

the possibility of ServiceSource’s executive officers entering into compensatory arrangements with Parent or its affiliates prior to or following the closing of the Merger; and

•

continued indemnification and directors’ and officers’ liability insurance to be provided by the Surviving Corporation.

See the section entitled “The Merger — Interests of the Directors and Executive Officers of ServiceSource in the Merger” beginning on page 59 of this Proxy Statement for a more detailed description of these interests.

If the Merger Proposal is approved by ServiceSource stockholders, the shares of ServiceSource Common Stock held by ServiceSource’s directors and executive officers will be treated in the same manner as outstanding shares of ServiceSource Common Stock held by all other ServiceSource stockholders entitled to receive the Merger Consideration.

Treatment of ServiceSource Equity Awards (page 59)

The Merger Agreement provides that ServiceSource’s equity awards that are outstanding immediately prior to the Effective Time will be subject to the following treatment as of the Effective Time:

Options

Each Option, whether or not vested, that is outstanding immediately prior to the Effective Time will automatically and without any required action on the part of the holder thereof, vest (if unvested) and if not exercised by the holder thereof as of the Effective Time (after notice and a reasonable period to elect the exercise of such Option) shall be cancelled and, if the exercise price per share of ServiceSource Common Stock is less than the Merger Consideration, be converted into the right to receive an amount in cash, without interest, equal to the product of (i) the excess, if any, of (a) the Merger Consideration over (b) the per-share exercise price for such Option multiplied by (ii) the total number of shares of ServiceSource Common Stock underlying such Option; provided that if the exercise price per share of ServiceSource Common Stock of such Option is equal to or greater than the Merger Consideration, such Option if not exercised shall be cancelled without any cash payment or other consideration being made in respect thereof.

RSUs

Each then-outstanding RSU will, automatically and without any required action on the part of the holder thereof, be assumed by Parent and converted into a right to receive cash (each a “Converted RSU”). Each Converted RSU will continue to have and be subject to substantially the same terms and conditions as were applicable to such RSU immediately before the Effective Time, except that each Converted RSU shall represent the right to receive an amount in cash, without interest, equal to the product of (i) the total number of shares of ServiceSource Common Stock underlying such RSU, multiplied by (ii) the Merger Consideration plus any dividend equivalent amounts accrued with respect to such RSU (the “RSU Consideration”), which amounts shall be payable at the same time as under the terms and conditions of the RSU, and subject to substantially the same vesting terms and conditions as applied to the RSU immediately before the Effective Time (adjusted for any right to accelerated vesting that may apply after the Effective Time under any ServiceSource equity plan, equity award agreement or Company severance plan that may be applicable). Notwithstanding the foregoing, each RSU held immediately prior to the Effective Time by an individual (whether an employee, non-employee director, or independent contractor) who is not expected to be a Continuing Employee (as such term is defined in the Merger Agreement) shall, automatically and

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without any required action on the part of the holder thereof, vest (if unvested) and be cancelled and converted into the right to receive an amount in cash, without interest, equal to the RSU Consideration.

PSUs

Each then-outstanding PSU, whether vested or unvested, will, automatically and without any required action on the part of the holder thereof, be assumed by Parent and converted into a right to receive cash, as described in the Merger Agreement (each a “Converted PSU”). Each Converted PSU shall continue to have and be subject to substantially the same terms and conditions as were applicable to such PSU immediately before the Effective Time (aside from terms related to performance vesting that shall no longer be applicable following the Effective Time) except that each Converted PSU shall represent the right to receive an amount in cash, without interest, equal to the product of (i) the total number of shares of ServiceSource Common Stock earned under such PSU, with performance measured in accordance with the terms of the applicable governing documents (e.g. based on the attainment of the applicable performance metrics through the Closing Date), as determined by the board of directors of ServiceSource or a committee thereof after consultation with Parent prior to the Effective Time, multiplied by (ii) the Merger Consideration, plus any dividend equivalent amounts accrued with respect to such PSU (the “PSU Consideration”), which amounts shall be payable at the same time as under the terms and conditions of the PSU, and subject to substantially the same time-vesting terms and conditions as applied to the PSU immediately before the Effective Time (adjusted for any right to accelerated vesting that may apply after the Effective Time under any ServiceSource equity plan, equity award agreement or Company severance plan currently in effect). Notwithstanding the foregoing, each PSU held immediately prior to the Effective Time by an individual (whether an employee, non-employee director, or independent contractor) who is not expected to be a Continuing Employee (as such term is defined in the Merger Agreement) shall, automatically and without any required action on the part of the holder thereof, vest (if unvested) and be cancelled and converted into the right to receive an amount in cash, without interest, equal to the PSU Consideration.

U.S. Federal Income Tax Consequences of the Merger (page 63)

For U.S. federal income tax purposes, the receipt of cash by a U.S. Holder (as defined in the section entitled “The Merger — U.S. Federal Income Tax Consequences of the Merger” beginning on page 63 of this Proxy Statement) in exchange for such U.S. Holder’s shares of ServiceSource Common Stock pursuant to the Merger will generally result in the recognition of gain or loss in an amount equal to the difference, if any, between the cash such U.S. Holder receives in the Merger (determined before deduction of any applicable withholding taxes) and such U.S. Holder’s adjusted tax basis in the shares of ServiceSource Common Stock surrendered in the Merger.

If you are a Non-U.S. Holder (as defined in the section entitled “The Merger — U.S. Federal Income Tax Consequences of the Merger” beginning on page 63 of this Proxy Statement), you generally will not be subject to U.S. federal income tax with respect to the exchange of shares of ServiceSource Common Stock pursuant to the Merger unless you have certain connections with the United States, but you may be subject to U.S. backup withholding tax unless you comply with certain certification procedures or otherwise establish a valid exemption from U.S. backup withholding taxes.

For a more complete description of the U.S. federal income tax consequences of the Merger, see the section entitled “The Merger — U.S. Federal Income Tax Consequences of the Merger” beginning on page 63 of this Proxy Statement.

ServiceSource stockholders should consult their own tax advisors concerning the U.S. federal tax consequences relating to the Merger in light of their particular circumstances and any consequences arising under the laws of any state, local or foreign taxing jurisdiction.

Regulatory Approvals Required for the Merger (page 65)

Under the Merger Agreement, the Merger cannot be consummated until the applicable waiting period (or any extensions thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), has expired or been terminated. ServiceSource and Parent made the filings required under the HSR Act on May 11, 2022. At any time before or after the expiration of the statutory waiting

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periods under the HSR Act, the United States Federal Trade Commission (“FTC”) or the Antitrust Division of the United States Department of Justice (“Antitrust Division”) may take action under the antitrust laws, including seeking to enjoin the completion of the Merger, to rescind the Merger or to conditionally permit completion of the Merger subject to regulatory conditions or other remedies. In addition, non-U.S. regulatory bodies and 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. There can be no assurance that regulatory authorities will not impose conditions on the completion of the merger or require changes to the terms of the transaction. 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.

Legal Proceedings Regarding the Merger (page 66)

On June 6, 2022, a purported stockholder of ServiceSource, Shiva Stein, filed a putative class action lawsuit against the members of the Board and ServiceSource in the United States District Court for the Southern District of New York, captioned Shiva Stein v. ServiceSource International, Inc. et al., Case No. 22CV04717 (which we refer to as the “Stein lawsuit”). On June 9, 2022, a purported stockholder of ServiceSource, Stephen Debien, filed a putative class action lawsuit against the members of the Board and ServiceSource in the United States District Court for the District of Colorado, captioned Stephen Debien v. ServiceSource International, Inc. et al., Case No. 22CV1452 (which we refer to as the “Debien lawsuit”). On June 10, 2022, a purported stockholder of ServiceSource, Maurice Cline, filed a putative class action lawsuit against the members of the Board and ServiceSource in the United States District Court for the District of Colorado, captioned Maurice Cline v. ServiceSource International, Inc. et al., Case No. 22CV01464 (which we refer to as the “Cline lawsuit” and together with the Stein lawsuit and the Debien lawsuit, collectively the “Lawsuits”). The plaintiffs in the Lawsuits generally claim that the defendants disseminated an incomplete or misleading preliminary proxy statement regarding the proposed Merger in violation of Section 14(a) and Section 20(a) of the Exchange Act and / or Rule 14a-9 promulgated under the Exchange Act. The plaintiffs seek, among other things, injunctive relief to prevent consummation of the Merger until the alleged disclosure violations are cured, damages in the event the Merger is consummated, and an award of attorney’s and expert fees and expenses.

ServiceSource believes that the Lawsuits are without merit and ServiceSource and the individual defendants intend to defend against the Lawsuits; however, ServiceSource cannot predict the amount of time and expense that will be required to resolve the Lawsuits, nor the outcomes thereof.

The outcome of any pending or future litigation is uncertain. Such litigation, if not resolved, could prevent or delay consummation of the Merger and result in substantial costs to ServiceSource, including any costs associated with the indemnification of directors and officers. One of the conditions to the consummation of the Merger is that no governmental authority (i) of competent jurisdiction in any jurisdiction in which ServiceSource, Parent or any of their respective affiliates have material business operations shall have enacted, issued, promulgated, enforced or entered any law or order which is then in effect and has the effect of restraining, enjoining, rendering illegal or otherwise prohibiting consummation of the Merger or (ii) of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any law or order which is then in effect and has the effect of restraining, enjoining, rendering illegal or otherwise prohibiting consummation of the Merger if the effect of violating such law or order would impose, or would reasonably be expected to impose, criminal penalties upon Parent, Acquisition Sub or ServiceSource or any of its subsidiaries. Therefore, if a plaintiff were successful in obtaining an injunction prohibiting the consummation of the Merger on the agreed-upon terms, then such injunction may prevent the Merger from being consummated, or from being consummated within the expected time frame.

Restrictions on Solicitations of Other Offers (page 74)

For purposes of this Proxy Statement, each of “Competing Proposal” and “Superior Proposal” is defined in the section entitled “Terms of the Merger Agreement — Restrictions on Solicitations of Other Offers” beginning on page 74 of this Proxy Statement.

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In the Merger Agreement, ServiceSource agreed that, subject to certain exceptions, ServiceSource will not, and will cause its subsidiaries and its and their respective directors and officers not to, and will instruct and use its reasonable best efforts to cause its other representatives not to, directly or indirectly, (i) initiate, solicit, propose, knowingly facilitate or knowingly encourage the making of any Competing Proposal or any inquiry or proposal that constitutes or would reasonably be expected to lead to a Competing Proposal; (ii) participate or engage in negotiations or discussions with, or furnish any nonpublic information to, any person relating to a Competing Proposal or any inquiry, proposal or request that constitutes or would reasonably be expected to lead to a Competing Proposal; (iii) grant access to the properties, books, records or personnel of ServiceSource or its subsidiaries to any person relating to any Competing Proposal or any inquiry or proposal that constitutes or would reasonably be expected to lead to a Competing Proposal; or (iv) grant any waiver, amendment or release of any third party under any standstill or confidentiality agreement; provided that, notwithstanding the foregoing, if the Board determines in good faith (after consultation with its outside legal counsel and financial advisors) that the failure to take such action would be inconsistent with the directors’ fiduciary duties under applicable law, ServiceSource shall be permitted to grant a waiver of or terminate (to the extent not automatically waived or terminated upon the announcement of, or entry into, the Merger Agreement) any “standstill” or similar obligation of any third party with respect to ServiceSource or any of its Subsidiaries solely to the extent necessary to allow such third party to make a Competing Proposal.

Alternative Acquisition Agreements (page 76)

Except as described in the following paragraph, under the terms of the Merger Agreement, neither the Board nor any committee thereof may approve or recommend, or allow ServiceSource or any of its subsidiaries to approve, endorse, recommend, or execute or enter into any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement or other similar agreement or contract relating to, a Competing Proposal or any proposal or offer that constitutes or would reasonably be expected to lead to a Competing Proposal (other than an Acceptable Confidentiality Agreement (as such term is defined in the Merger Agreement) in accordance with the Merger Agreement) (any such letter of intent, memorandum of understanding, agreement or Contract, an “Alternative Acquisition Agreement”), or resolve or publicly propose to take any of the actions or do any of the other things previously described herein.

Under the Merger Agreement, under certain circumstances and subject to certain requirements described in the section entitled “Terms of the Merger Agreement — Alternative Acquisition Agreements” beginning on page 76 of this Proxy Statement, the Board is entitled to enter into an agreement with respect to a Competing Proposal (concurrently with the termination of the Merger Agreement and subject to the payment of a $5.73 million termination fee by ServiceSource) prior to obtaining the affirmative vote of a majority of the outstanding shares of ServiceSource Common Stock entitled to vote in favor of the Merger Proposal (the “ServiceSource Stockholder Approval”), if ServiceSource first provides Parent with notice of the Board’s intent to do so, then, if requested by Parent, ServiceSource and its representatives negotiate with Parent and its representatives in good faith over a four business day period, and then the Board determines in good faith (after consultation with its outside legal counsel and financial advisors) that such Competing Proposal, taking into account any changes to the terms of the Merger Agreement proposed by Parent during such negotiations, constitutes a Superior Proposal and (after consultation with its outside legal counsel and financial advisors) that the failure to take such action would reasonably be expected to be inconsistent with the directors’ fiduciary duties under applicable law.

Adverse Recommendation Changes (page 76)

Except as described in the following paragraph, under the terms of the Merger Agreement, neither the Board nor any committee thereof may make an “Adverse Recommendation Change” (as defined in the section entitled “Terms of the Merger Agreement — Adverse Recommendation Changes” beginning on page 76 of this Proxy Statement).

Under the Merger Agreement, under certain circumstances and subject to certain requirements described in the section entitled “Terms of the Merger Agreement — Adverse Recommendation Changes” beginning on page 76 of this Proxy Statement, the Board is entitled to make an Adverse Recommendation

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Change prior to obtaining the ServiceSource Stockholder Approval, if the Board determines in good faith (after consultation with its outside legal counsel and financial advisors) that a Competing Proposal constitutes a Superior Proposal and (after consultation with its outside legal counsel and financial advisors) that the failure to take such action would reasonably be expected to be inconsistent with the directors’ fiduciary duties under applicable law. In addition, at any time prior to obtaining the ServiceSource Stockholder Approval, in response to an Intervening Event (as defined in the section entitled “Terms of the Merger Agreement — Adverse Recommendation Changes” beginning on page 76 of this Proxy Statement), the Board may make an Adverse Recommendation Change if ServiceSource first provides Parent with notice of the Board’s intent to do so, then, if requested by Parent, ServiceSource and its representatives negotiate with Parent and its representatives in good faith over a four business day period, and then the Board determines in good faith (after consultation with its outside legal counsel and financial advisors) that the failure to take such action, taking into account any changes to the terms of the Merger Agreement proposed by Parent during such negotiations, would reasonably be inconsistent with ServiceSource’s directors’ fiduciary duties under applicable law, subject to certain requirements described in the section entitled “Terms of the Merger Agreement — Adverse Recommendation Changes” beginning on page 76 of this Proxy Statement.

Employee Benefits (page 78)

For the period commencing at the Effective Time and ending on November 30, 2023 (the “Continuation Period”), Parent will, or will cause the Surviving Corporation or any of their respective affiliates to, provide for each “continuing employee” (as defined in the section entitled “Terms of the Merger Agreement — Employee Benefits” beginning on page 78 of this Proxy Statement) (i) at least the same base salary and base wage rate provided to such continuing employee immediately prior to Effective Time, (ii) short-term cash incentive compensation opportunities (excluding any equity or equity-based, change in control, retention, transaction or similar incentive opportunities) that are substantially comparable in the aggregate to the short-term cash incentive compensation opportunities (excluding any equity or equity-based, change in control, retention, transaction or similar incentive opportunities) provided to each such continuing employee immediately prior to the Effective Time and (iii) employee benefits (excluding equity or equity-based, defined benefit pension, severance, change in control, retention and nonqualified deferred compensation and retiree or post-termination health or welfare benefits) that are substantially comparable in the aggregate (including with respect to the proportion of employee cost) to such employee benefits (excluding equity or equity-based, defined benefit pension, nonqualified deferred compensation and retiree or post-termination welfare benefits or compensation) provided to such continuing employee immediately prior to the Effective Time. In addition, each continuing employee whose employment is terminated during the Continuation Period will receive severance payments and benefits that are no less favorable than the severance payments and benefits that such continuing employee would have been eligible to receive upon a termination of employment under any applicable ServiceSource severance plan, policy, practice or arrangement in accordance with the terms of such arrangements or, if greater, the severance payments and benefits that are provided to similarly situated employees of Parent and its subsidiaries at the time of such termination.

Efforts to Close the Merger (page 79)

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Acquisition Sub, (b) terminate, amend or assign existing relationships and contractual rights and obligations of ServiceSource or its subsidiaries or of Parent or Acquisition Sub, (c) require Parent or Acquisition Sub or ServiceSource or its subsidiaries, to grant any right or commercial or other accommodation to, or enter into any material commercial contractual or other commercial relationship with, any third party or (d) impose limitations on Parent or Acquisition Sub or ServiceSource or its subsidiaries, with respect to how they own, retain, conduct or operate all or any portion of their respective businesses or assets. Parent and Acquisition Sub are not obligated to take any action if any of those actions individually or in the aggregate could reasonably be expected to have a material adverse effect on Parent after the Closing Date.

Conditions to the Closing of the Merger (page 81)

The respective obligations of each party to consummate the Merger are subject to the satisfaction or (to the extent not prohibited by law) waiver by ServiceSource, Parent and Acquisition Sub at or prior to the Effective Time of the following conditions:

•

the ServiceSource Stockholder Approval having been obtained; and

•

no governmental authority (i) of competent jurisdiction in any jurisdiction in which ServiceSource, Parent or any of their respective affiliates have material business operations shall have enacted, issued, promulgated, enforced or entered any law or order which is then in effect and has the effect of restraining, enjoining, rendering illegal or otherwise prohibiting consummation of the Merger or (ii) of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any law or order which is then in effect and has the effect of restraining, enjoining, rendering illegal or otherwise prohibiting consummation of the Merger if the effect of violating such law or order would impose, or would reasonably be expected to impose, criminal penalties upon Parent, Acquisition Sub or ServiceSource or any of its subsidiaries.

The obligations of Parent and Acquisition Sub to consummate the Merger are also subject to the satisfaction or (to the extent not prohibited by law) waiver by Parent at or prior to the Effective Time of the following conditions:

•

each of the representations and warranties of ServiceSource contained in the Merger Agreement, without giving effect to any materiality or Company Material Adverse Effect (as defined in the section entitled “Terms of the Merger Agreement — Representations and Warranties” beginning on page 70 of this Proxy Statement) (or similar qualifications therein, shall be true and correct as of the Closing Date, except for such failures to be true and correct as would not, individually or in the aggregate, have a Company Material Adverse Effect (except to the extent such representations and warranties are expressly made as of a specific date, in which case such representations and warranties shall be so true and correct as of such specific date only); provided, however, that the representations and warranties:

•

regarding ServiceSource’s organization and qualification, subsidiaries, authority relative to the Merger Agreement, the absence of any undisclosed brokers fees, the inapplicability to the Merger Agreement of the provisions of any “fair price,” “moratorium,” “control share acquisition” or any other takeover or anti-takeover statute or similar federal or state law, without giving effect to any “materiality” or “Company Material Adverse Effect” or similar qualifications therein, shall be required to be true and correct in all material respects as of the Closing Date (except to the extent such representations and warranties are expressly made as of a specific date, in which case such representations and warranties shall be so true and correct as of such specific date only);

•

regarding ServiceSource’s capital structure shall be required to be true and correct in all respects as of the Closing Date (except to the extent such representations and warranties are expressly made as of a specific date, in which case such representations and warranties shall be so true and correct as of such specific date only) other than for de minimis errors; and

•

from the date of the Merger Agreement until the Closing Date, no Company Material Adverse Effect (as defined in the section entitled “Terms of the Merger Agreement — Representations and Warranties” beginning on page 70 of this Proxy Statement) shall have occurred;

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•

any waiting period (or any extension thereof) applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated or early termination thereof shall have been granted, and neither party shall have received a letter from the FTC Bureau of Competition substantially in the form announced and disclosed by the FTC Bureau of Competition on August 3, 2021, or a similar letter from the Antitrust Division of the DOJ, and the applicable waiting periods (or any extensions thereof) or clearance, as applicable, under the antitrust of the United States shall have expired, been terminated or clearance decisions shall have been obtained, and there shall not be in effect any voluntary agreement with a Governmental Authority not to consummate the Merger;

•

ServiceSource shall have performed or complied in all material respects with its obligations required under the Merger Agreement to be performed or complied with on or prior to the Closing Date; and

•

ServiceSource shall have delivered a certificate to Parent, dated as of the Closing Date and duly executed by a senior executive officer (or similar authorized person) of ServiceSource, certifying to the effect that the foregoing conditions to the obligations of Parent and Acquisition Sub to consummate the Merger have been satisfied.

The obligations of ServiceSource to effect the Merger are also subject to the satisfaction (to the extent not prohibited by law) or waiver by ServiceSource of the following conditions:

•

each of the representations and warranties of Parent and Acquisition Sub contained in the Merger Agreement, without giving effect to any materiality or “Parent Material Adverse Effect” or similar qualifications therein, shall be true and correct as of the Closing Date, except for such failures to be true and correct as would not have a Parent Material Adverse Effect (except to the extent such representations and warranties are expressly made as of a specific date, in which case such representations and warranties shall be so true and correct as of such specific date only);

•

Parent and Acquisition Sub shall have performed or complied in all material respects with their respective obligations required under the Merger Agreement to be performed or complied with on or prior to the Closing Date;

•

any waiting period (or any extension thereof) applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated or early termination thereof shall have been granted, and the applicable waiting periods (or any extensions thereof) or clearance, as applicable, under the antitrust laws of the United States shall have expired, been terminated or clearance decisions shall have been obtained, and there shall not be in effect any voluntary agreement with a Governmental Authority not to consummate the Merger; and

•

Parent shall have delivered a certificate to ServiceSource, dated as of the Closing Date and duly executed by a senior executive officer of Parent, certifying to the effect that the foregoing conditions to the obligations of ServiceSource to effect the Merger have been satisfied.

Termination of the Merger Agreement (page 82)

The Merger Agreement may be terminated at any time prior to the Effective Time, whether before or after the ServiceSource Stockholder Approval:

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by mutual written consent of each of Parent and ServiceSource;

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by either Parent or ServiceSource, if:

•

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will be satisfied at Closing) are the expiration or termination of waiting periods or clearance, as applicable under the antitrust laws of the United States, and there are no voluntary agreements with any Governmental Authorities to not consummate the Merger, the Termination Date will automatically extend by an additional 60 days to March 1, 2023; provided, further, that, if on March 1, 2023 the only conditions to the Closing set forth in the Merger Agreement that has not been satisfied (other than such conditions that by their nature will be satisfied at Closing) are the expiration or termination of waiting periods or clearance, as applicable under the antitrust laws as set forth in the Company Disclosure Letter, and there are no voluntary agreements with any Governmental Authorities to not consummate the Merger, the Termination Date will automatically extend by an additional 60 days to April 30, 2023; provided, further, that the right to terminate the Merger Agreement shall not be available to any party if the failure of such party, and, in the case of Parent, including the failure of Acquisition Sub to perform or comply with any of its obligations under the Merger Agreement has been the principal cause of or resulted in the failure of the closing of the Merger to have occurred on or before such date;

•

prior to the Effective Time, any governmental authority (i) of competent jurisdiction in any jurisdiction in which ServiceSource, Parent or any of their respective affiliates have material business operations shall have enacted, issued, promulgated, enforced or entered any law or order which is then in effect and has the effect of restraining, enjoining, rendering illegal or otherwise prohibiting consummation of the Merger or (ii) of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any law or order which is then in effect and has the effect of restraining, enjoining, rendering illegal or otherwise prohibiting consummation of the Merger if the effect of violating such law or order would impose, or would reasonably be expected to impose, criminal penalties upon Parent, Acquisition Sub, ServiceSource or any of its subsidiaries, and such law or order or other action, in each case, shall have become final and non-appealable; provided, however, that the right to terminate the Merger Agreement under this provision shall not be available to a party if the issuance of such law or order or taking of such action was primarily due to the failure of such party to perform any of its obligations under the Merger Agreement; or

•

the ServiceSource Stockholder Approval shall not have been obtained at the Stockholders’ Meeting duly convened therefor or at any adjournment or postponement thereof at which the Merger Agreement and the transactions contemplated thereby have been voted upon;

•

by ServiceSource if:

•

Parent or Acquisition Sub shall have breached or failed to perform any of their respective representations, warranties, covenants or other agreements set forth in the Merger Agreement, which breach or failure to perform (i) would give rise to the failure of any conditions to the obligations of ServiceSource to effect the Merger and (ii) is not capable of being cured, or is not cured, by Parent or Acquisition Sub on or before the earlier of (a) the Termination Date and (b) the date that is thirty (30) calendar days following ServiceSource’s delivery of written notice to Parent or Acquisition Sub, as applicable, of such breach;

•

prior to receipt of the ServiceSource Stockholder Approval, the Board shall have authorized ServiceSource to enter into an Alternative Acquisition Agreement with respect to a Superior Proposal; provided that (i) concurrently with such termination, ServiceSource enters into the Alternative Acquisition Agreement with respect to such Superior Proposal and (ii) prior to or concurrently with such termination, ServiceSource pays (or causes to be paid) a termination fee to (or at the direction of) Parent; or

•

(i) all of the conditions to Parent’s and Acquisition Sub’s obligations to consummate the Merger have been satisfied (other than those conditions (x) the failure of which to be satisfied is attributable primarily to a breach by Parent or Acquisition Sub of its representations, warranties, covenants or agreements under the Merger Agreement and (y) that by their terms are to be satisfied by actions taken at the Closing, so long as such conditions in this clause (y) are at the time of termination capable of being satisfied as if such time were the Closing), (ii) Parent and Acquisition Sub shall have failed to consummate the Merger by the time the closing was required by the Merger Agreement, (iii) ServiceSource has notified Parent in writing that all of the

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conditions set forth in the Merger Agreement under the relevant provision have been satisfied or, with respect to ServiceSource’s conditions, waived (or would be satisfied or waived if the Closing were to occur on the date of such notice) and it stands ready, willing and able to consummate the Merger at such time, (iv) ServiceSource shall have given Parent written notice at least five (5) business days prior to such termination stating ServiceSource’s intention to terminate the Merger Agreement pursuant to its terms and the basis for such termination and (v) the Merger shall not have been consummated by the end of such five (5) business day period; or

•

by Parent if:

•

ServiceSource shall have breached or failed to perform any of its representations, warranties, covenants or other agreements set forth in the Merger Agreement, which breach or failure to perform (i) would give rise to the failure of any conditions to the obligations of Parent and Acquisition Sub to effect the Merger and (ii) is not capable of being cured, or is not cured, by ServiceSource on or before the earlier of (a) the Termination Date and (b) the date that is thirty (30) calendar days following Parent’s delivery of written notice to ServiceSource of such breach; or

•

the Board shall have made an Adverse Recommendation Change, provided that Parent’s right to terminate the Merger Agreement shall expire upon the ServiceSource Stockholder Approval having been obtained; or

•

(i) all the conditions set forth in the Merger Agreement under the relevant provision have been and continue to be satisfied (other than those conditions (x) the failure of which to be satisfied is attributable primarily to a breach by Company of its representations, warranties, covenants or agreements under the Merger Agreement and (y) that by their terms are to be satisfied by actions taken at the Closing, so long as such conditions in this clause (y) are at the time of termination capable of being satisfied as if such time were the Closing), (ii) Company shall have failed to consummate the Merger by the time the Closing was required by the Merger Agreement, (iii) Parent has notified Company in writing that all of the conditions set forth in the Merger Agreement under the relevant provision have been satisfied or, with respect to Parent’s conditions, waived (or would be satisfied or waived if the Closing were to occur on the date of such notice) and it stands ready, willing and able to consummate the Merger at such time, (iv) Parent shall have given Company written notice at least five (5) business days prior to such termination stating Parent’s intention to terminate the Merger Agreement pursuant to its terms and the basis for such termination and (v) the Merger shall not have been consummated by the end of such five (5) business day period.

ServiceSource Expense Payment (page 84)

In the event the Merger Agreement is terminated by Parent or ServiceSource because the ServiceSource Stockholder Approval shall not have been obtained at the Stockholders’ Meeting duly convened therefor or at any adjournment or postponement thereof at which the Merger Agreement and the transactions contemplated thereby have been voted upon, Parent shall be entitled to and ServiceSource shall no later than two (2) business days after the date of such termination, pay a cash payment in an amount equal to the aggregate amount of all reasonable and documented out-of-pocket fees, costs and other expenses (including reasonable legal fees, financial advisory fees, consultant fees, filing fees and travel expenses) actually incurred by Parent, in connection with the Merger Agreement (including all fees and expenses relating directly or indirectly to the preparation and negotiation of the Merger Agreement, the confidentiality agreement between the parties and the other documents referred to in the Merger Agreement, up to a maximum aggregate amount of $1.5 million (the “ServiceSource Expense Payment”).

Termination Fee (page 85)

If the Merger Agreement is terminated in specified circumstances, ServiceSource may be required to pay a termination fee to Parent. Parent would be entitled to receive a termination fee of $5.73 million (less any ServiceSource Expense Payment previously paid by ServiceSource) from ServiceSource if:

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•

(i) a third party shall have made to ServiceSource or directly to ServiceSource’s stockholders a Competing Proposal, or any Competing Proposal shall have been publicly made, announced or disclosed, after the date of the Merger Agreement, (ii) the Merger Agreement is subsequently terminated by (a) ServiceSource or Parent because ServiceSource stockholders have failed to adopt the Merger Agreement or (b) Parent as a result of a knowing and intentional breach of any covenant or agreement under the Merger Agreement by ServiceSource, which breach would give rise to the failure of any conditions to the obligations of ServiceSource to effect the Merger, and any such Competing Proposal had not been withdrawn at least five (5) business days prior to the event giving rise to the termination of the Merger Agreement, and (iii) within twelve (12) months of such termination of the Merger Agreement, ServiceSource consummates a transaction involving a Competing Proposal or enters into an Alternative Acquisition Agreement providing for the consummation of a Competing Proposal (which is subsequently consummated);

•

the Merger Agreement is terminated by ServiceSource to enter into a definitive agreement with respect to a Superior Proposal; or

•

the Merger Agreement is terminated by Parent because ServiceSource has made an Adverse Recommendation Change.

Enforcement Expenses (page 85)

If ServiceSource fails to pay the termination fee or if Parent fails to pay any fees owed to ServiceSource pursuant to the Merger Agreement, and in order to obtain such payment, Parent or ServiceSource, as applicable, commences a suit that results in a judgment against the other party for the payment of such fees, such paying party shall pay the other party its costs and expenses in connection with such suit. However, neither such payment shall exceed $1 million.

Specific Performance (page 85)

Parent, Acquisition Sub and ServiceSource are entitled to specific performance to prevent breaches of the Merger Agreement and to enforce specifically the terms and provisions of the Merger Agreement (including failing to take such actions as are required of it thereunder to consummate the Merger Agreement) in addition to any other remedy to which they are entitled at law or in equity.

Market Prices and Dividend Data (page 88)

ServiceSource Common Stock is listed on NASDAQ under the symbol “SREV.” The closing price of ServiceSource Common Stock on May 6, 2022, the last full trading day prior to the Board’s approval of the Merger Agreement, was $1.02. On June 13, 2022, the latest practicable trading day before the date of this Proxy Statement, the closing price of ServiceSource Common Stock was $1.45 per share.

Under the terms of the Merger Agreement, between the date of the Merger Agreement and the earlier of the Effective Time or the termination of the Merger, neither ServiceSource nor any of its subsidiaries may authorize, declare, pay or make any dividends or other distributions without the prior written consent of Parent.

Appraisal Rights (page 90)

If the Merger is adopted by ServiceSource stockholders, stockholders who do not vote in favor of the adoption of the Merger Agreement and who properly exercise and perfect his, her or its demand for appraisal rights under 262 of the DGCL shall not be converted into the Merger Consideration, but the holders of such Dissenting Shares shall be entitled to receive such consideration as shall be determined pursuant to Section 262 of the DGCL. This means that ServiceSource stockholders will be entitled to have their shares of ServiceSource Common Stock appraised by the Court of Chancery of the State of Delaware (the “Court of Chancery”) and to receive payment in cash of the “fair value” of the shares of ServiceSource Common Stock, exclusive of any elements of value arising from the accomplishment or expectation of the Merger, together with interest to be paid upon the amount determined to be fair value, if any, as determined by the Court of Chancery. ServiceSource stockholders who wish to seek appraisal of their shares are in any

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case encouraged to seek the advice of legal counsel with respect to the exercise of appraisal rights due to the complexity of the appraisal process.

Stockholders considering seeking appraisal should be aware that the fair value of their shares as determined pursuant to Section 262 of the DGCL could be more than, the same as or less than the value of the consideration they would receive pursuant to the Merger if they did not seek appraisal of their shares.

To exercise your appraisal rights, you must, among other things, submit a written demand for appraisal to ServiceSource before the vote is taken on the adoption of the Merger Agreement, you must not submit a proxy or otherwise vote in favor of the proposal to adopt the Merger Agreement and you must continue to hold the shares of ServiceSource Common Stock of record through the Effective Time. Your failure to follow exactly the procedures specified under the DGCL will result in the loss of your appraisal rights. The DGCL requirements for exercising appraisal rights are described in further detail in this Proxy Statement in the section entitled “Appraisal Rights” beginning on page 90 of this Proxy Statement, and the relevant section of the DGCL regarding appraisal rights is reproduced and attached as Annex C to this Proxy Statement. If you hold your shares of ServiceSource Common Stock through a broker, bank or other nominee and you wish to exercise appraisal rights, you should consult with your broker, bank or other nominee to determine the appropriate procedures for the making of a demand for appraisal by such broker, bank or other nominee.

Neither the SEC nor any state securities regulatory agency has approved or disapproved of the transactions described in this document, including the Merger, or determined if the information contained in this document is accurate or adequate. Any representation to the contrary is a criminal offense.

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QUESTIONS AND ANSWERS

The following questions and answers are intended to address some commonly asked questions regarding the Merger, the Merger Agreement and the Special Meeting. These questions and answers may not address all questions that may be important to you as a ServiceSource stockholder. You are encouraged to read carefully the more detailed information contained elsewhere in this Proxy Statement, the annexes to this Proxy Statement and the documents we refer to in this Proxy Statement. You may obtain the information incorporated by reference in this Proxy Statement without charge by following the instructions in the section entitled “Where You Can Find More Information” beginning on page 96 of this Proxy Statement.

Why am I receiving these materials?

On May 6, 2022, ServiceSource entered into the Merger Agreement providing for the Merger of Acquisition Sub with and into ServiceSource, whereupon ServiceSource will survive the Merger as a wholly-owned subsidiary of Parent. The Board is furnishing this Proxy Statement and form of proxy card to the holders of ServiceSource Common Stock in connection with the solicitation of proxies in favor of the proposal to adopt the Merger Agreement and to approve the other proposals to be voted on at the Special Meeting or any adjournment or postponement thereof. This Proxy Statement, which you should read carefully, contains important information about the Merger, the Merger Agreement, the Special Meeting and the matters to be voted on at the Special Meeting. The enclosed materials allow you to submit a proxy to vote your shares of ServiceSource Common Stock without attending the Special Meeting and to ensure that your shares of ServiceSource Common Stock are represented and voted at the Special Meeting. ServiceSource stockholders of record as of the close of business on June 13, 2022 may attend the Special Meeting and are entitled and requested to vote on the Special Meeting Proposals.

When and where is the Special Meeting?

The Special Meeting will take place on Wednesday, July 20, 2022, at 9:00 a.m., Mountain Time. In light of the continuing public health concerns surrounding COVID-19 and to prioritize the health and well-being of ServiceSource’s employees, stockholders and other community members, ServiceSource will hold the Special Meeting in a virtual meeting format only on the virtual meeting website. You will not be able to attend the Special Meeting physically in person.

What is the proposed Merger and what effects will it have on ServiceSource?

The proposed Merger is the acquisition of ServiceSource by Parent through the Merger of Acquisition Sub with and into ServiceSource pursuant to the Merger Agreement. If the proposal to adopt the Merger Agreement is approved by the requisite number of shares of ServiceSource Common Stock, and the other closing conditions under the Merger Agreement have been satisfied or waived, Acquisition Sub will merge with and into ServiceSource, and ServiceSource will continue as the Surviving Corporation. As a result of the Merger, ServiceSource will become a wholly-owned subsidiary of Parent and you will no longer own shares of ServiceSource Common Stock. ServiceSource expects to delist its common stock from NASDAQ and de-register its common stock under the Exchange Act as soon as practicable after the Effective Time. Thereafter, ServiceSource would no longer be a publicly traded company, and ServiceSource will no longer file periodic reports with the SEC on account of ServiceSource Common Stock.

What will I receive if the Merger is consummated?

Upon the consummation of the Merger, you will be entitled to receive the Merger Consideration of $1.50 in cash, without interest and less any applicable withholding taxes, for each share of ServiceSource Common Stock that you own, unless you have properly exercised and perfected your demand for appraisal rights under the DGCL with respect to such shares. For example, if you own one hundred (100) shares of ServiceSource Common Stock, you will be entitled to receive $150.00 in cash, without interest and less any applicable withholding taxes, in exchange for your one hundred (100) shares of ServiceSource Common Stock. In either case, your shares will be canceled, and you will not own nor be entitled to acquire shares in the Surviving Corporation or Parent.

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Who is entitled to vote at the Special Meeting?

Only stockholders of record as of the close of business on June 13, 2022 are entitled to notice of the Special Meeting and to vote at the Special Meeting or at any adjournment or postponement thereof. If your shares of ServiceSource Common Stock are held in street name and you do not instruct your broker, bank or other nominee how to vote your shares, then, because all of the Special Meeting Proposals are “non-routine matters,” your broker, bank or other nominee would not have discretionary authority to vote your shares on the Special Meeting Proposals. Instructions on how to vote shares held in street name are described under the question “How may I vote?” below.

How may I vote?

For ServiceSource stockholders of record as of the Record Date: If you are eligible to vote at the Special Meeting and are a stockholder of record, you may cast your shares in any of four (4) ways:

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by voting over the internet using the website indicated on the enclosed proxy card;

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by telephone using the toll-free number on the enclosed proxy card;

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by signing, dating and returning the enclosed proxy card in the postage-paid envelope provided; or

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by attending the Special Meeting in a virtual format and voting by virtual ballot.

For holders in street name: If your shares of ServiceSource Common Stock are held in street name and you do not instruct your broker, bank or other nominee how to vote your shares, then, because all of the Special Meeting Proposals are “non-routine matters,” your broker, bank or other nominee would not have discretionary authority to vote your shares on the Special Meeting Proposals. If your shares of ServiceSource Common Stock are held in street name, your broker, bank or other nominee has enclosed a voting instruction form with this Proxy Statement. We encourage you to authorize your broker, bank or other nominee to vote your shares “FOR” all of the Special Meeting Proposals by following the instructions provided on the voting instruction form.

If you submit your proxy by internet, telephone or mail, and you do not subsequently revoke your proxy, your shares of ServiceSource Common Stock will be voted in accordance with your instructions.

Even if you plan to attend the Special Meeting and vote by ballot, you are encouraged to vote your shares of ServiceSource Common Stock by proxy. If you are a stockholder of record or if you obtain a valid legal proxy to vote shares which you beneficially own and wish to change your vote, you may still vote your shares of ServiceSource Common Stock by ballot at the Special Meeting even if you have previously voted by proxy. If you attend the Special Meeting in a virtual format and vote by virtual ballot, your previous vote by proxy will not be counted.

How many votes do I have?

Each holder of ServiceSource Common Stock is entitled to cast one vote on each matter properly brought before the Special Meeting for each share of ServiceSource Common Stock that such holder owned as of the Record Date.

May I attend the Special Meeting and vote in person?

In light of public health concerns surrounding COVID-19 and to prioritize the health and well-being of ServiceSource’s employees, stockholders and other community members, ServiceSource will hold the Special Meeting in a virtual meeting format only on the virtual meeting website. You will not be able to attend the Special Meeting physically in person.

Stockholders must register in advance to participate in the Special Meeting remotely, following the procedures outlined in the section “The Special Meeting” beginning on page 29 of this Proxy Statement. Requests for registration to participate in the Special Meeting remotely must be received no later than 9:00 a.m., Mountain Time, on July 19, 2022. Once admitted to the Special Meeting, stockholders may vote their shares and view a list of stockholders by following the instructions available on the meeting website.

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After registering to participate in the Special Meeting remotely, stockholders will receive an email prior to the meeting with a link and instructions for entering the Special Meeting. Stockholders may vote following the procedures outlined in the section “The Special Meeting” beginning on page 29 of this Proxy Statement.

In any case, we recommend that you submit your proxy via the internet or by telephone by following the instructions on the enclosed proxy card, or by signing, dating and returning the enclosed proxy card in the postage-paid envelope provided — even if you plan to attend the Special Meeting in a virtual format. If you properly and timely submit your proxy, the individuals named as your proxy holders will vote your shares as you have directed. If you attend the Special Meeting in a virtual format and vote by virtual ballot, your vote by virtual ballot will revoke any proxy previously submitted. If you hold your shares in street name, because you are not the stockholder of record, you may not vote your shares by virtual ballot at the Special Meeting in a virtual format unless you request and obtain a valid legal proxy from your bank, broker, or other nominee.

What matters will be voted on at the Special Meeting?

You are being asked to consider and vote on the following proposals:

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to adopt the Merger Agreement;

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to approve, by non-binding, advisory vote, compensation that will or may become payable by ServiceSource to its named executive officers in connection with the Merger; and

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to approve the adjournment of the Special Meeting, from time to time, to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve the Merger Proposal at the time of the Special Meeting.

How does the Merger Consideration compare to the market price of ServiceSource Common Stock prior to the announcement of the Merger?

The Merger Consideration of $1.50 per share represents a premium of:

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47.1% over the unaffected closing stock price of ServiceSource Common Stock on May 6, 2022, the last trading day prior to the announcement of the Merger Agreement;

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27.1% over the unaffected 30-day volume weighted average stock price of ServiceSource Common Stock through May 6, 2022;

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31.0% over the unaffected 90-day volume weighted average stock price of ServiceSource Common Stock through May 6, 2022; and

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59.7% over the 52-week low closing stock price of ServiceSource Common Stock prior to May 6, 2022.

What do I need to do now?

ServiceSource encourages you to read the accompanying Proxy Statement, including all documents incorporated by reference into the accompanying Proxy Statement, and its annexes carefully and in their entirety. Then as promptly as possible, follow the instructions on the enclosed proxy card to submit your proxy electronically over the internet or by telephone, so that your shares can be voted at the Special Meeting. We encourage all stockholders to vote electronically. Alternatively, if you do not have access to a touch-tone phone or the Internet, you may sign, date and return the enclosed proxy card in the postage-paid envelope provided. If your shares of ServiceSource Common Stock are held in street name, your broker, bank or other nominee has enclosed a voting instruction form with this Proxy Statement. Please do not send your stock certificate(s) with your proxy card. See “How may I vote?” in this section of the Proxy Statement for more information.

How does the Board recommend that I vote?

On May 6, 2022, the Board, after considering various factors, including those described the section entitled “The Merger — Recommendation of the Board and Reasons for the Merger” beginning on

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page 46 of this Proxy Statement, and after consultation with ServiceSource’s independent legal and financial advisors, unanimously (i) determined that the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement are fair to, advisable and in the best interests of ServiceSource and its stockholders, (ii) adopted and approved the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, and (iii) unanimously resolved to recommend that the stockholders of ServiceSource vote in favor of the approval of the Merger, the Merger Agreement and the transactions contemplated thereby and the adoption of the Merger Agreement.

The Board unanimously recommends that you vote “FOR” the proposal to approve the adoption of the Merger Agreement, and the transactions contemplated by the Merger Agreement, including the Merger; by means of a non-binding, advisory vote, “FOR” the proposal to approve compensation that will or may become payable by ServiceSource to its named executive officers in connection with the Merger, and “FOR” the proposal to approve the adjournment of the Special Meeting, from time to time, to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve the Merger Proposal at the time of the Special Meeting.

Should I send in my stock certificate(s) now?

No. If you are a record holder, after the Merger is consummated, under the terms of the Merger Agreement, you will receive a letter of transmittal instructing you to send your stock certificate(s) to the paying agent in order to receive the cash payment of the Merger Consideration for each share of ServiceSource Common Stock represented by such stock certificate(s). You should use the letter of transmittal to exchange your stock certificates for the Merger Consideration to which you are entitled upon the consummation of the Merger. If you hold your shares in “street name,” please contact your broker, bank, or other nominee for instructions as to how to effect the surrender of your shares of ServiceSource Common Stock in exchange for the Merger Consideration in accordance with the terms of the Merger Agreement. Please do not send in your stock certificates now.

If I do not know where my stock certificates are, how will I get the Merger Consideration for my shares of ServiceSource Common Stock?

If the Merger is consummated, the transmittal materials you will receive after the closing of the Merger will include the procedures that you must follow if you cannot locate your stock certificate(s). This will include an affidavit that you will need to sign attesting to the loss of your stock certificates. You may also be required to post a bond as indemnity against any potential loss.

What happens if the Merger is not consummated?

If the Merger Agreement is not adopted by ServiceSource stockholders or if the Merger is not consummated for any other reason, ServiceSource stockholders will not receive any payment for their shares of ServiceSource Common Stock in connection with the Merger. Instead, ServiceSource will remain an independent public company, ServiceSource Common Stock will continue to be listed and traded on NASDAQ and registered under the Exchange Act and we will continue to file periodic reports with the SEC on account of ServiceSource Common Stock.

Under certain specified circumstances, ServiceSource may be required to pay Parent a termination fee, or under certain other specified circumstances, ServiceSource may be required to reimburse Parent’s expenses, upon the termination of the Merger Agreement, as described in the sections entitled “Terms of the Merger Agreement — ServiceSource Expense Payment” and “Terms of the Merger Agreement — Termination Fee” beginning on pages 84 and 85, respectively, of this Proxy Statement.

Do any of ServiceSource’s directors or officers have interests in the Merger that may be in addition to or differ from those of ServiceSource stockholders generally?

Yes. In considering the recommendation of the Board with respect to the proposal to adopt the Merger Agreement, you should be aware that ServiceSource’s directors and executive officers may have interests in the Merger different from, or in addition to, the interests of ServiceSource stockholders generally. The Board was aware of and considered these interests, to the extent such interests existed at

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the time, among other matters, in evaluating and negotiating the Merger Agreement and the Merger, in approving the Merger Agreement and the Merger, and in recommending that the Merger Agreement be adopted by ServiceSource stockholders. For a description of the interests of ServiceSource’s directors and executive officers in the Merger, see the section entitled “The Merger — Interests of the Directors and Executive Officers of ServiceSource in the Merger” beginning on page 59 of this Proxy Statement.

Why am I being asked to consider and vote on a proposal to approve, by non-binding, advisory vote, certain compensation arrangements for ServiceSource’s named executive officers in connection with the merger?

Under SEC rules, we are required to seek a non-binding, advisory vote with respect to the compensation that may be paid or become payable to our named executive officers that is based on or otherwise relates to the merger, commonly referred to as “golden parachute” compensation.

What happens if the Non-Binding Compensation Proposal is not approved by ServiceSource’s stockholders?

This vote is advisory and non-binding, and the merger is not conditioned or dependent upon the approval of the Non-Binding Compensation Proposal by the ServiceSource stockholders. Because the executive compensation to be paid in connection with the Merger is based on the terms of the Merger Agreement as well as the contractual arrangements with ServiceSource’s named executive officers, such compensation will be payable regardless of the outcome of this advisory vote, if the Merger Proposal is approved and the Merger is consummated (subject only to the contractual conditions applicable thereto). However, ServiceSource seeks the support of its stockholders and believes that stockholder support is appropriate given the nature of the transaction and the structure of ServiceSource’s executive compensation program.

What vote is required to approve the proposals submitted to a vote at the Special Meeting?

The affirmative vote of a majority of the outstanding shares of ServiceSource Common Stock entitled to vote thereon is required to approve the Merger Proposal. The affirmative vote of the holders of a majority in voting power of the ServiceSource Common Stock entitled to vote thereon, which are present or represented by proxy, at the Special Meeting, provided a quorum is present, is required to approve the Non-Binding Compensation Proposal and the Adjournment Proposal. This means that the Merger Proposal will be approved if the number of shares voted “FOR” such proposal is greater than fifty (50%) of the total number of outstanding shares of ServiceSource Common Stock entitled to vote at the Special Meeting. Abstentions will be counted as votes “AGAINST” the Merger Proposal, the Non-Binding Compensation Proposal and the Adjournment Proposal. Because each of the proposals presented to stockholders will be considered non-discretionary, brokers, banks and other nominees will not have discretionary authority to vote on any of the three proposals and there will be no broker non-votes. Broker non-votes will have the same effect as votes “AGAINST” the Merger Proposal but will have no effect on the Non-Binding Compensation Proposal or the Adjournment Proposal and otherwise will have no effect on a particular proposal.

As of June 13, 2022, the Record Date for determining who is entitled to vote at the Special Meeting, there were 100,261,386 shares of ServiceSource Common Stock issued and outstanding. Each holder of ServiceSource Common Stock is entitled to one vote per share of ServiceSource Common Stock owned by such holder as of the Record Date.

What is the difference between holding shares as a stockholder of record and as a beneficial owner?

If your shares are registered directly in your name with our transfer agent, Equiniti Trust Company, you are considered, with respect to those shares, to be the “stockholder of record.” In this case, this Proxy Statement and your proxy card have been sent directly to you by ServiceSource. As a stockholder of record you have the right to vote by proxy, which involves granting your voting rights directly to ServiceSource or to a third party, or to vote by ballot at the Special Meeting.

If your shares are held through a broker, bank or other nominee, you are considered the beneficial owner of those shares. In that case, this Proxy Statement has been forwarded to you by your broker, bank or other nominee who is considered, with respect to those shares, to be the stockholder of record.

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As the beneficial owner, you have the right to direct your broker, bank or other nominee how to vote your shares. Without your voting instructions, because of the non-routine nature of the Special Meeting Proposals, your broker, bank or other nominee may not vote your shares with respect to the Special Meeting Proposals.

What is a proxy?

A proxy is your legal designation of another person, referred to as a “proxy,” to vote your shares of ServiceSource Common Stock. The written document describing the matters to be considered and voted on at the Special Meeting is called a “proxy statement.” The document used to designate a proxy to vote your shares of ServiceSource Common Stock is called a “proxy card.” The Board has designated Gary Moore, Chad Lyne and Megan Fine, and each of them, with full power of substitution, as proxies for the Special Meeting.

Can I change or revoke my proxy?

You may change or revoke your previously submitted proxy at any time before the Special Meeting or, if you attend the Special Meeting, by voting by ballot at the Special Meeting.

If you hold your shares as a record holder, you may change or revoke your proxy in any one of the following ways:

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by re-voting at a subsequent time by internet or by telephone following the instructions on the enclosed proxy card;

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by signing a new proxy card with a date later than your previously delivered proxy and submitting it following the instructions on the enclosed proxy card;

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by delivering a signed revocation letter to ServiceSource’s Corporate Secretary, at ServiceSource’s mailing address on the first page of this Proxy Statement before the Special Meeting, which states that you have revoked your proxy; or

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by attending the Special Meeting in a virtual format and voting by virtual ballot. Attending the Special Meeting virtually will not in and of itself revoke a previously submitted proxy. You must specifically vote by virtual ballot at the virtual Special Meeting in order for your previous proxy to be revoked.

Your latest dated proxy card, internet or telephone vote is the one that is counted.

If your shares are held in street name by a broker, bank or other nominee, you may change your voting instructions by following the instructions of your broker, bank or other nominee.

If a ServiceSource stockholder gives a proxy, how will the shares be voted?

Regardless of the method you choose to vote, the individuals named on the enclosed proxy card, or your proxies, will vote your shares in the way that you indicate. When completing the internet or telephone process or the proxy card, you may specify whether your shares should be voted for or against or to abstain from voting on all, some or none of the specific items of business to come before the Special Meeting.

If you properly sign your proxy card but do not mark the boxes showing how your shares should be voted on a matter, the shares represented by your properly signed proxy will be voted “FOR” the Merger Proposal, “FOR” the Non-Binding Compensation Proposal, and “FOR” the Adjournment Proposal.

I understand that a quorum is required in order to conduct business at the Special Meeting. What constitutes a quorum?

The holders of a majority in voting power of all issued and outstanding ServiceSource Common Stock entitled to vote at the Special Meeting, present or represented by proxy, constitutes a quorum for the transaction of business at the Special Meeting. As of the close of business on the Record Date, there were 100,261,386 shares of ServiceSource Common Stock issued and outstanding and entitled to vote. If you submit a properly executed proxy by internet, telephone or mail, you will be considered a part of

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the quorum. In addition, abstentions will be counted for purposes of establishing a quorum. Broker non-votes will not be counted for purposes of establishing a quorum. As a result, 50,130,694 shares must be present or represented by proxy to have a quorum. If a quorum is not present, the holders of a majority in voting power of the ServiceSource Common Stock, present or represented by proxy, and entitled to vote thereon, or the chairman of the Special Meeting, may adjourn the Special Meeting until a quorum is present or represented pursuant to ServiceSource’s bylaws.

How can I obtain a proxy card?

If you lose, misplace or otherwise need to obtain a proxy card, please follow the applicable procedure below.

For ServiceSource stockholders of record: Please call Morrow Sodali LLC at (800) 662-5200 (toll-free from the U.S. and Canada) or +1 (203) 658-9400 (from other locations) or by email to SREV@info.morrowsodali.com.

For holders in “street name”: Please contact your account representative at your broker, bank or other similar institution.

What happens if I sell or otherwise transfer my shares of ServiceSource Common Stock after the close of business on the Record Date but before the Special Meeting?

The Record Date is earlier than both the date of the Special Meeting and the date the Merger is expected to be consummated. If you sell or transfer your shares of ServiceSource Common Stock after the close of business on the Record Date but before the Special Meeting, unless special arrangements (such as the provision of a proxy) are made between you and the person to whom you sell or otherwise transfer your shares and each of you notifies ServiceSource in writing of such special arrangements, you will transfer the right to receive the Merger Consideration, if the Merger is consummated, to the person to whom you sell or transfer your shares of ServiceSource Common Stock, but you will retain your right to vote these shares at the Special Meeting. Even if you sell or otherwise transfer your shares of ServiceSource Common Stock after the close of business on the Record Date, you are encouraged to complete, date, sign and return the enclosed proxy card or vote via the internet or telephone.

What should I do if I receive more than one set of voting materials?

You may receive more than one set of voting materials, including multiple copies of this Proxy Statement and multiple proxy cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a stockholder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please vote via the internet or telephone (or complete, date, sign and return) with respect to each proxy card and voting instruction card that you receive.

What happens if I sell my shares of ServiceSource Common Stock after the Special Meeting but before the Effective Time?

If you transfer your shares of ServiceSource Common Stock after the Special Meeting but before the Effective Time, you will have transferred the right to receive the Merger Consideration to the person to whom you transfer your shares of ServiceSource Common Stock. In order to receive the Merger Consideration, you must hold your shares of ServiceSource Common Stock through the Effective Time.

Who will count the votes?

Who will solicit votes for and bear the cost and expenses of this proxy solicitation?

The cost of this proxy solicitation will be borne by ServiceSource. Our directors, officers and employees may solicit proxies in person, by mail, telephone, facsimile and email, or by other electronic means. We will pay these directors, officers and employees no additional compensation for these services. We

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will reimburse banks, brokers and other nominees for their reasonable, out-of-pocket expenses incurred in forwarding this Proxy Statement and related materials to, and obtaining instructions relating to such materials from, beneficial owners of ServiceSource Common Stock. ServiceSource has retained Morrow Sodali LLC as its proxy solicitor. Morrow Sodali LLC will solicit proxies in person, by mail, telephone, facsimile and email, or by other electronic means. Under our agreement with Morrow Sodali LLC, Morrow Sodali LLC will receive a fee of $12,500 plus reimbursement of its reasonable, out-of-pocket expenses for its services. In addition, Morrow Sodali LLC and certain related persons will be indemnified against certain liabilities arising out of or in connection with the engagement.

Where can I find the voting results of the Special Meeting?

ServiceSource has retained Mediant Communications, Inc. to serve as independent inspector of elections in connection with the Special Meeting. ServiceSource intends to notify stockholders of the results of the Special Meeting by issuing a press release, which it will also file with the SEC as an exhibit to a Current Report on Form 8-K.

Will I be subject to U.S. federal income tax upon the exchange of ServiceSource Common Stock for cash pursuant to the Merger?

The exchange of ServiceSource Common Stock for cash pursuant to the Merger will be a taxable transaction for U.S. federal income tax purposes. Accordingly, a U.S. Holder (as defined in the section entitled “The Merger — U.S. Federal Income Tax Consequences of the Merger” beginning on page 63 of this Proxy Statement) who exchanges shares of ServiceSource Common Stock for cash in the Merger will generally recognize gain or loss in an amount equal to the difference, if any, between the amount of cash received with respect to such shares (determined before deduction of any applicable withholding taxes) and the U.S. Holder’s adjusted tax basis in such shares. If you are a Non-U.S. Holder (as defined in the section entitled “The Merger — U.S. Federal Income Tax Consequences of the Merger” beginning on page 63 of this Proxy Statement), you generally will not be subject to U.S. federal income tax with respect to the exchange of shares of ServiceSource Common Stock pursuant to the Merger unless you have certain connections with the United States but you may be subject to U.S. backup withholding tax unless you comply with certain certification procedures or otherwise establish a valid exemption from U.S. backup withholding taxes.

What will the holders of outstanding ServiceSource equity awards receive in the Merger?

If the Merger is completed, each Option whether or not vested, that is outstanding immediately prior to the Effective Time will automatically and without any required action on the part of the holder thereof, vest (if unvested) and if not exercised by the holder thereof as of the Effective Time (after notice and a reasonable period to elect the exercise of such Option) shall be cancelled and, if the exercise price per share of ServiceSource Common Stock is less than the Merger Consideration, be converted into the right to receive an amount in cash, without interest, equal to the product of (i) the excess, if any, of (a) the Merger Consideration over (b) the per-share exercise price for such Option multiplied by (ii) the total number of shares of ServiceSource Common Stock underlying such Option; provided that if the exercise price per share of ServiceSource Common Stock of such Option is equal to or greater than the Merger Consideration, such Option if not exercised shall be cancelled without any cash payment or other consideration being made in respect thereof.

If the Merger is completed, each RSU will automatically and without any required action on the part of the holder thereof, be assumed by Parent and converted into a right to receive cash, as described in the Merger Agreement. Each Converted RSU will continue to have and be subject to substantially the same terms and conditions as were applicable to such RSU immediately before the Effective Time, except that each Converted RSU will represent the right to receive an amount in cash, without interest, equal to the product of (i) the total number of shares of ServiceSource Common Stock underlying such RSU, multiplied by (ii) the Merger Consideration plus any dividend equivalent amounts accrued with respect to such RSU (the “RSU Consideration”), which amounts will be payable at the same time as

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under the terms and conditions of the RSU, and subject to substantially the same vesting terms and conditions as applied to the RSU immediately before the Effective Time (adjusted for any right to accelerated vesting that may apply after the Effective Time under any ServiceSource equity plan, equity award agreement or Company severance plan currently in effect). Notwithstanding the foregoing, each RSU held immediately prior to the Effective Time by an individual (whether an employee, non-employee director, or independent contractor) who is not expected to be a Continuing Employee (as such term is defined in the Merger Agreement) will, automatically and without any required action on the part of the holder thereof, vest (if unvested) and be cancelled and converted into the right to receive an amount in cash, without interest, equal to the RSU Consideration.

If the Merger is completed, each PSU will automatically and without any required action on the part of the holder thereof, be assumed by Parent and converted into a right to receive cash, as described in the Merger Agreement. Each Converted PSU will continue to have and be subject to substantially the same terms and conditions as were applicable to such PSU immediately before the Effective Time (aside from terms related to performance vesting that shall no longer be applicable following the Effective Time) except that each Converted PSU will represent the right to receive an amount in cash, without interest, equal to the product of (i) the total number of shares of ServiceSource Common Stock earned under such PSU, with performance measured in accordance with the terms of the applicable governing documents (e.g. based on the attainment of the applicable performance metrics through the Closing Date), as determined by the board of directors of ServiceSource or a committee thereof after consultation with Parent prior to the Effective Time, multiplied by (ii) the Merger Consideration, plus any dividend equivalent amounts accrued with respect to such PSU (the “PSU Consideration”), which amounts will be payable at the same time as under the terms and conditions of the PSU, and subject to substantially the same time-vesting terms and conditions as applied to the PSU immediately before the Effective Time (adjusted for any right to accelerated vesting that may apply after the Effective Time under any ServiceSource equity plan, equity award agreement or Company severance plan currently in effect). Notwithstanding the foregoing, each PSU held immediately prior to the Effective Time by an individual (whether an employee, non-employee director, or independent contractor) who is not expected to be a Continuing Employee (as such term is defined in the Merger Agreement) will, automatically and without any required action on the part of the holder thereof, vest (if unvested) and be cancelled and converted into the right to receive an amount in cash, without interest, equal to the PSU Consideration.

For additional information regarding the treatment of ServiceSource’s outstanding equity awards, see the section entitled “Terms of the Merger Agreement — Merger Consideration — Outstanding ServiceSource Equity Awards” beginning on page 68 of this Proxy Statement.

When do you expect the Merger to be consummated?

ServiceSource and Parent are working toward consummating the Merger as quickly as possible. Assuming the timely receipt of required regulatory approvals and satisfaction or waiver (in accordance with the terms of the Merger Agreement) of other closing conditions, including approval by ServiceSource’s stockholders of the Merger Proposal, we anticipate that the Merger will be completed in the second half of fiscal year 2022.

Are there any other risks to me from the Merger that I should consider?

Yes. There are risks associated with all business combinations, including the Merger. See the section entitled “Cautionary Statement On Forward-Looking Statements” beginning on page 27 of this Proxy Statement.

Am I entitled to appraisal rights under the DGCL?

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of the shares of ServiceSource Common Stock, exclusive of any elements of value arising from the accomplishment or expectation of the Merger, together with interest to be paid upon the amount determined to be fair value, if any, as determined by the Court of Chancery. Stockholders who wish to seek appraisal of their shares are in any case encouraged to seek the advice of legal counsel with respect to the exercise of appraisal rights due to the complexity of the appraisal process. The DGCL requirements for exercising appraisal rights are described in the section entitled “Appraisal Rights” beginning on page 90 of this Proxy Statement, and the relevant section of the DGCL regarding appraisal rights is reproduced and attached as Annex C to this Proxy Statement.

What if during the check-in time or during the Special Meeting I have technical difficulties or trouble accessing the virtual meeting website?

If ServiceSource experiences technical difficulties during the Special Meeting (e.g., a temporary or prolonged power outage), it will determine whether the Special Meeting can be promptly reconvened (if the technical difficulty is temporary) or whether the Special Meeting will need to be reconvened on a later day (if the technical difficulty is more prolonged). In any such situation, ServiceSource will promptly notify stockholders of the decision via the virtual meeting website.

Technical support will be ready to assist you with any individual technical difficulties you may have accessing the virtual meeting website. Contact information for technical support will appear on the virtual meeting login page prior to the start of the Special Meeting. You are encouraged to visit the FAQs and System Test link, located in your registration confirmation email to test your system and view the minimum system requirements for the meeting.

How can I obtain more information about ServiceSource?

You can find more information about ServiceSource from various sources described in the section entitled “Where You Can Find More Information” beginning on page 96 of this Proxy Statement.

Who can help answer my questions?

If you have any questions concerning the Merger, the Special Meeting or this Proxy Statement, would like additional copies of this Proxy Statement or need help voting your shares of ServiceSource Common Stock, please contact ServiceSource’s proxy solicitor:

Morrow Sodali LLC
509 Madison Avenue
New York, NY 10022

Email: SREV@info.morrowsodali.com

Call toll-free at (800) 662-5200 (in North America)

or +1 (203) 658-9400 (outside of North America)

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Proxy Statement, and the documents to which ServiceSource refers you in this Proxy Statement, as well as information included in oral statements or other written statements made or to be made by ServiceSource or on ServiceSource’s behalf, contain “forward-looking statements” within the meaning of the federal securities laws, including but not limited to those statements related to the Merger, including financial estimates and statements as to the expected timing, completion and effects of the Merger. You can typically identify forward-looking statements by the use of forward-looking words, such as “may,” “will,” “should,” “could,” “project,” “believe,” “anticipate,” “expect,” “estimate,” “continue,” “potential,” “plan,” “forecast,” “intend,” “target,” “possible” and other words of similar import, or the negative versions of such words. ServiceSource stockholders are cautioned that any forward-looking statements are not guarantees of future performance and may involve significant risks and uncertainties, and that actual results may vary materially from those in the forward-looking statements. These risks and uncertainties include, but are not limited to:

(i)

the completion of the Merger on the anticipated terms and timing, including obtaining required stockholder and regulatory approvals, and the satisfaction of other conditions to the completion of the acquisition;

(ii)

litigation relating to the Merger that could be instituted against ServiceSource or Parent or their respective directors, managers or officers, including the costs and the effects of any outcomes related thereto;

(iii)

the risk that disruptions from the Merger will harm ServiceSource’s business, including current plans and operations;

(iv)

the ability of ServiceSource to retain and hire key personnel;

(v)

potential adverse reactions or changes to business relationships resulting from the announcement or completion of the Merger;

(vi)

continued availability of capital and financing and rating agency actions;

(vii)

legislative, regulatory and economic developments;

(viii)

potential business uncertainty, including changes to existing business relationships, during the pendency of the Merger that could affect ServiceSource’s financial performance;

(ix)

certain restrictions during the pendency of the Merger that may impact ServiceSource’s ability to pursue certain business opportunities or strategic transactions;

(x)

unpredictability and severity of economic, market, business, geopolitical conditions or catastrophic events, including but not limited to acts of terrorism, outbreaks of war (including the conflict in Ukraine and related sanctions against Russia and Belarus) or hostilities or the COVID-19 pandemic, or changes in such conditions, and how these may affect ServiceSource’s business, operation and financial performance, as well as management’s response to any of the aforementioned factors;

(xi)

the possibility that the Merger may be more expensive to complete than anticipated, including as a result of unexpected factors or events;

(xii)

the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger, including circumstances requiring ServiceSource to pay a termination fee;

(xiii)

the possibility that ServiceSource could, following the Merger, engage in operational or other changes that could result in meaningful appreciation in its value;

(xiv)

the risk that the stock price of ServiceSource common stock could fluctuate during the pendency of the Merger and may decline significantly if the Merger is not completed;

(xv)

those risks and uncertainties set forth in Part I, Item 1A of ServiceSource’s most recent Annual Report on Form 10-K and Part II, Item 1A of ServiceSource’s subsequent Quarterly Reports on

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Form 10-Q, as such risk factors may be amended, supplemented or superseded from time to time by other reports filed by ServiceSource with the SEC; and

(xvi)

such other risks that are described in this Proxy Statement.

While the list of factors presented in this Proxy Statement are considered representative, no such list should be considered a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. Consequences of material differences in results as compared with those anticipated in the forward-looking statements could include, among other things, business disruption, operational problems, financial loss, legal liability to third parties and similar risks, any of which could have a material adverse effect on ServiceSource’s consolidated financial condition, results of operations, credit rating or liquidity. The forward-looking statements speak only as of the date they are made. ServiceSource does not undertake to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements are made.

All of the forward-looking statements ServiceSource makes in this Proxy Statement are qualified by the information contained or incorporated by reference herein, including, but not limited to, (i) the information contained under this heading and (ii) the information in ServiceSource’s consolidated financial statements and notes thereto included in our most recent filing on Form 10-K for the fiscal year ended December 31, 2021 and subsequent periodic and interim report filings (see the section entitled “Where You Can Find More Information” beginning on page 96 of this Proxy Statement).

Discussions of additional risks and uncertainties are contained in ServiceSource’s filings with the SEC. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect ServiceSource’s judgment only as of the date hereof. ServiceSource undertakes no obligation to update publicly any of these forward-looking statements to reflect new information, future events or otherwise. ServiceSource stockholders are advised to consult any future disclosures that ServiceSource makes on related subjects as may be detailed in its other filings made from time to time with the SEC.

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THE SPECIAL MEETING

Date, Time and Place of the Special Meeting

This proxy statement is being furnished to the ServiceSource stockholders as a part of the solicitation of proxies by the Board for use at the Special Meeting to be held on Wednesday, July 20, 2022, at 9:00 a.m., Mountain Time or at any adjournment or postponement thereof. In light of public health concerns surrounding COVID-19 and to prioritize the health and well-being of ServiceSource’s employees, stockholders and others community members, ServiceSource will hold the Special Meeting in a virtual format only at www.proxydocs.com/SREV. You will not be able to attend the Special Meeting physically in person.

Purpose of the Special Meeting

At the Special Meeting, ServiceSource stockholders will be asked to consider and vote on proposals to:

•

adopt the Merger Agreement (the “Merger Proposal”);

•

consider and vote on a non-binding, advisory proposal to approve compensation that will or may become payable by ServiceSource to its named executive officers in connection with the Merger (the “Non-Binding Compensation Proposal”); and

•

approve the adjournment of the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes to approve the Merger Proposal at the time of the Special Meeting (the “Adjournment Proposal”).

Record Date; Shares Entitled to Vote; Quorum

Only ServiceSource stockholders of record as of the close of business on June 13, 2022 are entitled to notice of the Special Meeting and to vote at the Special Meeting or at any adjournment or postponement thereof. A list of stockholders entitled to vote at the Special Meeting will be available for inspection in ServiceSource’s headquarters located at 707 17th Street, 25th Floor, Denver, CO 80202, during regular business hours for a period of at least ten (10) days before the Special Meeting. To access the list during the Special Meeting, please use the virtual meeting website link set forth above.

The inspector of elections appointed for the Special Meeting will tabulate votes cast by proxy or by ballot at the Special Meeting. The inspector of elections will also determine whether a quorum is present. In order to constitute a quorum for the conduct of business at the Special Meeting, a majority of the outstanding shares of Common Stock entitled to vote at the Special Meeting must be present or represented by proxy at the Special Meeting. Shares that abstain from voting on any proposal will be treated as shares that are present and entitled to vote at the Special Meeting for purposes of determining whether a quorum is present.

With respect to shares held in street name, your broker, bank or other nominee generally has the discretionary authority to vote uninstructed shares on “routine” matters, but cannot vote such uninstructed shares on “non-routine” matters. A “broker non-vote” will occur if your broker, bank or other nominee cannot vote your shares on a particular matter because it has not received instructions from you and does not have discretionary voting authority on that matter or because your broker, bank or other nominee chooses not to vote on a matter for which it does have discretionary voting authority. Broker non-votes will not be counted for purposes of determining whether a quorum is present.

Vote Required; Abstentions and Broker Non-Votes

The proposal to be voted on at the Special Meeting require the following votes:

•

The affirmative vote of a majority of the outstanding shares of ServiceSource Common Stock entitled to vote thereon as of the Record Date is required to approve the Merger Proposal.

•

The affirmative vote of the holders of a majority in voting power of the ServiceSource Common Stock entitled to vote there on, which are present, or represented by proxy, at the Special Meeting, provided a quorum is present, is required to approve the Non-Binding Compensation Proposal.

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•

This means that the Merger Proposal will be approved if the number of shares voted “FOR” such proposal is greater than fifty (50%) of the total number of outstanding shares of ServiceSource Common Stock entitled to vote thereon as of the Record Date at the Special Meeting. Abstentions will be counted as votes “AGAINST” the Merger Proposal, the Non-Binding Compensation Proposal, and the Adjournment Proposal. Because each of the proposals presented to stockholders will be considered non-discretionary, brokers, banks and other nominees will not have discretionary authority to vote on any of the three proposals and there will be no broker non-votes.

Shares Held by ServiceSource’s Directors and Executive Officers

Voting Agreements

On May 6, 2022, in connection with the execution of the Merger Agreement, Parent entered into voting agreements with each of Edenbrook Long Only Value Fund, LP, Edenbrook Value Fund, LP (collectively, “Edenbrook”), Strategos Fund, L.P., Strategos Master Fund, L.P. (collectively, “Archon”), Gary B. Moore, Chad W. Lyne, Michael D. Naughton, Richard G. Walker, John R. Ferron, John R. Harris, Andrew M. Baker, John A. Meyer, and Jane Okun Bomba, who collectively, and together with Edenbrook and Archon beneficially own approximately 33.5% of the outstanding voting power of the ServiceSource Common Stock (collectively, the “Voting Agreements” and each a “Voting Agreement”).

Voting of Proxies

If your shares are registered in your name with ServiceSource’s transfer agent, Equiniti Trust Company, you may cause your shares to be voted by submitting electronically over the internet or by phone a proxy authorizing the voting of your shares by following the instructions on your proxy card. You must have the enclosed proxy card available, and follow the instructions on the proxy card, in order to submit a proxy electronically over the internet or by telephone. We encourage all stockholders to vote electronically. Alternatively, if you do not have access to a touch-tone phone or the Internet, you may sign, date and return the enclosed proxy card in the postage-paid envelope provided. Based on your proxy cards or internet and telephone proxies, the proxy holders will vote your shares according to your directions.

If you plan to attend and desire to vote at the Special Meeting in a virtual format, you will be provided with a virtual ballot at the Special Meeting. Please note that if your shares of Common Stock are held of record by a broker, bank or other nominee, and you decide to attend and vote at the Special Meeting in a virtual format, your vote by virtual ballot at the Special Meeting will not be effective unless you present a legal proxy, issued in your name from your broker, bank or other nominee. Even if you plan to attend the Special Meeting, we encourage you to submit your proxy to vote your shares in advance of the Special Meeting.

Voting instructions are included on your enclosed proxy card. All shares represented by properly executed proxies received in time for the Special Meeting will be voted at the Special Meeting in accordance

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with the instructions of the stockholders. Properly executed proxies that do not contain voting instructions will be voted “FOR” the Merger Proposal, “FOR” the Non-Binding Compensation Proposal, and “FOR” the Adjournment Proposal. No proxy that is specifically marked against the Merger Proposal, the Non-Binding Compensation Proposal, or the Adjournment Proposal will be voted in favor of such proposed, unless it is specifically marked “FOR” the approval of such proposal.

If your shares of our Common Stock are held in street name and you do not instruct your broker, bank or other nominee how to vote your shares, then, because all of the Special Meeting Proposals are “non-routine matters,” your broker, bank or other nominee would not have discretionary authority to vote your shares on the Special Meeting Proposals. If your shares of our Common Stock are held in street name, your broker, bank or other nominee has enclosed a voting instruction form with this Proxy Statement. We encourage you to authorize your broker, bank or other nominee to vote your shares “FOR” the Special Meeting Proposals by following the instructions provided on the voting instruction form. If you do not vote via the internet or telephone through your broker, bank or other nominee or do not return your bank’s, broker’s or other nominee’s voting form, or do not attend the Special Meeting and vote with a proxy from your broker, bank or other nominee, it will be counted as a vote “AGAINST” the Merger Proposal and will not have any effect on the Non-Binding Compensation Proposal or the Adjournment Proposal.

How you May Revoke or Change Your Vote

You may change or revoke your previously submitted proxy at any time before the Special Meeting or, if you attend the Special Meeting in a virtual format, by voting by virtual ballot at the Special Meeting. If you hold your shares as a record holder, you may change or revoke your proxy in any one of the following ways:

•

by re-voting at a subsequent time by internet or by telephone following the instructions on the enclosed proxy card;

•

by signing a new proxy card with a date later than your previously delivered proxy and submitting it following the instructions on the enclosed proxy card;

•

by delivering a signed revocation letter to ServiceSource’s Corporate Secretary, at ServiceSource’s address above before the Special Meeting, which states that you have revoked your proxy; or

•

by attending the Special Meeting in a virtual format and voting by virtual ballot. Attending the Special Meeting will not in and of itself revoke a previously submitted proxy. You must specifically vote by ballot at the Special Meeting for your previous proxy to be revoked.

Please note that to be effective, your new proxy card, internet or telephonic voting instructions or written notice of revocation must be received by ServiceSource’s Secretary prior to the Special Meeting.

If your shares are held in street name by a broker, bank or other nominee, you may change your voting instructions by following the instructions of your broker, bank or other nominee. You may also vote at the Special Meeting by ballot if you register in advance to attend the Special Meeting following the procedures described below and if you provide a valid legal proxy from your broker, bank or other nominee.

Any adjournment, recess or postponement of the Special Meeting for the purpose of soliciting additional proxies will allow ServiceSource stockholders who have already sent in their proxies to revoke them at any time prior to their use at the Special Meeting which was adjourned, recessed or postponed.

Board Recommendation

On May 6, 2022, the Board, after considering various factors, including those described in the section entitled “The Merger — Recommendation of the Board and Reasons for the Merger” beginning on page 46 of this Proxy Statement, and after consultation with ServiceSource’s independent legal and financial advisors, unanimously (i) approved the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, (ii) determined that the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement are advisable and in the best interests of ServiceSource and its stockholders and (iii) resolved to recommend that the stockholders of ServiceSource vote in favor

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of the approval of the Merger, the Merger Agreement and the transactions contemplated thereby and the adoption of the Merger Agreement.

The Board unanimously recommends that you vote (i) “FOR” the Merger Proposal, (ii) “FOR” the Non-Binding Compensation Proposal, and (iii) “FOR” the Adjournment Proposal.

Adjournments

If a quorum is not present or if there are not sufficient votes for the approval of the merger proposal, ServiceSource expects that the Special Meeting will be adjourned by the chairman of the Special Meeting pursuant to ServiceSource’s bylaws to solicit additional proxies in accordance with the Merger Agreement. At any subsequent reconvening of the Special Meeting, all proxies will be voted in the same manner as the manner in which such proxies would have been voted at the original convening of the Special Meeting, except for any proxies that have been validly revoked or withdrawn prior to the subsequent meeting. If the Special Meeting is adjourned or postponed, stockholders who have already submitted their proxies will be able to revoke them at any time before they are voted at the Special Meeting.

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 Special Meeting at which the decision for adjournment is taken, unless the adjournment is for more than thirty (30) days or the 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 Special Meeting.

Technical Difficulties or Trouble Accessing the Virtual Meeting Website

If ServiceSource experiences technical difficulties during the Special Meeting (e.g., a temporary or prolonged power outage), it will determine whether the Special Meeting can be promptly reconvened (if the technical difficulty is temporary) or whether the Special Meeting will need to be adjourned and reconvened on a later day (if the technical difficulty is more prolonged). In any such situation, ServiceSource will promptly notify stockholders of the decision via the virtual meeting website.

Tabulation of Votes

All votes will be tabulated by the inspector of election appointed for the Special Meeting. The inspector of election will separately tabulate affirmative and negative votes and abstentions.

Solicitation of Proxies

The cost of this proxy solicitation will be borne by ServiceSource. Our directors, officers and employees may solicit proxies by mail, telephone, facsimile and email, or by other electronic means. We will pay these directors, officers and employees no additional compensation for these services. We will reimburse banks, brokers and other nominees for their reasonable, out-of-pocket expenses incurred in forwarding this Proxy Statement and related materials to, and obtaining instructions relating to such materials from, beneficial owners of ServiceSource Common Stock.

ServiceSource has retained Morrow Sodali LLC as its proxy solicitor. Morrow Sodali LLC will solicit proxies by mail, telephone, facsimile and email, or by other electronic means. Under our agreement with Morrow Sodali LLC, Morrow Sodali LLC will receive a fee of $12,500 plus reimbursement of its reasonable, out-of-pocket expenses for its services. In addition, Morrow Sodali LLC and certain related persons will be indemnified against certain liabilities arising out of or in connection with the engagement.

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Anticipated Date of Consummation of the Merger

Assuming timely satisfaction of necessary closing conditions, including, among other things, the ServiceSource Stockholder Approval and receipt of required regulatory approvals, we currently anticipate that the Merger will be consummated in the second half of fiscal year 2022.

Attending the Special Meeting

Stockholders must register in advance to participate in the Special Meeting remotely. Requests for registration to participate in the Special Meeting remotely must be received no later than 9:00 a.m., Mountain Time, on July 19, 2022. Stockholders may make such requests to register by following the instructions below. Once admitted to the Special Meeting, stockholders may vote their shares and view a list of stockholders by following the instructions available on the meeting website.

Registering to Participate in the Special Meeting Remotely as a Stockholder of Record

Stockholders of record as of the Record Date may register to participate in the Special Meeting remotely by visiting the website www.proxydocs.com/SREV. Please have your proxy card (containing your control number) available and follow the instructions to complete your registration request. You may be requested to upload a scanned copy or photo image of your proxy card to the website. After registering, stockholders will receive a confirmation email with a link and instructions for accessing the Special Meeting. Requests to register to participate in the Special Meeting remotely must be received no later than 9:00 a.m., Mountain Time, on July 19, 2022.

Registering to Participate in the Special Meeting Remotely as a Beneficial Owner

Stockholders whose shares are held through a broker, bank or other nominee as of the Record Date may register to participate in the Special Meeting remotely by visiting the website www.proxydocs.com/SREV. Please have your Voting Instruction Form or other communication from your broker, bank or other nominee (containing your control number) available and follow the instructions to complete your registration request. You will be requested to upload a scanned copy or photo image of your Voting Instruction Form or other communication from your broker, bank or other nominee containing your control number. After registering, stockholders will receive a confirmation email with a link and instructions for accessing the Special Meeting. Requests to register to participate in the Special Meeting remotely must be received no later than 9:00 a.m., Mountain Time, on July 19, 2022.

Participating in the Virtual Special Meeting

The virtual meeting site is supported on internet browsers and devices (e.g., desktops, laptops, tablets and smart phones) running the most updated version of applicable software and plugins. Each participant should ensure strong Wi-Fi or other internet connection, allow plenty of time to log in and ensure that he or she can hear streaming audio prior to the start of the Special Meeting.

Voting at the Special Meeting Remotely as a Stockholder of Record

After accessing the Special Meeting as described above, stockholders of record may vote by following the instructions on the Special Meeting site.

Stockholders of record are reminded that they can vote their shares prior to the Special Meeting over the internet using the website indicated on the proxy card, by telephone using the toll-free number on the proxy card or by signing, dating and returning the proxy card in the postage-paid envelope previously provided. We encourage shareholders to vote electronically. If you have submitted your vote by proxy in advance of the Special Meeting, you do not need to vote by ballot, unless you wish to change your vote.

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Voting at the Special Meeting Remotely as a Beneficial Owner

Beneficial owners who hold shares through a broker, bank or other nominee and intends to vote at the Special Meeting must follow the instructions given by their broker, bank or other nominee to vote in advance of the meeting, or if they vote during the Special Meeting they must follow the directions they receive via email after their successful registration and may be required to request a legal proxy.

Beneficial owners are reminded that they can instruct their brokers, banks or other nominees to vote their shares prior to the Special Meeting by following the directions on the voting instruction form to provide their instructions over the internet, by telephone or by signing, dating and returning the voting instruction form in the postage-paid envelope previously provided. We encourage shareholders to submit their instructions to their brokers, banks or other nominees electronically. If you have submitted your instructions to your bank, broker, or other nominee in advance of the Special Meeting, you do not need to vote by ballot, unless you wish to change your vote. Please note that if you request a legal proxy from your bank, broker, or other nominee, it will automatically revoke any instructions you may have previously given to that bank, broker, or other nominee.

Assistance

If you need assistance in completing your proxy card or have questions regarding the Special Meeting, please contact Morrow Sodali LLC, our proxy solicitor, by calling (800) 662-5200 (TOLL-FREE from the U.S. and Canada) or +1 (203) 658-9400 (from other locations) or by email to SREV@info.morrowsodali.com.

Rights of Stockholders Who Seek Appraisal

If the Merger Proposal is approved by ServiceSource stockholders, stockholders who do not vote in favor of the adoption of the Merger Agreement and who properly exercise and perfect his, her or its demand for appraisal rights under 262 of the DGCL shall not be converted into the Merger Consideration, but the holders of such Dissenting Shares shall be entitled to receive such consideration as shall be determined pursuant to Section 262 of the DGCL. This means that ServiceSource stockholders will be entitled to have their shares of ServiceSource Common Stock appraised by the Court of Chancery and to receive payment in cash of the “fair value” of the shares of ServiceSource Common Stock, exclusive of any elements of value arising from the accomplishment or expectation of the Merger, together with interest to be paid upon the amount determined to be fair value, if any, as determined by the Court of Chancery. ServiceSource stockholders who wish to seek appraisal of their shares are in any case encouraged to seek the advice of legal counsel with respect to the exercise of appraisal rights due to the complexity of the appraisal process.

Other Matters

At this time, we know of no other matters to be voted on at the Special Meeting. If any other matters properly come before the Special Meeting and stockholders deliver proxies to ServiceSource, the shares of

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ServiceSource Common Stock will be voted in accordance with the discretion of the appointed proxy holders, with full power of substitution and re-substitution.

Important Notice Regarding the Availability of Proxy Materials for the Special Meeting

This Proxy Statement is available on our website located at: https://ir.servicesource.com/events-and-presentations.

Householding of Special Meeting Materials

ServiceSource has adopted a procedure approved by the SEC called “householding.” Under this procedure, stockholders who have the same address and last name will receive only one copy of this Proxy Statement unless one or more of these stockholders notifies us that they wish to continue receiving individual copies. This procedure reduces printing costs, postage fees and the use of natural resources. Each stockholder who participates in householding will continue to be able to access or receive a separate Proxy Card upon request. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate set of our disclosure documents, or if you are receiving multiple copies and wish to receive only one copy, please contact us as follows:

ServiceSource International, Inc.
Attention: Investor Relations
707 17th Street, 25th Floor, Denver, Colorado 80202
(770) 889-8500

Questions and Additional Information

If you have any questions concerning the Merger, the Special Meeting or this Proxy Statement, would like additional copies of this Proxy Statement or need help submitting your proxy or voting your shares of ServiceSource Common Stock, please contact our proxy solicitor at:

Morrow Sodali LLC
509 Madison Avenue
New York, NY 10022

Email: SREV@info.morrowsodali.com

Call toll-free at (800) 662-5200 (in North America)

or +1 (203) 658-9400 (outside of North America)

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PROPOSAL 1: ADOPTION OF THE MERGER AGREEMENT

THE MERGER

The rights and obligations of the parties to the Merger Agreement are governed by the specific terms and conditions of the Merger Agreement and not by any summary or other information provided in this Proxy Statement. Therefore, the discussion of the Merger in this section and elsewhere in this Proxy Statement is qualified in its entirety by reference to the complete text of the Merger Agreement, a copy of which is attached as Annex A to this Proxy Statement and is incorporated into this Proxy Statement by reference. This summary does not purport to be complete and may not contain all of the information about the Merger that is important to you. You are encouraged to read the Merger Agreement carefully and in its entirety as it is the legal document that governs the Merger.

Additional information about ServiceSource may be found elsewhere in this Proxy Statement and in ServiceSource’s other public filings. See the section entitled “Where You Can Find More Information” beginning on page 96 of this Proxy Statement.

Parties Involved in the Merger

ServiceSource International, Inc.
707 17th Street, 25th Floor
Denver, CO 80202

ServiceSource is a leading provider of BPaaS solutions that enable the transformation of go-to-market organizations and functions for global technology clients. We design, deploy, and operate a suite of innovative solutions and complex processes that support and augment our clients’ B2B customer acquisition, engagement, expansion and retention activities. Our clients — ranging from Fortune 500 technology titans to high-growth disruptors and innovators — rely on our holistic customer engagement methodology and process excellence, global scale and delivery footprint, and data analytics and business insights to deliver trusted business outcomes that have a meaningful and material positive impact to their long-term revenue and profitability objectives. Through our unique integration of people, process and technology — leveraged against our more than 20 years of experience and domain expertise in the cloud, software, hardware, medical device and diagnostic equipment, and industrial IoT sectors — we effect and transact billions of dollars of B2B commerce in more than 175 countries on our clients’ behalf annually.

ServiceSource Common Stock is currently listed on NASDAQ under the symbol “SREV.”

Concentrix Corporation
39899 Balentine Drive, Suite 235
Newark, CA 94560

Concentrix Merger Sub Inc.
39899 Balentine Drive, Suite 235
Newark, CA 94560

Acquisition Sub is a Delaware corporation and a direct, wholly-owned subsidiary of Parent, formed on formed on April 20, 2022 solely for the purpose of engaging in the transactions contemplated by the Merger Agreement, including the Merger. Acquisition Sub has not conducted any business operations except in furtherance of this purpose and activities incident to its formation. Upon the consummation of the Merger, Acquisition Sub will cease to exist.

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Effect of the Merger

If the Merger Agreement is adopted by ServiceSource stockholders and certain other conditions to the consummation of the Merger are either satisfied or waived, Acquisition Sub will merge with and into ServiceSource, with ServiceSource surviving and continuing under the name “Concentrix ServiceSource Inc.” as the Surviving Corporation. As a result of the Merger, ServiceSource will become a wholly-owned subsidiary of Parent, and ServiceSource Common Stock will no longer be publicly traded. In addition, ServiceSource Common Stock will be delisted from NASDAQ and deregistered under the Exchange Act, in each case, in accordance with applicable laws, rules and regulations, and ServiceSource will no longer file periodic reports with the SEC on account of ServiceSource Common Stock. If the Merger is consummated, you will not own any shares of capital stock of the Surviving Corporation.

Effect on ServiceSource if the Merger is Not Consummated

If the Merger Agreement is not adopted by ServiceSource stockholders or if the Merger is not consummated for any other reason, ServiceSource stockholders will not receive any payment for their shares of ServiceSource Common Stock in connection with the Merger. Instead, ServiceSource will remain an independent public company, ServiceSource Common Stock will continue to be listed and traded on NASDAQ and registered under the Exchange Act and ServiceSource will continue to file periodic reports with the SEC on account of ServiceSource Common Stock. In addition, if the Merger is not consummated, ServiceSource expects that ServiceSource’s management will operate the business in a manner similar to that in which it is being operated today.

Furthermore, if the Merger is not consummated, and depending on the circumstances that would have caused the Merger not to be consummated, it is possible that the price of ServiceSource Common Stock will decline significantly. If that were to occur, it is uncertain when, if ever, the price of ServiceSource Common Stock would return to the price at which it trades as of the date of this Proxy Statement.

Accordingly, if the Merger is not consummated, there can be no assurance as to the effect of these risks and opportunities on the future value of your shares of ServiceSource Common Stock. If the Merger is not consummated, the Board will continue to evaluate and review ServiceSource’s business operations, properties, and capitalization, among other things, make such changes as are deemed appropriate and continue to seek to identify strategic alternatives to enhance stockholder value. If the Merger Agreement is not adopted by ServiceSource stockholders or if the Merger is not consummated for any other reason, there can be no assurance that any other transaction acceptable to ServiceSource will be offered or that ServiceSource’s business, prospects or results of operation will not be adversely impacted.

In addition, under specified circumstances, ServiceSource may be required to pay Parent a termination fee, or, pay Parent’s expenses, as described in the sections entitled “Terms of the Merger Agreement — ServiceSource Expense Payment” and “Terms of the Merger Agreement — Termination Fee” beginning on pages 84 and 85, respectively, of this Proxy Statement

Merger Consideration

Background of the Merger

As part of its ongoing evaluation of ServiceSource’s business, the Board, together with senior management, regularly reviews and assesses ServiceSource’s stand-alone business plan and the possibility of

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pursuing various opportunities to increase stockholder value, including evaluating various potential strategic alternatives, including acquisitions, dispositions and internal restructurings. ServiceSource also regularly engages with its stockholders to discuss ServiceSource and its business, operations and financial results and to hear the views of stockholders regarding ServiceSource.

As part of this review, the Board and ServiceSource’s senior management has, from time to time during the five-year period preceding the execution of the Merger Agreement, engaged in discussions with various market participants in an evaluation of potential transaction opportunities.

In December 2017, ServiceSource retained Centerview in order to explore strategic alternatives for ServiceSource, including a potential sale of ServiceSource. As part of this solicitation processing, Centerview contacted twenty-four (24) potential third-party strategic acquirers and financial sponsors, including the representatives of Company A and Parent. ServiceSource entered into non-disclosure agreements with certain of the contacted parties and shared other non-public information with several parties. Of these potential third-party acquirers, sixteen (16) parties withdrew from the process prior to any meetings with ServiceSource’s management, seven (7) withdrew after meeting with ServiceSource’s management, and one (1) withdrew after additional due diligence on ServiceSource. Following the discussions with these parties in 2018, which did not result in the receipt of any indications of interest for a potential transaction involving ServiceSource, the Board and senior management determined to continue to execute ServiceSource’s stand-alone business plan.

In May 2019, as part of its evaluation of pursuing a potential acquisition or merger of a third party with ServiceSource, the Board again determined to have Centerview engage in a solicitation process to explore strategic alternatives for ServiceSource, including a potential sale of ServiceSource, and contacted twenty-three (23) parties, including seventeen (17) potential financial sponsors and six (6) potential strategic acquirers. ServiceSource entered into non-disclosure agreements with five (5) of the contacted parties and shared other non-public information with several parties. Of these parties, nine (9) participated in meetings with ServiceSource’s management. Following the management meetings, all of the potential third-party acquirers decided to not pursue a transaction with ServiceSource, and the Board and senior management continued to execute ServiceSource’s stand-alone business plan.

On February 18, 2021, ServiceSource held a Board meeting, where Gary Moore, Chairman and Chief Executive Officer of ServiceSource, and Chad Lyne, Chief Financial Officer of ServiceSource, discussed, among other things, previous interactions with Company A, including discussions between ServiceSource and Company A regarding a potential transaction and / or partnership between the companies beginning in 2018.

On March 30, 2021, Mr. Lyne emailed the CFO of Company A to reconnect regarding previous discussions.

On April 12, 2021, Mr. Moore and Mr. Lyne called the CFO of Company A, where the parties discussed industry trends and benefits of scale in the industry. The CFO of Company A provided a high-level update on Company A’s business and financials and noted that Company A would discuss internally whether a follow-up meeting would make sense.

On April 21, 2021, the CFO of Company A emailed Mr. Lyne, noting that the board of Company A discussed an opportunity with ServiceSource on April 20, 2021 and determined that they were supportive of exploratory conversations. As a result, the parties agreed to negotiate a non-disclosure agreement.

On May 4, 2021, ServiceSource sent an initial draft of a non-disclosure agreement to Company A. Between May 5, 2021 and May 14, 2021, ServiceSource and Company A exchanged comments to the non-disclosure agreement, and, on May 14, 2021, ServiceSource and Company A entered into the non-disclosure agreement.

On May 18, 2021, Company A provided ServiceSource with access to a virtual data room to share materials in preparation for a meeting between Company A and ServiceSource.

On May 19, 20 and 21, 2021, representatives of ServiceSource and Company A met and each party shared information related to their respective business, including: general business overview, client delivery

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capabilities, talent overview, client overview, go-to-market overview, and financial overview. On the last day of the meeting, the parties met to discuss next steps in a potential transaction.

On May 25, 2021, a representative of Company B contacted Mr. Moore to discuss Company B’s possible interest in acquiring ServiceSource. Later that same day, ServiceSource held a Board meeting to provide an update on meetings held May 19, 20, and 21 with Company A and to inform the Board of Company B’s interest in a potential transaction with ServiceSource.

On May 28, 2021, a representative of Company A emailed representatives of ServiceSource noting that Company A intended to put together an indication of interest that would outline a potential transaction between Company A and ServiceSource. In addition, Company A submitted a draft due diligence request to ServiceSource.

On May 29, 2021, Mr. Moore notified the Board that ServiceSource was expecting to receive an indication of interest from Company A.

On June 3, 2021, representatives of ServiceSource and Company B met to discuss a possible transaction, and to allow Company B to learn more about ServiceSource’s business. ServiceSource sent an initial draft of a non-disclosure agreement to Company B. Between June 4, 2021 and June 14, 2021, ServiceSource and Company B exchanged comments to the non-disclosure agreement, and, on June 14, 2021, ServiceSource and Company B entered into the non-disclosure agreement.

On June 8, 2021, ServiceSource and Company A held a meeting to discuss timing of a possible indication of interest and the structure of a potential transaction.

On June 12, 2021, a representative of Company A called Mr. Moore to further discuss the status of a possible transaction, noting that, while Company A intended to make an offer, that offer would not be forthcoming until after ServiceSource’s second quarter 2021 earnings release.

On June 14, 2021, Mr. Moore emailed the Board, summarizing his conversations with the representative of Company A regarding the status of a possible transaction and the expected timing of an offer.

On June 15, 2021, a representative of Company B emailed Mr. Lyne to schedule a call to better understand ServiceSource’s business. The call was scheduled for June 24, 2021, prior to which representatives of Company B emailed ServiceSource questions and topics to be discussed at the meeting.

On June 24, 2021, Company B and ServiceSource met to discuss ServiceSource’s business. Following the meeting, Mr. Moore emailed representatives of Company B additional information regarding ServiceSource.

On June 28, 2021, a representative of Company A emailed Mr. Moore and Mr. Lyne regarding ServiceSource’s upcoming second quarter earnings call and asked for an updated outlook for the second half of fiscal year 2021.

On July 9, 2021, ServiceSource and Company B met to discuss ServiceSource’s business.

On August 4, 2021, ServiceSource and Company A met to discuss ServiceSource’s business, and Company A noted that ServiceSource should expect an indication of interest the following week.

Also on August 4, 2021, ServiceSource and Company B met to discuss ServiceSource’s business. Mr. Moore subsequently emailed the Board to provide an update on the meetings.

On August 13, 2021, ServiceSource received an indication of interest from Company A (the “August 13, 2021 IOI”).The August 13, 2021 IOI proposed an acquisition of 100% of the ServiceSource Common Stock at a price of $1.44 per share. The closing price per share of ServiceSource Common Stock on NASDAQ on August 13, 2021 was $1.50 per share.

In August of 2021, ServiceSource endeavored to re-engage Centerview and, following negotiations between ServiceSource and Centerview, an engagement letter was entered into as of August 19, 2021.

On August 19, 2021, representatives of Davis Graham & Stubbs LLP (“DGS”), ServiceSource’s outside counsel, presented to the Board regarding fiduciary obligations. In addition, representatives of Centerview

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and DGS, ServiceSource’s management, and the Board discussed the August 13, 2021 IOI.At the meeting the Board determined that the purchase price per share was insufficient, and the Board instructed ServiceSource’s management to not move forward on the terms outlined in the August 13, 2021 IOI.

On August 20, 2021, representatives of ServiceSource and Company A had a telephone call to discuss the August 13, 2021 IOI. ServiceSource informed Company A that the Board had determined that the purchase price per share in the August 13, 2021 IOI was insufficient, but that ServiceSource believed in the potential strategic merits of a combination and that if Company A were to increase the price set forth in its proposal, ServiceSource would consider a revised indication of interest.

On August 25, 2021 and August 30, 2021, ServiceSource and Company B met to discuss Company B’s interest in submitting an indication of interest and potential transaction structures that were being contemplated by Company B.

On September 8, 2021, ServiceSource received an indication of interest (the “September 8, 2021 IOI”) from Company B. The September 8, 2021 IOI proposed an acquisition of between 51% and 100% of the ServiceSource Common Stock. The acquisition was to be structured in two tranches. In the first tranche, ServiceSource would sell Company B an amount of ServiceSource Common Stock equal to 20% of the outstanding ServiceSource Common Stock. In the second tranche, Company B would purchase an additional amount of ServiceSource Common Stock such that its total equity ownership in ServiceSource was between 51% and 100%. The September 8, 2021 IOI did not provide a purchase price for the shares of ServiceSource Common Stock but did state the purchase price (i) for the first tranche would be a premium to the volume weighted average price of ServiceSource Common Stock for the six-month period ending August 31, 2021 and (ii) for the second tranche would be no lower than price per share of ServiceSource Common Stock prior to the public announcement of the transaction.

On September 16, 2021, representatives of ServiceSource and Company B spoke regarding the September 8, 2021 IOI.

On September 17, 2021, the Board met to discuss the August 13, 2021 IOI and the September 8, 2021 IOI.

On September 27, 2021, representatives of ServiceSource and Company B met to discuss the September 8, 2021 IOI, including the structure of the transaction and the purchase price for the ServiceSource Common Stock. Company B responded to ServiceSource that it would consider making an offer for 100% of the ServiceSource Common Stock as opposed to the two tranche process.

On September 30, 2021, Company B sent ServiceSource an updated Indication of Interest (the “September 30, 2021 IOI”), which contemplated an acquisition of 100% of the outstanding equity of ServiceSource (inclusive of all outstanding ServiceSource Common Stock, Options, RSUs, and PSUs) based on an aggregate equity value of $135,965,185. As of September 30, 2021, ServiceSource had approximately 99,162,000 shares of ServiceSource’s Common Stock outstanding, 1,947,000 Options outstanding, and 8,485,000 RSUs and PSUs outstanding. Accordingly, the price per share of ServiceSource Common Stock equated to approximately $1.24 per share. The closing price per share of ServiceSource Common Stock on Nasdaq on September 30, 2021 was $1.35 per share.

Later, on September 30, 2021, representatives of ServiceSource and Company B met to discuss the September 30, 2021 IOI. Because the Board had previously directed Mr. Moore to decline prospective offers if the price per share was less than ServiceSource’s current stock price, members of ServiceSource’s management informed Company B that the purchase price per share was insufficient.

On October 13, 2021, a representative of Parent emailed Mr. Moore requesting a meeting. Following a brief discussion in which Parent’s representative expressed interest in potentially pursuing an acquisition of ServiceSource, Parent’s representative emailed Mr. Moore a non-disclosure agreement. On October 13, 2021 and October 14, 2021 ServiceSource and Parent exchanged comments to the non-disclosure agreement, and, on October 14, 2021, ServiceSource and Parent executed the non-disclosure agreement. Following the execution of the non-disclosure agreement, a representative of Parent emailed Mr. Moore a list of preliminary due diligence questions on October 14, 2021.

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On October 21, 2021, ServiceSource responded to the preliminary due diligence questions.

On October 29, 2021, representatives of ServiceSource and Parent met to discuss a potential transaction between ServiceSource and Parent.

Between October 29, 2021 and November 2, 2021, representatives of ServiceSource and Parent exchanged emails regarding due diligence questions relating to ServiceSource’s business, finances and operations.

On November 8, 2021, Parent sent ServiceSource an Indication of Interest (the “November 8, 2021 IOI”), which contemplated an acquisition of 100% of the outstanding equity of ServiceSource (inclusive of all outstanding ServiceSource Common Stock, Options, RSUs, and PSUs) for a purchase price $1.50 per share of ServiceSource Common Stock, without a financing condition.

On November 9, 2021, ServiceSource held a Board meeting where the Board further discussed the three opportunities under consideration.

On November 13, 2021, Mr. Moore emailed Parent and noted that the Board appreciated the November 8, 2021 IOI and authorized ServiceSource’s management to have further discussion with the hope that ServiceSource and Parent could share additional synergies and discuss a higher purchase price.

On November 22, 2021, ServiceSource held a Board meeting, where representatives of Centerview reviewed the most-recent acquisition proposals, including the November 8, 2021 IOI from Parent, current trading valuation of the ServiceSource Common Stock, and identified additional parties beyond Company A, Company B, and Parent to approach regarding a potential transaction. The Board approved a solicitation process that was targeted at four additional potential third-party strategic acquirers. The Board determined that a more targeted solicitation, unlike the wide-spread solicitation in 2018 and 2019, was in the best interest of ServiceSource and its stockholders as it would create a more competitive dynamic in which to evaluate the proposals from Company A, Company B, and Parent, while minimizing the risk of a market leak and potential disruption to ServiceSource’s business. The four additional potential third-party strategic acquirers were targeted due to their size and scale, perceived strategic fit, liquidity and capital resources to effect a transaction, the potential for meaningful synergies with ServiceSource, and their higher level of interest and engagement during the 2018 and 2019 solicitation processes. Following the meeting, representatives of ServiceSource and Centerview reached out to the four additional potential counterparties to a transaction.

On November 28, 2021, representatives of Company A emailed ServiceSource and stated that Company A was in the process of securing a formal board resolution to approve a revised indication of interest and requested updated pro forma financials from ServiceSource.

On December 2, 2021, ServiceSource held a Board meeting to provide status updates regarding the proactive outreach to the additional potential third party acquirers.

On December 3, 2021, Mr. Moore emailed Company A with financial updates, and representatives of Company A responded with a revised indication of interest (the “December 3, 2021 IOI”), which contemplated an acquisition of 100% of the outstanding equity of ServiceSource (inclusive of all outstanding ServiceSource Common Stock, Options, RSUs, and PSUs) for a purchase price $1.33 per share of ServiceSource Common Stock. The closing stock price for ServiceSource Common Stock was $1.02 on December 3, 2021.

On December 6, 2021, representatives of ServiceSource, Centerview, and Company A met to discuss the December 3, 2021 IOI. Following the meeting, representatives of Centerview contacted Company A to encourage Company A to revisit its valuation of ServiceSource.

On December 9, 2021, Company A sent a revised indication of interest (the “December 9, 2021 IOI”), which contemplated an acquisition of 100% of the outstanding equity of ServiceSource (inclusive of all outstanding ServiceSource Common Stock, Options, RSUs, and PSUs) for a purchase price $1.46 per share of ServiceSource Common Stock. The closing stock price for ServiceSource Common Stock was $1.09 on December 9, 2021.

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On December 10, 2021, representatives of ServiceSource attended a meeting with Parent. At the meeting, ServiceSource made a presentation to Parent’s management regarding ServiceSource. On the same day, representatives of ServiceSource met with the management team of one of the four additional third party strategic acquirers.

On December 17, 2021, ServiceSource opened a virtual data room to facilitate the due diligence process with Company A and Parent.

On December 20, 2021, Mr. Moore sent an email to Company B to determine if Company B was still interested in pursuing a transaction. Representatives of Company B responded that it wanted to establish financing before pursuing a transaction, and that it did not think that it was likely that it would be able to obtain the requisite financing.

During December, representatives of ServiceSource and Centerview engaged with the four additional potential third party strategic acquirers, one of which engaged in a management meeting, and none of which determined to proceed with further discussions.

Between January 5, 2022 and January 25, 2022, representatives of ServiceSource engaged in multiple due diligence meetings and exchanges with Company A and Parent.

On February 9, 2022, ServiceSource received an updated proposal from Company A regarding a potential transaction (the “February 9, 2022 Proposal”). In order to accommodate Company A’s ownership structure and tax status, the February 9, 2022 Proposal contemplated ServiceSource and Company A entering into two asset purchase agreements pursuant to which Company A would purchase all of the assets of ServiceSource for approximately $123,346,400, with an implied price per share of ServiceSource Common Stock of $1.34 per share. In addition, the February 9, 2022 Proposal contemplated (i) the purchase price was subject to a reduction for any severance benefits payable by ServiceSource, (ii) that a portion of the purchase price would be held back in the event of post-closing indemnification claims, (iii) a working capital adjustment, and (iv) that ServiceSource would continue to be a public company following the closing for the duration of the indemnification period and following the indemnification period ServiceSource would dissolve and distribute any remaining proceeds from the transaction to its stockholders. The closing stock price for ServiceSource Common Stock was $1.03 on February 9, 2022.

On February 10, 2022, the Board held a meeting, which was also attended by representatives of Centerview and DGS, where the Board reviewed a timeline of events since the beginning of August 2021; discussed the status of discussions with Parent; conducted a detailed review of Company A’s offer, including the proposed asset purchase structure and holdback mechanisms that would impact price; and ServiceSource’s valuation.

On February 11, 2022, representatives of Centerview, on behalf of ServiceSource, discussed the February 9, 2022 Proposal with representatives of Company A. During those discussions, representatives of Centerview discussed the importance of a transaction structure that would provide certainty to ServiceSource’s stockholders, unlike the structure in the February 9, 2022 Proposal. Company A’s representatives communicated that they understood the need for certainty for ServiceSource’s stockholder and stated that they would revise their offer.

Between February 11, 2022 and February 14, 2022, representatives of ServiceSource and Parent discussed Parent’s interest in proceeding with a transaction to acquire ServiceSource. Parent confirmed its interest and stated that it needed two to three weeks before it would be ready to present a reconfirmed offer to ServiceSource.

On February 15, 2022, representatives of ServiceSource and Company A met to review Company A’s financial analysis.

On February 16, 2022, rather than sending a revised proposal that would provide ServiceSource’s stockholder with certainty regarding the purchase price, Company A sent ServiceSource a slide deck with the same transaction structure described in the earlier February 9, 2022 Proposal. On that same day, representatives of ServiceSource, DGS, Company A, and its counsel attended a conference call to discuss the proposed transaction structure. During the call, ServiceSource and its representatives proposed an

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alternative transaction structure pursuant to which any assets that would affect Company A’s tax status would be transferred via an asset sale and, following such transfer, ServiceSource would merge into Company A, with Company A surviving the merger.

On February 25, 2022, representatives of ServiceSource and Company A held a telephone call to discuss open diligence matters.

On March 1, 2022, representatives of Centerview, on behalf of ServiceSource, met with representatives of Parent regarding the status of the proposal and next steps.

On March 2, 2022, representatives of ServiceSource met with Parent to provide an update on ServiceSource’s business.

On March 4, 2022, Parent sent ServiceSource an Indication of Interest (the “March 4, 2022 IOI”), which contemplated an acquisition of 100% of the outstanding equity of ServiceSource (inclusive of all outstanding ServiceSource Common Stock, Options, RSUs, and PSUs) for a purchase price $1.50 per share of ServiceSource Common Stock, without a financing condition. The closing stock price for ServiceSource Common Stock was $1.29 on March 4, 2022.

On March 7, 2022, representatives of Centerview, on behalf of ServiceSource, met with representatives of Company A, and Company A indicated that it would be okay with the transaction structure proposed by ServiceSource and its representatives at the February 16, 2022 meeting, and that the initial consideration per share of ServiceSource Common Stock would be $1.50 per share, but that Company A would still be requesting a purchase price reduction for certain matters, resulting in the consideration to ServiceSource’s stockholders being less than $1.50 per share. The closing stock price for ServiceSource Common Stock was $1.24 on March 7, 2022.

On March 9, 2022, ServiceSource received an updated proposal from Company A regarding a potential transaction (the “March 9, 2022 Proposal”). In order to accommodate Company A’s tax status, the March 9, 2022 Proposal contemplated ServiceSource and Company A entering into an asset purchase agreement pursuant to which Company A would purchase certain assets of ServiceSource that would be followed by a merger agreement between Company A and ServiceSource pursuant to which ServiceSource would merger into Company A. The March 9, 2022 Proposal contemplated a purchase price of $166,201,838, which would result in each ServiceSource stockholder receiving between $1.34 and $1.52 per share, depending on potential purchase price reductions for ServiceSource’s transaction costs and contractual severance obligations owed to its employees. However, ServiceSource determined that there was no scenario in which the amount paid to each ServiceSource stockholder would equal $1.52 per share of ServiceSource Common Stock because that amount assumed that (i) ServiceSource would not pay any of the severance amounts it was contractually obligated to pay its employees and (ii) an amount of transaction costs that were lower than ServiceSource’s current expectations. The closing stock price for ServiceSource Common Stock was $1.26 on March 9, 2022.

On March 10, 2022 the Board met with ServiceSource’s management, Centerview and DGS to consider the March 9, 2022 Proposal.

On March 11, 2022, representatives of Centerview, on behalf of ServiceSource, met with representatives of Company A to discuss the need for ServiceSource to receive price certainty in order to evaluate a proposal from Company A.

Also on March 11, 2022, representatives of Centerview, on behalf of ServiceSource, met with representatives of Parent to discuss the need for Parent to complete its diligence in order for ServiceSource to move forward with Parent.

On March 12, 2022, ServiceSource received a diligence plan from Parent, and Parent suggested that it wanted to set up certain diligence calls but that Parent would require exclusivity to keep the process moving forward.

On March 15, 2022, ServiceSource received an updated proposal from Company A regarding a potential transaction (the “First March 15, 2022 Proposal”). The First March 15, 2022 Proposal contemplated the same transaction structure as the March 9, 2022 Proposal, and a purchase price of

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$166,201,838. However, the First March 15, 2022 Proposal continued to contain additional problematic features that would potentially decrease the amount actually paid to ServiceSource stockholders. The features included (i) a working capital adjustment, (ii) a reduction to the purchase price for the payment of any severance amounts that ServiceSource was contractually obligated to make to its employees, and (iii) a reduction to the purchase price for the payment of any transaction expenses incurred by ServiceSource in the course of the transaction.

The closing stock price for ServiceSource Common Stock was $1.27 on March 15, 2022.

Later, on March 15, 2022, ServiceSource received an updated proposal from Company A regarding a potential transaction (the “Second March 15, 2022 Proposal” and together with the First March 15, 2022 Proposal the “March 15, 2022 Proposals”). The Second March 15, 2022 Proposal contemplated the same transaction structure as the First March 9, 2022 Proposal, and a purchase price of $151,886,786.10. However, the Second March 15, 2022 Proposal continued to contain additional problematic features that would potentially decrease the amount actually paid to ServiceSource stockholders. The features included (i) a working capital adjustment and (ii) a reduction to the purchase price for the payment of any transaction expenses incurred by ServiceSource in the course of the transaction.

On March 19, 2022, representatives of Centerview, on behalf of ServiceSource, met with representatives of Company A to discuss the March 15, 2022 Proposals and the March 15, 2022 Proposals’ failure to provide certainty regarding the amount payable to ServiceSource’s stockholders. Based on ServiceSource’s then-current expectation of the amount of severance that ServiceSource was contractually obligated to pay its employees and the anticipated transaction expenses, ServiceSource expected the amount that would actually be paid to ServiceSource’s stockholder to be less than $1.50 per share of ServiceSource Common Stock.

On March 22, 2022, ServiceSource received an updated proposal from Company A regarding a potential transaction (the “March 22, 2022 Proposal”). Representatives of Centerview, on behalf of ServiceSource, discussed the March 22, 2022 Proposal with representatives of Company A and noted that the proposal continued to be unclear regarding the amount of proceeds that would actually be paid to ServiceSource stockholders.

On March 23, 2022, Mr. Moore discussed with a representative of Parent the potential to increase the offer price. Parent’s representative communicated that the $1.50 per share offer price was best and final, and that exclusivity was a condition to moving forward.

On the same day, ServiceSource received another updated proposal from Company A regarding a potential transaction (the “March 23, 2022 Proposal”). The March 23, 2022 Proposal contemplated the same transaction structure as the March 9, 2022 Proposal, and a purchase price of $170,564,266; however, $6,500,000 of the purchase price would retained by ServiceSource and not distributed to its stockholders in order to pay the amount of severance that ServiceSource was contractually obligated to pay its employees and the anticipated transaction expenses. The March 23, 2022 Proposal anticipated that $1.51 per share of ServiceSource Common Stock would be paid to ServiceSource’s stockholders based on the current capitalization of ServiceSource. In addition, the March 23, 2022 Proposal stated that while Company A did not expect to have a financing contingency in the definitive agreements, it did expect to utilize borrowed funds to secure a portion of the consideration and that Company had not yet obtained commitments for such funds from lenders. The closing stock price for ServiceSource Common Stock was $1.29 on March 23, 2022.

On March 24, 2022, the Board met with ServiceSource’s management, Centerview and DGS to consider the March 23, 2022 Proposal from Company A and the March 4, 2022 IOI from Parent.

On March 25, 2022, a representative of Centerview, on behalf of ServiceSource, met with a representative of Parent regarding the terms of a potential merger agreement between ServiceSource and Parent, including termination fees, exclusivity provisions, and general alignment between the parties regarding “material adverse effect” language. On that same day, a representative of DGS, on behalf of ServiceSource, met with a representative of Parent to discuss the terms of a potential merger agreement between ServiceSource and Parent, and particularly the effect of the ongoing conflict between Ukraine and Russia.

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On March 28, 2022, at the request of the Board, ServiceSource’s management prepared a comparison of the March 23, 2022 Proposal from Company A and the March 4, 2022 IOI from Parent. ServiceSource distributed this comparison and proposed revisions to Parent’s IOI to the Board on March 29, 2022.

On March 29, 2022, after the reviewing the comparison of the March 23, 2022 Proposal from Company A and the March 4, 2022 IOI presented by ServiceSource’s management, the Board authorized ServiceSource to enter into the March 4, 2022 IOI with Parent, which granted exclusivity to Parent for a period of twenty (20) days with an automatic extension for a further twenty (20) days if the parties were working in good faith. The closing stock price for ServiceSource Common Stock was $1.30 on March 29, 2022. For a description of the considerations the Board considered when authorizing ServiceSource to enter into the March 4, 2022 IOI with Parent see “Reasons for the Merger — Comparison of Proposals” beginning on page 48 of this Proxy Statement).

Between March 30, 2022 and April 29, 2022, ServiceSource participated in multiple diligence calls and meetings with Parent and exchanged numerous e-mails regarding ServiceSource’s business, operations, and finances.

On April 6, 2022, Pillsbury Winthrop Shaw Pittman LLP (“PWSP”), Parent’s outside counsel, sent comments on the draft merger agreement to DGS that contained proposed changes to, among other things, the termination fee and fee triggers, the reimbursement of Parent’s expenses in the event the ServiceSource stockholders failed to approve the merger agreement, certain closing conditions and covenants related to anti-trust approval, the interim operating covenants applicable to ServiceSource, the treatment of ServiceSource’s outstanding equity awards, and the scope of ServiceSource’s representations and warranties. Over the course of the subsequent weeks, the parties and their respective advisors and outside counsel negotiated the open issues and through DGS and PWSP exchanged multiple drafts of the merger agreement and related disclosure schedules.

On April 22, 2022, the Board met with ServiceSource’s management, Centerview and DGS to receive an update on the negotiations of the potential transaction between ServiceSource and Parent and to ask ServiceSource’s management, Centerview and DGS questions related thereto.

On April 29, 2022, the Board met with ServiceSource’s management, Centerview and DGS to receive an update on the negotiations of the potential transaction between ServiceSource and Parent and to receive a review of the status and terms of the merger agreement, which was still in the process of being negotiated by the parties, and to ask ServiceSource’s management, Centerview and DGS questions related thereto. DGS also provided guidance to ServiceSource’s management regarding their fiduciary duties.

On May 2, 2022, Mr. Moore and Mr. Lyne met with representatives of Edenbrook and Archon regarding the potential transaction between ServiceSource and Parent, and Parent’s requirement that each of Edenbrook and Archon execute a voting agreement in support of the transaction. Over the course of the next week, the parties and their respective advisors negotiated the terms of the voting agreements.

Also on May 2, 2022, the Board met with ServiceSource’s management, Centerview and DGS to receive an update on the negotiations of the potential transaction between ServiceSource and Parent and to receive an update on the terms of the merger agreement and open issues related thereto and to ask ServiceSource’s management, Centerview and DGS questions related to the merger agreement and its negotiation.

During the morning of May 6, 2022, the Board met with ServiceSource’s management, Centerview and DGS to receive an update on the negotiations of the potential transaction between ServiceSource and Parent and to receive an update on the terms of the merger agreement, the open issues related thereto and to ask ServiceSource’s management, Centerview and DGS questions related to the terms of the merger agreement. In addition, representatives of DGS provided a detailed summary of the merger agreement and reviewed fiduciary duties with the Board. Representatives of Centerview then reviewed with the Board its financial analysis of the merger consideration.

During the evening of May 6, 2022, the Board met with ServiceSource’s management, Centerview and DGS to receive an update of the terms of the fully negotiated merger agreement. In addition, representatives of Centerview reviewed with the Board its financial analysis of the merger consideration, and rendered to the Board of Directors of ServiceSource an oral opinion, which was subsequently confirmed by delivery of

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a written opinion dated as of May 9, 2022, that, as of such date and based upon and subject to various assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken in preparing its opinion, the Merger Consideration to be paid to the holders of ServiceSource Common Stock (other than the Excluded Shares) pursuant to the Merger Agreement was fair, from a financial point of view, to such holders. For a detailed discussion of Centerview’s opinion, please see below under the section “Proposal 1: Adoption of the Merger Agreement — The Merger — Opinion of ServiceSource’s Financial Advisor”. Following a discussion of these matters, the Board unanimously determined that the Merger and the other transactions contemplated by the Merger Agreement are fair to, advisable and in the best interests of ServiceSource and its stockholders and adopted and approved the Merger Agreement, the Merger, and the other transactions contemplated thereby.

Recommendation of the Board and Reasons for the Merger

Recommendation of the Board to Adopt the Merger Agreement, Thereby Approving the Merger, the Merger Agreement and the Transactions Contemplated by the Merger Agreement

On May 6, 2022, the Board, after considering various factors, including those described in this section below, and after consultation with ServiceSource’s independent legal and financial advisors, unanimously (i) adopted and approved the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, (ii) determined that the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement are fair to, advisable and in the best interests of ServiceSource and its stockholders and (iii) resolved to unanimously recommend that the stockholders of ServiceSource vote in favor of the approval of the Merger, the Merger Agreement and the transactions contemplated thereby and the adoption of the Merger Agreement.

The Board unanimously recommends that you vote (i) “FOR” the “Merger Proposal”, (ii) “FOR” the “Non-Binding Compensation Proposal”, and (iii) “FOR” the “Adjournment Proposal”.

Reasons for the Merger

In recommending that ServiceSource’s stockholders vote in favor of the Merger proposal, the Board, including its independent directors, considered a number of potentially positive factors, including, but not limited to, the following (which factors are not necessarily presented in order of relative importance):

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Attractive Value. The Board believes that the Merger consideration represents attractive value for the shares of ServiceSource Common Stock, based on, among other things, the Board’s familiarity with ServiceSource’s current and historical financial condition, results of operations, business, competitive position and prospects, as well as ServiceSource’s business plan and potential long-term value; and, after a thorough review of the process conducted, the Board determined that $1.50 per share in cash pursuant to the terms of the Merger Agreement affords the best value reasonably available for holders of Common Stock.

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Form of Consideration. The Board considered that the Merger Consideration is all cash, which provides stockholders certainty of value and liquidity for their shares of Common Stock, as compared to stock consideration whose value fluctuates, while eliminating exposure to long term business and execution risks.

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Risks Inherent in ServiceSource’s Business Plan; Strategic Alternatives. The Board considered ServiceSource’s historic results of operations, short-term and long-term strategic goals and the ServiceSource Projections (which are described in the section entitled “The Merger — Projections Prepared by ServiceSource’s Management” beginning on page 57 of this Proxy Statement) and the perceived challenges and risks associated with ServiceSource’s ability to meet the ServiceSource Projections, as well as the risks and uncertainties described in the “risk factors” and “forward looking statements” sections of ServiceSource’s disclosures filed with the SEC, including that ServiceSource’s actual financial results in future periods could differ materially and adversely from the projected results. Following such review, the Board determined that the value offered to ServiceSource’s stockholders pursuant to the Merger Agreement is more favorable to ServiceSource’s stockholders than the alternative of remaining an independent public company.

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Premium to Market Prices. The Board considered that the Merger Consideration of $1.50 per share in cash, to be received by the holders of shares of Common Stock in the Merger, represents a significant premium over the market price at which shares of Common Stock traded at times before the March 4, 2022 IOI sent from Parent and before ServiceSource confirmed it was engaged in a strategic review process, including that the Merger consideration of $1.50 per share represents a premium of:

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47.1% over the unaffected closing stock price of ServiceSource Common Stock on May 6, 2022, the last trading day prior to the announcement of the Merger Agreement;

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27.1% over the unaffected 30-day volume weighted average stock price of ServiceSource Common Stock through May 6, 2022;

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31.0% over the unaffected 90-day volume weighted average stock price of ServiceSource Common Stock through May 6, 2022; and

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59.7% to the 52-week low closing stock price of ServiceSource Common Stock prior to May 6, 2022.

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Financial Analyses and Opinion of Centerview. The oral opinion of Centerview rendered to the Board of Directors of ServiceSource on May 6, 2022 which was subsequently confirmed by delivery of a written opinion dated as of May 9, 2022, that, as of such date and based upon and subject to the various assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by Centerview in preparing its opinion, the Merger Consideration to be paid to the holders of ServiceSource Common Stock (other than the Excluded Shares) pursuant to the Merger Agreement was fair, from a financial point of view, to such holders, as more fully described below under the section “Proposal 1: Adoption of the Merger Agreement — The Merger — Opinion of ServiceSource’s Financial Advisor.”

Robust Process. The Board considered ServiceSource’s business, prospects and alternatives over an extended period, during which ServiceSource performed (i) a solicitation process with twenty-four (24) potential third-party acquirers in 2017 and 2018, (ii) a solicitation process with twenty-three (23) potential third-party acquirers in 2019, and (iii) a market check in 2021 with four (4) additional potential third-party acquirers, in addition to the discussions and negotiations with Parent, Company A and Company B.

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Regulatory Considerations. The Board considered that, while the closing of the Merger is subject to certain regulatory approvals, there are not likely to be significant antitrust or other regulatory impediments to the closing of the Merger given the respective asset mixes of Parent and ServiceSource, as well as the Merger Agreement’s significant protection against any regulatory impediments that could arise, as described in “Regulatory Approvals” below.

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Timing of Closing. The Board considered that the Merger is anticipated to be completed in the second half of fiscal year 2022, a relatively expedient timeframe for closing that would mitigate the potential risks to the business during the interim operating period, including due to uncertainties experienced by clients, employees and other stakeholders.

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Arms-Length Negotiations. The Board considered that the Board and ServiceSource’s senior management, in coordination with ServiceSource’s independent legal and financial advisors, vigorously negotiated on an arms-length basis with Parent with respect to price and other terms and conditions of the Merger Agreement.

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Terms of the Merger Agreement. The Board considered that the terms of the Merger Agreement, including the respective representations, warranties, covenants and termination rights of the parties and the termination fee payable by ServiceSource, are reasonable and customary. The Board also believed that the terms of the Merger Agreement include the most favorable terms reasonably attainable from Parent.

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Conditions to the Consummation of the Merger; Likelihood of Closing. The Board considered the likelihood of satisfaction of conditions to closing and the consummation of the transactions contemplated by the Merger Agreement in light of the conditions in the Merger Agreement to the obligations of Parent and Acquisition Sub.

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Regulatory Approvals. The Board considered that the Merger Agreement requires that Parent and Acquisition Sub agree to use commercially reasonably efforts to avoid or eliminate each and every impediment and obtain all consents under any antitrust laws that may be required by any governmental authority so as to enable the parties to consummate the transactions contemplated by the Merger Agreement, including the Merger, as expeditiously as practicable (and in any event at least five (5) business days prior to the “termination date” (i.e., 5:00 p.m. (Mountain Time) on November 1, 2022, or such later date as more fully described in the section entitled “Terms of the Merger Agreement — Termination of the Merger Agreement”), including the actions described in the section entitled “Terms of the Merger Agreement — Efforts to Close the Merger” beginning on page 79 of this Proxy Statement.

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Ability to Respond to Certain Unsolicited Takeover Proposals. The Board considered that, while the Merger Agreement restricts ServiceSource’s ability to solicit competing bids to acquire ServiceSource, the Board has rights, under certain circumstances, to engage in discussions with, and provide information to, third parties submitting unsolicited takeover proposals and to terminate the Merger Agreement in order to enter into an alternative acquisition agreement that the Board determines to reflect a superior proposal, subject to payment of a $5.73 million termination fee. The Board further considered that the timing of the Merger would provide ample opportunity for any third parties to submit proposals and that the terms of the Merger Agreement, including the size of the termination fee (which is consistent with or below fees in comparable transactions), would be unlikely to deter such third parties from submitting such proposals.

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Change of Recommendation. The Board considered that it has the right to make an Adverse Recommendation Change to ServiceSource’s stockholders in the event of a superior proposal or an intervening event if the Board reasonably determines in good faith (after consultation with its outside legal counsel and financial advisors) that the failure to do so would be inconsistent with the directors’ fiduciary duties under applicable law, subject to payment of a $5.73 million termination fee if Parent and Acquisition Sub terminate the Merger Agreement.

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Stockholder Approval. The Board considered that the consummation of the Merger is subject to the approval of ServiceSource’s stockholders, who will have the opportunity to adopt or reject the Merger Agreement.

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Appraisal Rights. The Board considered the availability of appraisal rights with respect to the Merger for ServiceSource stockholders who properly exercise their rights under the DGCL, which would give these stockholders the ability to seek and be paid a judicially determined appraisal of the “fair value” of their shares at the completion of the Merger, as described in the section entitled “Appraisal Rights” beginning on page 90 of this Proxy Statement.

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Comparison of Proposals. The Board compared the key terms of the proposals received from bidders, including execution risk, relative price, certainty of value, regulatory certainty and anticipated timing to complete the transaction and determined that the transaction with Parent was superior to all other proposals received by ServiceSource. In particular the Board considered the March 23, 2022 Proposal from Company A that contemplated consideration in an amount up to $1.51 per share of ServiceSource Common Stock as compared to the March 4, 2022 IOI from Parent that contemplated consideration in amount equal to $1.50 per share of ServiceSource Common Stock. In comparing the two proposals, the Board considered the following:

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Company A had limited experience in acquiring companies and no experience in acquiring public companies, unlike Parent that had a robust history of acquiring companies, including a public company.

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Company A had insufficient funds on its balance sheet to complete the transaction and would need to obtain financing to consummate the transaction, unlike Parent that had sufficient liquidity to consummate the transaction without obtaining financing.

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The structure proposed by Company A involved the purchase of certain foreign assets and subsidiaries of ServiceSource in a separate transaction prior to the merger of ServiceSource into Company A. The proposed structure would likely have required ServiceSource to obtain

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additional consents from certain customers and landlords and require additional review by certain foreign governmental entities. In addition, the proposed structure would have required the negotiation of an additional purchase agreement between the parties, and resulted in increased tax complexity, which likely would have increased execution risk and the time necessary to reach agreement on definitive agreements and close the transaction, if ever. On the other hand, the reverse triangular merger structure proposed by Parent would likely allow for fewer third-party consents and a more expedited process and had more execution certainty.

•

The proposals made by Company A had significant variability, and the Board suspected that a reduction in the proposed purchase price was likely if Company A discovered any dis-synergies prior to signing the definitive agreements or as Company A completed its due diligence. Unlike Company A, Parent had consistently reaffirmed its purchase price of $1.50 per share of ServiceSource Common Stock; provided, however, that the Board did perceive that Parent may reduce its per share offer price if ServiceSource Common Stock were trading at a lower price given Parent’s concerns regarding paying too high of a premium for the ServiceSource Common Stock.

The Board also considered and balanced against the potentially positive factors a number of uncertainties, risks and other potentially negative factors in its deliberations concerning the Merger and the other transactions contemplated by the Merger Agreement, including, but not limited to, the following (which factors are not necessarily presented in order of relative importance):

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Amount of Consideration. The Board considered that the Merger consideration of $1.50 per share of ServiceSource Common Stock to be received by the holders of shares of ServiceSource Common Stock in the Merger is less than the up to $1.51 per share of ServiceSource Common Stock in the March 23, 2022 Proposal from Company A.

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No Stockholder Participation in Future Growth or Earnings. The Board considered that ServiceSource’s stockholders will lose the opportunity to realize the potential long-term value of the successful execution of ServiceSource’s current strategy as an independent public company.

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Impact of Announcement on ServiceSource. The Board considered that the announcement and pendency of the Merger, or the failure to consummate the Merger, may disrupt ServiceSource’s business operations or divert employees’ attention away from ServiceSource’s day-to-day operations, result in significant costs to ServiceSource or harm ServiceSource’s relationships with its employees and customers.

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Tax Treatment. The Board considered that the all-cash transaction would be taxable to holders of ServiceSource Common Stock for U.S. federal income tax purposes.

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Closing Certainty. The Board considered that there can be no assurance that all conditions to the parties’ obligations to consummate the Merger will be satisfied.

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Pre-Closing Covenants. The Board considered the restrictions on ServiceSource’s conduct of business prior to completion of the Merger contained in the Merger Agreement, which could delay or prevent ServiceSource from undertaking business opportunities that may arise or taking other actions with respect to its operations during the pendency of the Merger without Parent’s consent.

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No Solicitation. The Board considered the restrictions in the Merger Agreement on ServiceSource’s ability to solicit competing bids to acquire ServiceSource during the pendency of the Merger and that, subject to certain conditions set forth in the Merger Agreement, in the event of ServiceSource’s receipt of a Superior Proposal, ServiceSource is required to negotiate in good faith with Parent (if requested by Parent) regarding revisions to the Merger Agreement, which the Board must take into account in determining whether to enter into an alternative acquisition agreement with respect to such Superior Proposal.

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Adverse Recommendation Change. The Board considered the restrictions in the Merger Agreement on the Board’s ability to make an Adverse Recommendation Change, and that, subject to certain conditions set forth in the Merger Agreement, in the event of a potential Adverse Recommendation Change by the Board, ServiceSource is required to negotiate in good faith with Parent (if requested by

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Parent) regarding revisions to the Merger Agreement, which the Board must take into account in determining whether to make an Adverse Recommendation Change.

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Termination Fee. The Board considered the termination fee of $5.73 million that could become payable to Parent under specified circumstances, including upon the termination of the Merger Agreement in order to enter into an alternative acquisition agreement with respect to a Superior Proposal, which may discourage third parties that might otherwise have an interest in a business combination with, or acquisition of, ServiceSource from making unsolicited proposals (although the Board concluded that the termination fee is reasonable in amount, consistent with or below fees in comparable transactions and will not unduly deter any other party that might be interested in acquiring ServiceSource).

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Expense Reimbursement. The Board considered that if the Merger Agreement is terminated because the holders of ServiceSource Common Stock do not approve the Merger Proposal, ServiceSource will be required to pay Parent an amount equal to Parent’s actual expenses, in an amount not to exceed $1.5 million.

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Loss of Key Personnel. The Board considered the risk that, despite retention efforts prior to consummation of the Merger, ServiceSource may lose key personnel.

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Litigation. The Board considered the risk of potential litigation relating to the Merger that could be instituted against ServiceSource or its directors and officers, and the potential effects of any outcomes related thereto.

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Expenses. The Board considered the risk that, if the Merger is not consummated, ServiceSource will, with certain exceptions, be required to pay its own expenses associated with the Merger Agreement and the Merger.

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Director and Officer Interests. The Board considered that ServiceSource’s directors and officers may have interests in the Merger that are different from, or in addition to, those of ServiceSource stockholders generally, as described in the section entitled “Security Ownership of Certain Beneficial Owners and Management” beginning on page 89 of this Proxy Statement.

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Risk Factors; Forward-Looking Statements. The Board considered risks of the type and nature described under “Cautionary Statement Regarding Forward-Looking Statements”.

After taking into account all of the factors set forth above, as well as others, the Board concluded that the risks, uncertainties, restrictions and potentially negative factors associated with the Merger were outweighed by the potential benefits of, and potentially positive factors associated with, the Merger to ServiceSource’s stockholders.

The foregoing discussion of factors considered by the Board is not intended to be exhaustive but summarizes the material factors considered by the Board. In light of the variety of factors considered in connection with their evaluation of the Merger Agreement and the Merger, the Board did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific factors considered in reaching their determinations and recommendations. Moreover, each member of the Board applied his or her own personal business judgment to the process and may have given different weight to different factors. The Board did not undertake to make any specific determination as to whether any factor, or any particular aspect of any factor, supported or did not support its ultimate determinations. The Board based its recommendations on the totality of the information presented, including thorough discussions with, and questioning of, ServiceSource’s senior management and the Board’s independent legal and financial advisors. This explanation of the reasoning of the Board and certain information presented in this section is forward-looking in nature and should be read in light of the factors set forth in the section entitled “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 27 of this Proxy Statement.

Opinion of ServiceSource’s Financial Advisor

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referred to as the “Transaction” throughout this section and the summary of Centerview’s opinion above under the section “Summary — Opinion of ServiceSource’s Financial Advisor”. In connection with this engagement, the Board of Directors of ServiceSource requested that Centerview evaluate the fairness, from a financial point of view, to the holders of ServiceSource Common Stock (other than the Excluded Shares) proposed to be paid to such holders pursuant to the Merger Agreement. On May 6, 2022, Centerview rendered to the Board of Directors of ServiceSource its oral opinion, which was subsequently confirmed by delivery of a written opinion dated May 9, 2022, that, as of such date and based upon and subject to the various assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by Centerview in preparing its opinion, the Merger Consideration proposed to be paid to the holders of ServiceSource Common Stock (other than the Excluded Shares) pursuant to the Merger Agreement was fair, from a financial point of view, to such holders.

The full text of Centerview’s written opinion, dated May 9, 2022, which describes the various assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by Centerview in preparing its opinion, is attached as Annex B and is incorporated herein by reference. Centerview’s financial advisory services and opinion were provided for the information and assistance of the Board of Directors of ServiceSource (in their capacity as directors and not in any other capacity) in connection with and for purposes of its consideration of the Transaction and Centerview’s opinion addressed only the fairness, from a financial point of view, as of the date thereof, to the holders of ServiceSource Common Stock (other than the Excluded Shares) of the Merger Consideration to be paid to such holders pursuant to the Merger Agreement. Centerview’s opinion did not address any other term or aspect of the Merger Agreement or the Transaction and does not constitute a recommendation to any stockholder of ServiceSource or any other person as to how such stockholder or other person should vote with respect to the Merger or otherwise act with respect to the Transaction or any other matter.

In connection with rendering the opinion described above and performing its related financial analyses, Centerview reviewed, among other things:

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a draft of the Merger Agreement dated April 26, 2022, referred to in this summary of Centerview’s opinion as the “Draft Merger Agreement”;

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Annual Reports on Form 10-K of ServiceSource for the years ended 2019, 2020 and 2021;

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certain interim reports to stockholders and Quarterly Reports on Form 10-Q of ServiceSource;

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certain other communications from ServiceSource to its stockholders; and

•

certain internal information relating to the business, operations, earnings, cash flow, assets, liabilities and prospects of ServiceSource, including certain financial forecasts, analyses and projections relating to ServiceSource prepared by management of ServiceSource and furnished to Centerview by ServiceSource for purposes of Centerview’s analysis, which are referred to in this summary of Centerview’s opinion as the “Forecasts,” and which are collectively referred to in this summary of Centerview’s opinion as the “Internal Data.”

Centerview also participated in discussions with members of the senior management and representatives of ServiceSource regarding their assessment of the Internal Data. In addition, Centerview reviewed publicly available financial and stock market data, including valuation multiples, for ServiceSource and compared that data with similar data for certain other companies, the securities of which are publicly traded, in lines of business that Centerview deemed relevant. Centerview also compared certain of the proposed financial terms of the Transaction with the financial terms, to the extent publicly available, of certain other transactions that Centerview deemed relevant, and conducted such other financial studies and analyses and took into account such other information as Centerview deemed appropriate.

Centerview assumed, without independent verification or any responsibility therefor, the accuracy and completeness of the financial, legal, regulatory, tax, accounting and other information supplied to, discussed with, or reviewed by Centerview for purposes of its opinion and, with ServiceSource’s consent, Centerview

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relied upon such information as being complete and accurate. In that regard, Centerview assumed, at ServiceSource’s direction, that the Internal Data (including, without limitation, the Forecasts) were reasonably prepared on bases reflecting the best currently available estimates and judgments of the management of ServiceSource as to the matters covered thereby and Centerview relied, at ServiceSource’s direction, on the Internal Data for purposes of Centerview’s analysis and opinion. Centerview expressed no view or opinion as to the Internal Data or the assumptions on which it was based. In addition, at ServiceSource’s direction, Centerview did not make any independent evaluation or appraisal of any of the assets or liabilities (contingent, derivative, off-balance-sheet or otherwise) of ServiceSource, nor was Centerview furnished with any such evaluation or appraisal, and was not asked to conduct, and did not conduct, a physical inspection of the properties or assets of ServiceSource. Centerview assumed, at ServiceSource’s direction, that the final executed Merger Agreement would not differ in any respect material to Centerview’s analysis or opinion from the Draft Merger Agreement reviewed by Centerview. Centerview also assumed, at ServiceSource’s direction, that the Transaction will be consummated on the terms set forth in the Merger Agreement and in accordance with all applicable laws and other relevant documents or requirements, without delay or the waiver, modification or amendment of any term, condition or agreement, the effect of which would be material to Centerview’s analysis or Centerview’s opinion and that, in the course of obtaining the necessary governmental, regulatory and other approvals, consents, releases and waivers for the Transaction, no delay, limitation, restriction, condition or other change will be imposed, the effect of which would be material to Centerview’s analysis or Centerview’s opinion. Centerview did not evaluate and did not express any opinion as to the solvency or fair value of ServiceSource, or the ability of ServiceSource to pay its obligations when they come due, or as to the impact of the Transaction on such matters, under any state, federal or other laws relating to bankruptcy, insolvency or similar matters. Centerview is not a legal, regulatory, tax or accounting advisor, and Centerview expressed no opinion as to any legal, regulatory, tax or accounting matters.

Centerview’s opinion expressed no view as to, and did not address, ServiceSource’s underlying business decision to proceed with or effect the Transaction, or the relative merits of the Transaction as compared to any alternative business strategies or transactions that might be available to ServiceSource or in which ServiceSource might engage. Centerview’s opinion was limited to and addressed only the fairness, from a financial point of view, as of the date of Centerview’s written opinion, to the holders of the ServiceSource Common Stock (other than the Excluded Shares) of the Merger Consideration to be paid to such holders pursuant to the Merger Agreement. For purposes of its opinion, Centerview was not asked to, and Centerview did not, express any view on, and its opinion did not address, any other term or aspect of the Merger Agreement or the Transaction, including, without limitation, the structure or form of the Transaction, or any other agreements or arrangements contemplated by the Merger Agreement or entered into in connection with or otherwise contemplated by the Transaction, including, without limitation, the fairness of the Transaction or any other term or aspect of the Transaction to, or any consideration to be received in connection therewith by, or the impact of the Transaction on, the holders of any other class of securities, creditors or other constituencies of ServiceSource or any other party. In addition, Centerview expressed no view or opinion as to the fairness (financial or otherwise) of the amount, nature or any other aspect of any compensation to be paid or payable to any of the officers, directors or employees of ServiceSource or any party, or class of such persons in connection with the Transaction, whether relative to the Merger Consideration to be paid to the holders of the ServiceSource Common Stock (other than the Excluded Shares) pursuant to the Merger Agreement or otherwise. Centerview’s opinion was necessarily based on financial, economic, monetary, currency, market and other conditions and circumstances as in effect on, and the information made available to Centerview as of, the date of Centerview’s written opinion, and Centerview does not have any obligation or responsibility to update, revise or reaffirm its opinion based on circumstances, developments or events occurring after the date of Centerview’s written opinion. Centerview’s opinion does not constitute a recommendation to any stockholder of ServiceSource or any other person as to how such stockholder or other person should vote with respect to the Merger or otherwise act with respect to the Transaction or any other matter. Centerview’s financial advisory services and its written opinion were provided for the information and assistance of the Board of Directors of ServiceSource (in their capacity as directors and not in any other capacity) in connection with and for purposes of its consideration of the Transaction. The issuance of Centerview’s opinion was approved by the Centerview Partners LLC Fairness Opinion Committee.

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Summary of Centerview Financial Analysis

The following is a summary of the material financial analyses prepared and reviewed with the Board of Directors of ServiceSource in connection with Centerview’s opinion, dated as of May 9, 2022. The summary set forth below does not purport to be a complete description of the financial analyses performed or factors considered by, and underlying the opinion of, Centerview, nor does the order of the financial analyses described represent the relative importance or weight given to those financial analyses by Centerview. Centerview may have deemed various assumptions more or less probable than other assumptions, so the reference ranges resulting from any particular portion of the analyses summarized below should not be taken to be Centerview’s view of the actual value of ServiceSource. Some of the summaries of the financial analyses set forth below include information presented in tabular format. In order to fully understand the financial analyses, the tables must be read together with the text of each summary, as the tables alone do not constitute a complete description of the financial analyses performed by Centerview. Considering the data in the tables below without considering all financial analyses or factors or the full narrative description of such analyses or factors, including the methodologies and assumptions underlying such analyses or factors, could create a misleading or incomplete view of the processes underlying Centerview’s financial analyses and its opinion.

In performing its analyses, Centerview made numerous assumptions with respect to industry performance, general business and economic conditions and other matters, many of which are beyond the control of ServiceSource or any other parties to the Transaction. None of ServiceSource, Parent, Merger Sub or Centerview or any other person assumes responsibility if future results are materially different from those discussed. Any estimates contained in these analyses are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than as set forth below. In addition, analyses relating to the value of ServiceSource do not purport to be appraisals or reflect the prices at which ServiceSource may actually be sold. Accordingly, the assumptions and estimates used in, and the results derived from, the financial analyses are inherently subject to substantial uncertainty. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before May 5, 2022 and is not necessarily indicative of current market conditions.

Selected Public Company Analysis

Centerview reviewed and compared certain financial information, ratios and multiples for ServiceSource to corresponding financial information, ratios and multiples for publicly traded companies that Centerview deemed comparable, based on its experience and professional judgment, to ServiceSource, which selected publicly traded companies are referred to in this summary of Centerview’s opinion as the selected ServiceSource comparison companies. The selected companies consisted of:

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Atento SA (NYSE: ATTO)

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Ibex Ltd. (NASDAQ: IBEX)

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StarTek, Inc. (NYSE: SRT)

Although none of the selected companies used in this analysis is directly comparable to ServiceSource, these companies were selected, among other reasons, because they are publicly traded companies with certain operational and financial characteristics, which, for purposes of its analyses, Centerview considered to be similar to those of ServiceSource. However, because none of the selected companies is exactly the same as ServiceSource, Centerview believed that it was inappropriate to, and therefore did not, rely solely on the quantitative results of the selected public company analysis. Accordingly, Centerview also made qualitative judgments, based on its experience and professional judgment, concerning differences between the business, financial and operating characteristics and prospects of ServiceSource and the selected companies that could affect the public trading values of each in order to provide a context in which to consider the results of the quantitative analysis.

Using publicly available information obtained from SEC filings, Wall Street research analyst consensus estimates and other data sources as of May 5, 2022, Centerview calculated, for each selected ServiceSource comparison companies the following figures, ratios and multiples: (i) market value of common equity (determined using the treasury stock method and taking into account outstanding in-the-money options,

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other equity awards and other convertible securities, as applicable), (ii) enterprise value (calculated as the market value of common equity determined using the treasury stock method and taking into account outstanding in-the-money options, other equity awards and other convertible securities, as applicable, plus debt and less cash, after giving effect to certain adjustments for minority interest and contingent consideration), (iii) projected revenue growth for the calendar year 2021 to calendar year 2022, and (iv) enterprise value as a multiple of revenue. These analyses resulted in a median revenue growth percentage of 4% and a median multiple of enterprise value to projected revenue for calendar year 2022 of 0.6x, in each case, for such selected ServiceSource comparison companies.

The resulting data were as follows:

	Enterprise Value/Revenue
	Atento SA			0.7x
	Ibex Ltd.			0.6x
	StarTek, Inc.			0.4x
	Median			0.6x

Based on its analysis and other considerations that Centerview deemed relevant in its professional judgment and experience, Centerview selected a reference range of enterprise value to projected revenue multiples for the calendar year 2022 of 0.4x to 0.7x. In selecting this reference range, Centerview made qualitative judgments based on its experience and professional judgment concerning differences between the business, financial and operating characteristics of ServiceSource and the selected companies that could affect their public trading values in order to provide a context in which to consider the results of the quantitative analysis. These qualitative judgments related, among other things, to the differing sizes, growth prospects, and commercial profiles and degree of operational risk between ServiceSource and such comparable companies. Centerview applied the revenue multiple reference range to ServiceSource’s projected revenue for the calendar year 2022 of $205 million, as set forth in the Internal Data, to derive a range of implied equity values for ServiceSource. Centerview then divided these implied equity values by the number of fully-diluted outstanding shares of ServiceSource Common Stock (determined using the treasury stock method and taking into account outstanding in-the-money options, restricted stock units and performance stock units) as of May 5, 2022 as set forth in the Internal Data, resulting in an implied per share equity value range for the ServiceSource Common Stock of approximately $0.93 to $1.50. Centerview then compared this range to the $1.50 per Share in cash, without interest, proposed to be paid to the holders of ServiceSource Common Stock (other than the Excluded Shares) pursuant to the Merger Agreement.

Selected Transaction Analysis

Centerview reviewed and compared certain information relating to the following selected transactions that Centerview, based on its experience and professional judgment (which are referred to as the “selected transactions” in this summary of Centerview’s opinion), deemed relevant to consider in relation to ServiceSource and the Merger.

However, because none of the selected transactions used in this analysis is identical or directly comparable to the Merger, Centerview believed that it was inappropriate to, and therefore did not, rely solely on the quantitative results of the selected transaction analysis. Accordingly, Centerview also made qualitative judgments, based on its experience and professional judgment, concerning differences between the operational, business or financial characteristics of ServiceSource and each target company as well as the Merger and the selected transactions that could affect the transaction values of each in order to provide a context in which to consider the results of the quantitative analysis. Although none of the selected transactions is directly comparable to the Merger, the selected transactions listed below were selected, among other reasons, based on Centerview’s experience and professional judgment, because the selected transactions have certain characteristics that, for the purposes of this analysis, may be considered similar to certain characteristics of the Merger. The reasons for and the circumstances surrounding each of the selected transactions analyzed were diverse and there are inherent differences in the business, operations, financial conditions and prospects of ServiceSource and the target companies included in the selected transactions analysis.

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Using publicly available information obtained from SEC filings and other data sources, Centerview calculated, for each selected transaction, among other things, the enterprise value implied for the applicable target company based on the consideration payable in the applicable selected transaction, as a multiple of the target company’s revenue for the last 12-month period (which is referred to as “LTM”) (such multiple is referred to, with respect to the selected transaction, as the “EV/LTM Revenue Multiple”), for which financial information had been made public at the time of the announcement of such transactions, except as otherwise noted.

The selected transactions considered in this analysis are summarized below:

Date
Announced

Acquiror

Target

EV/LTM
Revenue
Multiple

March 2018

Startek, Inc.

Aegis Ltd.

0.6x

December 2016

Altor Equity Partners

Transcom WorldWide AB

0.4x

July 2016

Convergys Corporation

Buw Management Holding GmbH & Co. KG

0.8x

January 2015

Alorica, Inc.

West Corp. – Agent Services

0.5x

January 2014

Convergys Corporation

Stream Global Services, Inc.

0.8x

September 2013

Concentrix

IBM Customer Care

0.4x

October 2009

Sykes Enterprises, Incorporated

ICT Group, Inc.

0.5x(1)

Mean

0.6x

Median

0.5x

(1)

Reflects NTM revenue after closing, estimated at time of announcement.

Based on its analysis of the relevant metrics for each of the target companies in the selected transactions and other considerations that Centerview deemed relevant in its professional judgment and experience, Centerview selected a reference range of EV/LTM Revenue Multiples of 0.4x to 0.8x. In selecting this reference range, Centerview made qualitative judgments based on its experience and professional judgment concerning differences between the business, financial and operating characteristics and prospects of ServiceSource and the target companies included in the selected transactions and other factors that could affect the public trading, acquisition or other values of such companies or ServiceSource.

Centerview applied this reference range to ServiceSource’s LTM Revenue of $198 million as set forth in the Internal Data, to derive a range of implied equity values for ServiceSource. Centerview then divided these implied equity values by the number of fully-diluted outstanding shares of ServiceSource Common Stock (determined using the treasury stock method and taking into account outstanding in-the-money options, restricted stock units and performance stock units) as of May 5, 2022 as set forth in the Internal Data, an implied per share equity value range for the ServiceSource Common Stock of $0.91 to $1.63. Centerview then compared this range to the $1.50 per Share in cash, without interest, proposed to be paid to the holders of ServiceSource Common Stock (other than the Excluded Shares) pursuant to the Merger Agreement.

Discounted Cash Flow Analysis

Centerview performed a discounted cash flow analysis of ServiceSource based on the Forecasts, as set forth in the Internal Data as further described below under section “Proposal 1: Adoption of the Merger Agreement — The Merger — Projections Prepared by ServiceSource’s Management” beginning on page 57 of this Proxy Statement and the calculations of after-tax unlevered free cash flows based thereon. A discounted cash flow analysis is a traditional valuation methodology used to derive a valuation of an asset or set of assets by calculating the “present value” of estimated future cash flows of the asset or set of assets. “Present value” refers to the current value of future cash flows and is obtained by discounting those future cash flows by a discount rate that takes into account macroeconomic assumptions and estimates of risk, the opportunity cost of capital, expected returns and other appropriate factors.

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In performing this analysis, Centerview calculated an implied per share equity range for ServiceSource Common Stock by discounting to present value as of March 31, 2022 using discount rates ranging from 13.25% to 15.50% (reflecting Centerview’s analysis of ServiceSource’s weighted average cost of capital), the forecasted unlevered free cash flows of ServiceSource based on the Forecasts during the period beginning the second quarter of 2022, and ending in December 2025 and extrapolation beginning the first quarter of 2026, and ending in December 2031, and forecasted use of federal net operating loss carryforwards through 2034. The implied terminal value of ServiceSource at the end of the forecast period was estimated by using perpetuity growth rates ranging from 0% to 3.0%. For purposes of this analysis, stock-based compensation was treated as a cash expense.

Based on its analysis, Centerview calculated a range of implied enterprise values of ServiceSource. Centerview subtracted from this range of implied enterprise values ServiceSource’s net debt of approximately $20 million as of March 31, 2022, to derive a range of implied equity values for ServiceSource. Centerview then divided this range of implied equity values by the number of fully-diluted outstanding shares of ServiceSource Common Stock as set forth in the Internal Data (calculated as of May 5, 2022) to derive a range of implied values of ServiceSource Common Stock of $1.38 to $1.86 per share. Centerview then compared this range to the $1.50 per Share in cash, without interest, proposed to be paid to the holders of ServiceSource Common Stock (other than the Excluded Shares) pursuant to the Merger Agreement.

Other Factors

Centerview noted for the Board of Directors of ServiceSource certain additional factors solely for informational purposes, including, among other things, the following:

•

Historical Stock Price Trading Analysis: Centerview reviewed historical intraday trading prices of ServiceSource Common Stock during the LTM period ending on May 5, 2022, which reflected low and high stock intraday prices for ServiceSource Common Stock during such period of $0.94 to $1.58 per share;

•

Premiums Paid Analysis: Centerview reviewed the control premiums paid or payable in certain change of control transactions involving publicly traded target companies for which premium data was available in order to compare the premium paid over ServiceSource’s present and historical share prices to that paid in past transactions (for transactions valued between $100 million and $500 million, within the last ten years). For each such transaction, Centerview calculated the premiums in this analysis by comparing the per share acquisition price in each transaction to the closing price of the target company’s common stock for the date one week and 30 days prior to the date on which the trading price of the target’s common stock was perceived to be affected by a potential transaction. Based on the analysis above and other considerations that Centerview deemed relevant in its professional judgment, Centerview applied a range of 15% to 60% to ServiceSource Common Stock price of $1.04 as of May 5, 2022, which resulted in an implied price range of $1.20 to $1.66 per share of ServiceSource Common Stock; and

•

Stock-Based Compensation Scenarios: Centerview also evaluated alternative scenarios assuming a range of higher stock-based compensation based on management guidance as set forth in the Internal Data to reflect different market conditions, competition for talent and potential need to utilize stock to attract and retain key management. Centerview derived a range of implied impact to discounted cash flow value of negative ($0.09) to ($0.25), using discount rates ranging from 13.25% to 15.50% and perpetuity growth rates ranging from 0% to 3.0%.

General

The preparation of a financial opinion is a complex analytical process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, a financial opinion is not readily susceptible to summary description. In arriving at its opinion, Centerview did not draw, in isolation, conclusions from or with regard to any factor or analysis that it considered. Rather, Centerview made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of the analyses.

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Centerview’s financial analyses and opinion were only one of many factors taken into consideration by the Board of Directors of ServiceSource in its evaluation of the Transaction. Consequently, the analyses described above should not be viewed as determinative of the views of the Board of Directors or management of ServiceSource with respect to the Merger Consideration or as to whether the Board of Directors of ServiceSource would have been willing to determine that a different consideration was fair. The consideration for the transaction was determined through arm’s-length negotiations between ServiceSource and Parent and was approved by the Board of Directors of ServiceSource. Centerview provided advice to ServiceSource during these negotiations. Centerview did not, however recommend any specific amount of consideration to ServiceSource or the Board of Directors or that any specific amount of consideration constituted the only appropriate consideration for the transaction.

Centerview is a securities firm engaged directly and through affiliates and related persons in a number of investment banking, financial advisory and merchant banking activities. In the two years prior to the date of its written opinion, except for its current engagement, Centerview had not been engaged to provide financial advisory or other services to ServiceSource, and Centerview did not receive any compensation from ServiceSource during such period. In the two years prior to the date of its written opinion, Centerview had not been engaged to provide financial advisory or other services to Parent, and Centerview did not receive any compensation from Parent during such period. Centerview may provide financial advisory and other services to or with respect to ServiceSource or Parent or their respective affiliates in the future, for which Centerview may receive compensation. Certain (i) of Centerview and Centerview’s affiliates’ directors, officers, members and employees, or family members of such persons, (ii) of Centerview’s affiliates or related investment funds and (iii) investment funds or other persons in which any of the foregoing may have financial interests or with which they may co-invest, may at any time acquire, hold, sell or trade, in debt, equity and other securities or financial instruments (including derivatives, bank loans or other obligations) of, or investments in, ServiceSource, Parent, or any of their respective affiliates, or any other party that may be involved in the Transaction.

The Board of Directors of ServiceSource selected Centerview as its financial advisor in connection with the Transaction based on Centerview’s reputation and experience. Centerview is an internationally recognized investment banking firm that has substantial experience in transactions similar to the Transaction.

In connection with Centerview’s services as the financial advisor to the Board of Directors of ServiceSource, ServiceSource has agreed to pay Centerview an aggregate fee of $5,326,536, $1,000,000 of which was payable upon the rendering of Centerview’s opinion and $4,326,536 of which is payable contingent upon consummation of the Transaction. In addition, ServiceSource has agreed to reimburse certain of Centerview’s expenses arising, and to indemnify Centerview against certain liabilities that may arise, out of Centerview’s engagement.

Projections Prepared by ServiceSource’s Management

In connection with ServiceSource’s review of strategic alternatives, ServiceSource’s management prepared unaudited forecasted financial information of ServiceSource for fiscal year 2022 through fiscal year 2025 (the “ServiceSource Projections”), which were used by the Board in connection with its review of strategic alternatives. The ServiceSource Projections were also used by Centerview for purposes of preparing its financial analyses and fairness opinion provided to the Board and dated May 9, 2022 in connection with its consideration of the transactions contemplated by the Merger, as described in the section entitled “The Merger — Opinion of ServiceSource’s Financial Advisor” beginning on page 50 of this Proxy Statement. The ServiceSource Projections were initially prepared in February 2022, and then updated in April 2022 to reflect ServiceSource’s preliminary first quarter 2022 financial results and roll-forward outlook to include updated lease projections assuming ServiceSource’s existing footprint, a partial return to office and additions to replace expiring right of use assets in future years. The ServiceSource Projections treat ServiceSource on a stand-alone basis without giving effect to, and as if ServiceSource never contemplated, the Merger, including the impact of negotiating or executing the Merger Agreement, the expenses that may be incurred in connection with consummating the Merger, the effect of any business or strategic decision or action that has been or will be taken as a result of the Merger Agreement having been executed or the effect of any business or strategic decisions or actions which would likely have been taken if the Merger Agreement had not been executed but which were instead altered, accelerated, postponed or not taken in anticipation of the Merger.

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ServiceSource does not issue quarterly or annual financial guidance, and as a matter of course, ServiceSource does not make public projections as to future performance. The ServiceSource Projections were not prepared with a view toward public disclosure and the summary thereof is included in this Proxy Statement only because such information was made available to the Board in connection with its review of strategic alternatives and to Centerview for purposes of preparing its financial analyses and fairness opinion provided to the Board on May 6, 2022 in connection with its consideration of the transactions contemplated by the Merger, as described in the section entitled “The Merger — Opinion of ServiceSource’s Financial Advisor” beginning on page 50 of this Proxy Statement. The summary of the ServiceSource Projections is not being included in this Proxy Statement to influence your decision whether to vote for the proposal to adopt the Merger Agreement. The ServiceSource Projections were not prepared with a view toward compliance with the published guidelines established by the SEC or the American Institute of Certified Public Accountants for preparation or presentation of prospective financial information, or GAAP (and the ServiceSource Projections do not include footnote disclosures as may be required by GAAP). Neither Ernst & Young LLP, ServiceSource’s independent registered public accounting firm (“E&Y”), nor any other audit firm has audited, reviewed, examined, compiled nor applied agreed-upon procedures with respect to the ServiceSource Projections and, accordingly, E&Y has not expressed an opinion or any other form of assurance with respect thereto. The E&Y report included in ServiceSource’s Annual Report on Form 10-K for the year ended December 31, 2021, which is incorporated by reference into this Proxy Statement, relates to ServiceSource’s historical financial information and does not extend to the ServiceSource Projections and should not be read to do so.

The ServiceSource Projections are subject to estimates and assumptions in many respects and, as a result, subject to interpretation. While presented with numerical specificity, the ServiceSource Projections are based upon a variety of estimates and assumptions that are inherently uncertain, though considered reasonable by ServiceSource management as of the date of their preparation. These estimates and assumptions may prove to be inaccurate for any number of reasons, including general economic conditions, competition and the risks discussed in this Proxy Statement under the section entitled “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 27 of this Proxy Statement. The ServiceSource Projections also reflect assumptions as to certain business decisions that are subject to change. There can be no assurance that the projections contained in the ServiceSource Projections will be realized, and actual results may differ materially from those shown therein. Generally, the further out the period to which ServiceSource Projections relate, the more unreliable the information becomes.

The information in the ServiceSource Projections is not factual and should not be relied upon as being necessarily indicative of future results, and ServiceSource’s stockholders are cautioned not to place undue reliance on the ServiceSource Projections. The ServiceSource Projections should be evaluated, if at all, in conjunction with the historical financial statements and other information regarding ServiceSource contained in ServiceSource’s public filings with the SEC.

Certain of the measures included in the ServiceSource Projections may be considered non-GAAP financial measures, and should not be considered in isolation from, or as a substitute for or superior to, financial information presented in compliance with GAAP. ServiceSource defines (i) EBITDA as net income (loss) plus provision for income tax expense (benefit), interest and other expense (income), net and depreciation and amortization, and (ii) Adjusted EBITDA as EBITDA plus stock-based compensation, restructuring and other related costs and amortization of contract acquisition costs related to the initial adoption of ASC 606. Unlevered free cash flow is calculated as earnings before interest expense and taxes (EBIT), less stock-based compensation expense, less tax expense, plus depreciation and amortization expense (including internally developed software amortization), plus amortization of right of use assets, less changes in operating lease liabilities, less capital expenditures (including capitalized internally developed software), less changes in net working capital. Other firms may calculate non-GAAP measures differently than ServiceSource, which limits comparability between companies. Non-GAAP measures are not in accordance with, or a substitute for, GAAP.

None of ServiceSource, Centerview or their respective affiliates, advisors, officers, directors or other representatives can provide any assurance that actual results will not differ from the ServiceSource Projections, and none of them undertakes any obligation to update, or otherwise revise or reconcile, the ServiceSource Projections to reflect circumstances existing after the date the ServiceSource Projections were

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generated or to reflect the occurrence of future events even in the event that any or all of the assumptions underlying the ServiceSource Projections, as applicable, are shown to be in error. Since the date of the ServiceSource Projections, ServiceSource has made publicly available its actual results of operations for the three months ended March 31, 2022. You should review ServiceSource’s Quarterly Report on Form 10-Q filed with the SEC on May 10, 2022 for this information. ServiceSource does not intend to make publicly available any update or other revision to the ServiceSource Projections, even in the event that any or all assumptions are shown to be in error. None of ServiceSource, Centerview or their respective affiliates, advisors, officers, directors or other representatives has made or makes any representation to any ServiceSource stockholder or any other person regarding the ServiceSource Projections, ServiceSource’s ultimate performance compared to the information contained in the ServiceSource Projections or that forecasted results will be achieved.

The below table present a summary of the ServiceSource Projections, all of which are non-GAAP financial measures, other than revenue (dollars in millions):

	Fiscal Year Ending December 31,
	2021A			2022E			2023E			2024E			2025E
Revenue		$	196		$	205		$	221		$	251		$	283
Adjusted EBITDA		$	10		$	13		$	16		$	24		$	35
Unlevered Free Cash Flow		$	(2)		$	(5)		$	(1)		$	1		$	9

Interests of the Directors and Executive Officers of ServiceSource in the Merger

In considering the recommendation of the Board that holders of ServiceSource Common Stock vote to adopt the Merger Agreement, our stockholders should be aware that certain of ServiceSource’s non-employee directors and executive officers have interests in the Merger that are different from, or in addition to, those of ServiceSource’s stockholders generally. The Board was aware of and considered these interests, among other matters, in approving the Merger Agreement and the Merger, and in recommending that the Merger Agreement be adopted by ServiceSource stockholders.

The following discussion sets forth these interests for our executive officers and directors.

Interests with Respect to ServiceSource Equity Awards

Treatment of Options pursuant to the Merger Agreement

Each Option whether or not vested, that is outstanding immediately prior to the Effective Time will automatically and without any required action on the part of the holder thereof, vest (if unvested) and if not exercised by the holder thereof as of the Effective Time (after notice and a reasonable period to elect the exercise of such Option) shall be cancelled and, if the exercise price per share of ServiceSource Common Stock is less than the Merger Consideration, be converted into the right to receive an amount in cash, without interest, equal to the product of (i) the excess, if any, of (a) the Merger Consideration over (b) the per-share exercise price for such Option multiplied by (ii) the total number of shares of ServiceSource Common Stock underlying such Option; provided that if the exercise price per share of ServiceSource Common Stock of such Option is equal to or greater than the Merger Consideration, such Option if not exercised shall be cancelled without any cash payment or other consideration being made in respect thereof.

As of the date of this Proxy Statement, the only executive officers that have unvested Options are Messrs. Lyne and Naughton and none of ServiceSource’s directors hold any unvested Options.

Treatment of RSUs pursuant to the Merger Agreement

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number of shares of ServiceSource Common Stock underlying such RSU, multiplied by (ii) the Merger Consideration plus any dividend equivalent amounts accrued with respect to such RSU (the “RSU Consideration”), which amounts shall be payable at the same time as under the terms and conditions of the RSU, and subject to substantially the same vesting terms and conditions as applied to the RSU immediately before the Effective Time (adjusted for any right to accelerated vesting that may apply after the Effective Time under any ServiceSource equity plan, equity award agreement or Company severance plan that may be applicable). Notwithstanding the foregoing, each RSU held immediately prior to the Effective Time by an individual (whether an employee, non-employee director, or independent contractor) who is not expected to be a Continuing Employee (as such term is defined in the Merger Agreement) shall, automatically and without any required action on the part of the holder thereof, vest (if unvested) and be cancelled and converted into the right to receive an amount in cash, without interest, equal to the RSU Consideration.

All of ServiceSource’s executive officers and directors hold RSUs.

Treatment of PSUs pursuant to the Merger Agreement

Each of ServiceSource’s executive officers and one director, Mr. Walker, holds PSUs.

Accelerated Vesting of Converted RSUs and Converted PSUs Following the Effective Time

Converted RSUs and Converted PSUs will vest in full in the event an executive officer is terminated without cause or terminates for good reason following the Effective Time, as provided under the terms of the equity plan under which the awards were granted or as a result of the executive’s participation in the ServiceSource International, Inc. Executive Severance Plan (the “Severance Plan”). See “Interests of the Directors and Executive Officers of ServiceSource in the Merger — Executive Severance Plan” beginning on page 61 of this Proxy Statement for additional information regarding the Severance Plan. In addition, our executives may be entitled to accelerated vesting upon certain other terminations of employment following the Effective Time under the terms and conditions of particular awards.

ServiceSource Equity Awards Held by Directors and Executive Officers

See the section entitled “Interests of the Directors and Executive Officers of ServiceSource in the Merger — Quantification of Potential Payments and Benefits to ServiceSource’s Named Executive Officers in Connection with the Merger” beginning on page 61 of this Proxy Statement for an estimate of the amounts that would become payable to each ServiceSource executive officer in respect of unvested Options, RSUs and PSUs.

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As of May 27, 2022, each of our non-employee directors holds 25,000 unvested RSUs, and each of our non-employee directors may be granted an additional 25,000 unvested RSUs in the event the Merger has not closed by August 12, 2022. Based on the Merger Consideration of $1.50 per share, the estimated value of each non-employee director’s current 25,000 unvested RSUs is $37,500. In addition to unvested RSUs, Mr. Walker also holds 131,625 earned but unvested PSUs. Based on the Merger Consideration of $1.50 per share, the estimated value of Mr. Walker’s outstanding PSUs is $197,438.

Executive Severance Plan

The Company currently provides for the payment of cash severance and the provision of certain other involuntary termination benefits to members of senior management through the Severance Plan. Although each of ServiceSource’s executive officers has an employment agreement with ServiceSource, they have all elected to participate in the Severance Plan and in exchange for such participation have agreed contractually to relinquish the severance and change of control benefits in their employment agreements, or in the case of Mr. Naughton, to offset the severance benefits provided under the Severance Plan by the severance benefits under his employment agreement.

Severance benefits are payable under the Severance Plan only if the participant is involuntarily terminated without “cause” or the participant resigns because of certain specified material adverse changes to the participant’s employment. Termination for any other reason does not result in the payment of severance. Severance under the Severance Plan for international participants is reduced on a dollar-for-dollar basis by any notice period, statutory redundancy or other payments required to be provided to a participant in any non-US jurisdiction.

Upon a termination of employment with ServiceSource without “Cause” or with “Good Reason” (as such terms are defined in the Severance Plan) following the Effective Time, ServiceSource’s executive officers are entitled to the following payments and benefits: cash severance equal to the sum of the executive’s base salary and target bonus (or, in case of Mr. Moore, such sum multiplied by 1.25), payable in a lump sum no later than fifty-three (53) days after the date of termination, a lump sum payment equal to 12 months (or, in case of Mr. Moore, 15 months) of the monthly premiums under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), and full accelerated vesting of any outstanding Converted RSUs or Converted PSUs.

Severance Plan participation requires adherence to the Severance Plan’s restrictive covenants. These include (i) a requirement not to disclose confidential information or use confidential information to solicit Company clients; (ii) a 12-month non-solicitation of Company employees; and (iii) a 12-month non-compete. Each participant in the Severance Plan must sign a full release of claims as a prerequisite to receiving any severance pay under the Severance Plan. The Company may discontinue cash severance if a participant fails to abide by the restrictive covenants.

The terms of the Severance Plan provide for its termination two years after a change in control.

Quantification of Potential Payments and Benefits to ServiceSource’s Named Executive Officers in Connection with the Merger

This section sets forth the information required by Item 402(t) of Regulation S-K regarding the compensation of each of ServiceSource’s named executive officers that is based on or otherwise relates to the Merger and that will or may become payable to ServiceSource’s named executive officers at the consummation of the Merger or upon a qualifying termination of employment that occurs on or following the consummation of the Merger, assuming (i) the closing occurs on July 1, 2022, (ii) each of ServiceSource’s named executive officers experiences a qualifying termination under the Severance Plan on such date, (iii) ServiceSource’s named executive officers’ respective base salaries and target annual bonuses remain unchanged from those that were in effect as of the date of this filing, (iv) RSUs and PSUs held by the named executive officers that are outstanding as of the date hereof do not otherwise vest prior to the completion of the Merger, (v) for purposes of determining the value of Options, RSUs and PSUs, the value of a share of ServiceSource’s common stock is equal to the $1.50 per share Merger Consideration, (vi) PSUs granted in years prior to 2022 will be converted into Converted PSUs based on actual performance for the measuring periods that ended as of December 31, 2021, and assuming the rTSR modifier that would otherwise apply

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to the PSUs granted in 2021 will not affect the results as of December 31, 2021, (vii) PSUs granted in 2022 will be converted into Converted PSUs assuming target performance, (viii) no named executive officer receives any additional equity grants prior to completion of the Merger and (ix) each named executive officer has properly executed any required releases and complied with all requirements (including any applicable restrictive covenants) necessary in order to receive the payments and benefits described below. Some of the assumptions used in the table below are based upon information not currently available and, as a result, the actual amounts to be received by any of the individuals below may materially differ from the amounts set forth below.

The payments described in the table below are made pursuant to the arrangements described above in the section entitled “Interests of the Directors and Executive Officers of ServiceSource in the Merger.”

Name(1)	Cash ($)(2)		Health Care Benefits ($)(3)		Equity ($)(4)		Total ($)(5)
Gary B. Moore (Chief Executive Officer)		1,562,500		21,724		2,900,788		4,485,012
Mike Naughton(6) (Chief Operating Officer)		645,265		—		923,415		1,568,680
Chad W. Lyne (Chief Financial Officer)		700,000		26,421		905,248		1,631,669

(1)

All payments and benefits are subject to the executive’s execution of a customary general release of all legal claims, and such release becoming effective.

(2)

Cash severance is equal to (a) 1.25 times the sum of base salary and target bonus for Mr. Moore and (b) 1 times the sum of base salary and target bonus for Messrs. Naughton and Lyne. The estimated amount of each such payment is set forth in the table below. The amounts included in this column are “double-trigger” payments, which means that both a change in control of ServiceSource, such as the Merger, and a qualifying termination of employment must occur prior to any payment being provided to the applicable named executive officer.

Named Executive Officer	Cash Severance Multiple of Base Salary ($)		Cash Severance Multiple of Target Bonus ($)		Total ($)
Gary B. Moore		937,500		625,000		1,562,500
Mike Naughton(6)		368,723		276,542		645,265
Chad W. Lyne		400,000		300,000		700,000

(3)

Health care benefits are equal to a lump sum payment equal to COBRA premiums for (a) 15 months for Mr. Moore and (b) 12 months for Mr. Lyne. The amounts included in this column are also “double-trigger” payments, which means that both a change in control of ServiceSource, such as the Merger, and a qualifying termination of employment must occur prior to any payment being provided to the applicable named executive officer.

(4)

The amounts in this column represent the potential value that each named executive officer could receive in connection with accelerated vesting and settlement of unvested Options, RSUs and PSUs, as more fully described in the section entitled “Terms of the Merger Agreement — Merger Consideration — Outstanding ServiceSource Equity Awards.” The amounts in this column attributable to Options are “single-trigger” amounts, meaning that vesting is accelerated on the single event of the occurrence of the Merger. The amounts in this column attributable to Company RSUs and PSUs that become Converted RSUs and Converted PSUs upon consummation of the Merger are “double-trigger” amounts, which means that both a change in control of ServiceSource, such as the merger, and a qualifying termination of employment must occur prior to the accelerated vesting being provided to the named executiveofficer. The Merger Agreement provides for the conversion of PSUs based on the actual performance through the Effective Time. Because the actual performance for certain of the PSUs is not yet known, the values reported for the PSUs for purposes of this disclosure are based on ServiceSource’s best estimate of the level of performance most likely to be achieved, which (i) for awards granted in years prior to 2022 is based on actual performance for the measuring periods that ended as of December 31, 2021, and assuming the rTSR modifier that would otherwise apply to the PSUs granted

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in 2021 will not affect the results as of December 31, 2021, and (ii) for awards issued in 2022 is based on target performance. The performance condition results for the PSUs for which performance conditions are still outstanding will be measured based on a truncated performance period that ends immediately prior to the Effective Time. Consequently, the amounts received by the named executive officers could differ from the amounts shown below. The estimated amounts related to the acceleration of Options, RSUs, and PSUs are set forth in the table below.

	Single Trigger Benefits				Double Trigger Benefits
	Unvested Options				Unvested RSUs				Unvested PSUs
Named Executive Officer	Shares (#)		Value ($)		Shares (#)		Value ($)		Shares (#)		Value ($)		Total ($)
Gary B. Moore		—		—		974,613		1,461,920		959,245		1,438,868		2,900,788
Mike Naughton(6)		16,666		9,666		429,166		643,749		180,000		270,000		923,415
Chad W. Lyne		50,000		29,000		404,165		606,248		180,000		270,000		905,248

(5)

The aggregate total amount of compensation payable in connection with the triggering events has not been reduced to reflect any cut back in benefits or payments that would be made in connection with a change in control pursuant to the terms of the Severance Plan. The Severance Plan provides that payments that are contingent upon the Merger will be paid in full or reduced to fall within the safe harbor amount provided under Section 280G of the Code, whichever will provide a better net after-tax position for a named executive officer. For purposes of this disclosure, the maximum amount potentially payable to each named executive officer in connection with the Merger is reflected even though such maximum amounts could be reduced pursuant to the cutback language included in the Severance Plan.

(6)

Mr. Naughton’s salary and corresponding target bonus was converted to USD at a rate of $1.0554 per 1 euro as of May 20, 2022.

Closing and Effective Time

The closing of the Merger will take place no later than the third (3rd) business day following the satisfaction or waiver in accordance with the Merger Agreement of all of the conditions to the closing of the Merger (as described in the section entitled “Terms of the Merger Agreement — Conditions to the Closing of the Merger” beginning on page 81 of this Proxy Statement), other than conditions that by their terms are to be satisfied at the closing of the Merger, but subject to the satisfaction or, to the extent not prohibited by law, waiver of such conditions at the closing of the Merger.

Accounting Treatment

The Merger will be accounted for as a “purchase transaction” for financial accounting purposes.

U.S. Federal Income Tax Consequences of the Merger

The following is a summary of certain material U.S. federal income tax consequences of the Merger that may be relevant to holders of ServiceSource Common Stock whose shares of ServiceSource Common Stock are converted into the right to receive cash pursuant to the Merger. This discussion is based upon the Internal Revenue Code of 1986 (the “Code”), Treasury Regulations promulgated under the Code, court decisions, published positions of the Internal Revenue Service (the “IRS”) and other applicable authorities, all as in effect on the date of this Proxy Statement and all of which are subject to change or differing interpretations, possibly with retroactive effect. This discussion is limited to holders who hold their shares of ServiceSource Common Stock as “capital assets” within the meaning of Section 1221 of the Code (generally, property held for investment purposes). For purposes of this discussion, a “holder” means either a U.S. Holder (as defined below) or a Non-U.S. Holder (as defined below) or both, as the context may require.

This discussion is for general information only and does not address all of the tax consequences that may be relevant to holders in light of their particular circumstances, including holders of Dissenting Shares,

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nor does it address any consequences to holders subject to special treatment under the U.S. federal income tax laws, such as tax-exempt entities, S corporations, partnerships (including entities or arrangements treated as partnerships for U.S. federal income tax purposes) and partners therein, financial institutions, insurance companies, dealers in securities, traders in securities who elect to apply a mark-to-market method of accounting, regulated investment companies, real estate investment trusts, persons who are subject to the alternative minimum tax, certain former citizens or long-term residents of the United States, persons who actually or constructively own 5% of more of ServiceSource Common Stock, persons who acquire their shares of ServiceSource Common Stock pursuant to the exercise of employee stock options or otherwise as compensation, persons who hold their shares of ServiceSource Common Stock as part of a straddle, hedge, conversion, constructive sale, synthetic security, integrated investment or other risk-reduction transaction for U.S. federal income tax purposes, and persons whose functional currency is not the U.S. dollar. This discussion does not address any U.S. federal estate, gift or other non-income tax consequences or any state, local or non-U.S. tax consequences, or the consequences of the Medicare tax on net investment income. If a partnership (including an entity or arrangement treated as a partnership for U.S. federal income tax purposes) is a beneficial owner of shares of ServiceSource Common Stock, the tax treatment of a partner in such partnership will generally depend upon the status of the partner and the activities of the partnership. Partnerships holding shares of ServiceSource Common Stock and partners therein should consult their own tax advisors regarding the consequences of the Merger to their particular circumstances.

No ruling has been or will be sought from the IRS regarding the U.S. federal income tax consequences of the Merger described herein. This summary is not binding on the IRS or a court, and there can be no assurance that the tax consequences described in this summary will not be challenged by the IRS or that they would be sustained by a court if so challenged.

THIS DISCUSSION IS PROVIDED FOR GENERAL INFORMATION ONLY. HOLDERS SHOULD CONSULT THEIR OWN TAX ADVISORS CONCERNING THE U.S. FEDERAL INCOME TAX CONSEQUENCES RELATING TO THE MERGER IN LIGHT OF THEIR PARTICULAR CIRCUMSTANCES AND ANY CONSEQUENCES ARISING UNDER ANY STATE, LOCAL, FOREIGN OR OTHER TAX LAWS (INCLUDING ANY U.S. FEDERAL TAX LAWS OTHER THAN THOSE PERTAINING TO INCOME TAX).

U.S. Holders

For purposes of this discussion, a “U.S. Holder” is a beneficial owner of shares of ServiceSource Common Stock who is, for U.S. federal income tax purposes:

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an individual who is a citizen or resident of the United States;

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a corporation, or other entity treated as a corporation, created or organized in or under the laws of the United States or any state thereof or the District of Columbia;

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an estate, the income of which is subject to U.S. federal income taxation regardless of its source; or

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a trust (i) that is subject to the primary supervision of a court within the United States and the control of one or more United States persons as defined in section 7701(a)(30) of the Code or (ii) that has a valid election in effect under applicable Treasury Regulations to be treated as a United States person as defined in section 7701(a)(30) of the Code.

The receipt of cash by a U.S. Holder in exchange for shares of ServiceSource Common Stock pursuant to the Merger will be a taxable transaction for U.S. federal income tax purposes. In general, such U.S. Holder will recognize capital gain or loss for U.S. federal income tax purposes in an amount equal to the difference, if any, between the amount of cash received (determined before deduction of any applicable withholding taxes) with respect to the shares surrendered pursuant to the Merger and the U.S. Holder’s adjusted tax basis in such shares. A U.S. Holder’s adjusted tax basis will generally equal the amount that such U.S. Holder paid for the shares. The amount of gain or loss must be determined separately for each block of shares (i.e. shares acquired at the same cost in a single transaction) surrendered by the U.S. Holder pursuant to the Merger. Such gain or loss will generally be long-term capital gain or loss if such U.S. Holder’s holding period in such shares is more than one (1) year at the time of the Merger. A reduced tax rate on capital gain

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will generally apply to long-term capital gain of a non-corporate U.S. Holder. The deductibility of capital losses is subject to limitations.

Non-U.S. Holders

For purposes of this discussion, the term “Non-U.S. Holder” means a beneficial owner of shares of ServiceSource Common Stock who is neither a U.S. Holder nor an entity or arrangement treated as a partnership for U.S. federal income tax purposes.

Special rules not discussed below may apply to certain Non-U.S. Holders subject to special tax treatment, such as “controlled foreign corporations” or “passive foreign investment companies.” Non-U.S. Holders should consult their tax advisors to determine the U.S. federal, state, local and non-U.S. tax consequences that may be relevant to them in light of their particular circumstances.

The receipt of cash by a Non-U.S. Holder pursuant to the Merger will generally not be subject to U.S. withholding tax (other than potentially to backup withholding tax, as discussed below) and any gain realized by such Non-U.S. Holder pursuant to the Merger will generally not be subject to U.S. federal income tax unless:

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the gain is effectively connected with a trade or business of such Non-U.S. Holder in the United States (and, if required by an applicable income tax treaty, is attributable to a permanent establishment maintained by such Non-U.S. Holder in the United States), in which case such gain will generally be subject to U.S. federal income tax at rates generally applicable to a United States person as defined under the Code, and, if the Non-U.S. Holder is a corporation, such gain may also be subject to an additional branch profits tax at a rate of thirty percent (30%) (or a lower rate under an applicable tax treaty); or

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such Non-U.S. Holder is an individual who is present in the United States for one hundred eighty-three (183) days or more in the taxable year of the Merger, and certain other specified conditions are met, in which case such gain will be subject to U.S. federal income tax at a rate of thirty percent (30%) (or a lower rate under an applicable tax treaty).

Information Reporting and Backup Withholding

Information reporting and backup withholding (currently, at a rate of 24%) may apply to the proceeds received by a holder pursuant to the Merger. Backup withholding generally will not apply to (i) a U.S. Holder that furnishes a correct taxpayer identification number and certifies that such U.S. Holder is not subject to backup withholding on IRS Form W-9 (or a substitute or successor form) or (ii) a Non-U.S. Holder that provides a certification of such Non-U.S. Holder’s foreign status on the appropriate IRS Form W-8 (or a substitute or successor form) or otherwise establishes an exemption from backup withholding. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against the holder’s U.S. federal income tax liability, provided that the required information is timely furnished to the IRS.

Holders of ServiceSource Common Stock should consult their own tax advisors regarding the U.S. federal income tax consequences of the Merger to their particular circumstances and the applicability and effect of any state, local, foreign or other tax laws (including any U.S. federal tax laws other than those pertaining to income tax).

Regulatory Approvals Required for the Merger

Under the Merger Agreement, the Merger cannot be consummated until the applicable waiting period (or any extension thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), has expired or been terminated. ServiceSource and Parent made the filings required under the HSR Act on May 11, 2022. At any time before or after the expiration of the statutory waiting periods under the HSR Act, the United States Federal Trade Commission (“FTC”) or the Antitrust Division of the United States Department of Justice (“Antitrust Division”) may take action under the antitrust laws, including seeking to enjoin the completion of the Merger, to rescind the Merger or to conditionally permit completion of the Merger subject to regulatory conditions or other remedies. In addition, non-U.S. regulatory bodies and U.S. state attorneys general could take action under the antitrust laws as they deem necessary

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or desirable in the public interest, including, without limitation, seeking to enjoin the completion of the merger or permitting completion subject to regulatory conditions. There can be no assurance that regulatory authorities will not impose conditions on the completion of the merger or require changes to the terms of the transaction. 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.

Legal Proceedings Regarding the Merger

On June 6, 2022, a purported stockholder of ServiceSource, Shiva Stein, filed a putative class action lawsuit against the members of the Board and ServiceSource in the United States District Court for the Southern District of New York, captioned Shiva Stein v. ServiceSource International, Inc. et al., Case No. 22CV04717. On June 9, 2022, a purported stockholder of ServiceSource, Stephen Debien, filed a putative class action lawsuit against the members of the Board and ServiceSource in the United States District Court for the District of Colorado, captioned Stephen Debien v. ServiceSource International, Inc. et al., Case No. 22CV1452. On June 10, 2022, a purported stockholder of ServiceSource, Maurice Cline, filed a putative class action lawsuit against the members of the Board and ServiceSource in the United States District Court for the District of Colorado, captioned Maurice Cline v. ServiceSource International, Inc. et al., Case No. 22CV01464. The plaintiffs in the Lawsuits generally claim that the defendants disseminated an incomplete or misleading preliminary proxy statement regarding the proposed Merger in violation of Section 14(a) and Section 20(a) of the Exchange Act and / or Rule 14a-9 promulgated under the Exchange Act. The plaintiffs seek, among other things, injunctive relief to prevent consummation of the Merger until the alleged disclosure violations are cured, damages in the event the Merger is consummated, and an award of attorney’s and expert fees and expenses.

This summary is qualified in its entirety by reference to the full text of the complaints, attached hereto as Annex D, Annex E and Annex F.

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TERMS OF THE MERGER AGREEMENT

The discussion of the terms of the Merger Agreement in this section and elsewhere in this Proxy Statement is qualified in its entirety by reference to the complete text of the Merger Agreement, a copy of which is attached as Annex A to this Proxy Statement and is incorporated into this Proxy Statement by reference. This summary does not purport to be complete and may not contain all of the information about the Merger that is important to you. You are encouraged to read the Merger Agreement carefully and in its entirety as it is the legal document that governs the Merger.

Explanatory Note Regarding the Merger Agreement

The following description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which is included as Annex A hereto. The Merger Agreement has been included to provide investors with information regarding its terms. It is not intended to provide any other factual information about ServiceSource, Parent, Acquisition Sub, Concentrix or their respective subsidiaries or affiliates. The representations, warranties and covenants contained in the Merger Agreement were made only for purposes of the Merger Agreement as of the specific dates therein, were solely for the benefit of the parties to the Merger Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk among the parties to the Merger Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the parties thereto or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be reflected in ServiceSource’s public disclosures. Accordingly, the representations, warranties, covenants and other agreements in the Merger Agreement should not be read alone, and you should read the information provided elsewhere in this document and in our filings with the SEC regarding ServiceSource and its business. Please see the section entitled “Where You Can Find More Information” beginning on page 96 of this Proxy Statement.

Effects of the Merger

The Merger Agreement provides that, upon the terms and subject to the conditions of the Merger Agreement, and in accordance with the DGCL, at the Effective Time, Acquisition Sub shall be merged with and into ServiceSource, whereupon the separate existence of Acquisition Sub shall cease, and ServiceSource shall continue under the name “Concentrix ServiceSource Inc.” as the Surviving Corporation and shall continue to be governed by the laws of Delaware.

Closing and Effective Time

Directors and Officers; Certificate of Incorporation; Bylaws

The Merger Agreement provides that the board of directors of the Surviving Corporation effective as of, and immediately following, the Effective Time shall consist of the members of the board of directors of Acquisition Sub immediately prior to the Effective Time, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated and qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation.

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At the Effective Time, the certificate of incorporation of the Surviving Corporation will be the certificate of incorporation of ServiceSource and the bylaws of the Surviving Corporation shall be amended and restated to be identical to the bylaws of Acquisition Sub, until thereafter amended in accordance with the applicable provisions of the certificate of incorporation and bylaws of the Surviving Corporation and the DGCL, except that the name of the Surviving Corporation shall be “Concentrix ServiceSource Inc.”

Merger Consideration

Common Stock

Outstanding ServiceSource Equity Awards

The Merger Agreement provides that ServiceSource’s equity awards that are outstanding immediately prior to the Effective Time will be subject to the following treatment as of the Effective Time:

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Options. Each Option, whether or not vested, that is outstanding immediately prior to the Effective Time will automatically and without any required action on the part of the holder thereof, vest (if unvested) and if not exercised by the holder thereof as of the Effective Time (after notice and a reasonable period to elect the exercise of such Option), be converted into the right to receive an amount in cash, without interest, equal to the product of (i) the excess, if any, of (a) the Merger Consideration over (b) the per-share exercise price for such Option multiplied by (ii) the total number of shares of ServiceSource Common Stock underlying such Option. If the exercise price per share of ServiceSource Common Stock of such Option is equal to or greater than the Merger Consideration, such ServiceSource Option if not exercised shall be cancelled without any cash payment or other consideration being made in respect thereof.

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RSUs. Each RSU will, automatically and without any required action on the part of the holder thereof, be assumed by Parent and converted into a right to receive cash, as described in the Merger Agreement (each, a “Converted RSU”). Each Converted RSU will continue to have and be subject to substantially the same terms and conditions as were applicable to such RSU immediately before the Effective Time, except that each Converted RSU will represent the right to receive an amount in cash, without interest, equal to the product of (i) the total number of shares of ServiceSource Common Stock underlying such RSU, multiplied by (ii) the Merger Consideration plus any dividend equivalent amounts accrued with respect to such RSU (the “RSU Consideration”), which amounts will be payable at the same time as under the terms and conditions of the RSU, and subject to substantially the same vesting terms and conditions as applied to the RSU immediately before the Effective Time (adjusted for any right to accelerated vesting that may apply after the Effective Time under any ServiceSource equity plan, equity award agreement or Company severance plan currently in effect). Notwithstanding the foregoing, each RSU held immediately prior to the Effective Time by an individual (whether an employee, non-employee director, or independent contractor) who is not expected to be a Continuing Employee (as such term is defined in the Merger Agreement) will, automatically and without any required action on the part of the holder thereof, vest (if unvested) and be cancelled and converted into the right to receive an amount in cash, without interest, equal to the RSU Consideration.

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PSUs. Each PSU, whether vested or unvested, will, automatically and without any required action on the part of the holder thereof, be assumed by Parent and converted into a right to receive cash, as described in the Merger Agreement (each a “Converted PSU”). Each Converted PSU will continue to have and be subject to substantially the same terms and conditions as were applicable to such PSU immediately before the Effective Time (aside from terms related to performance vesting that

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shall no longer be applicable following the Effective Time) except that each Converted PSU will represent the right to receive an amount in cash, without interest, equal to the product of (i) the total number of shares of ServiceSource Common Stock earned under such PSU, with performance measured in accordance with the terms of the applicable governing documents (e.g. based on the attainment of the applicable performance metrics through the Closing Date), as determined by the board of directors of ServiceSource or a committee thereof after consultation with Parent prior to the Effective Time, multiplied by (ii) the Merger Consideration, plus any dividend equivalent amounts accrued with respect to such PSU (the “PSU Consideration”), which amounts will be payable at the same time as under the terms and conditions of the PSU, and subject to substantially the same time-vesting terms and conditions as applied to the PSU immediately before the Effective Time (adjusted for any right to accelerated vesting that may apply after the Effective Time under any ServiceSource equity plan, equity award agreement or Company severance plan currently in effect). Notwithstanding the foregoing, each PSU held immediately prior to the Effective Time by an individual (whether an employee, non-employee director, or independent contractor) who is not expected to be a Continuing Employee (as such term is defined in the Merger Agreement) will, automatically and without any required action on the part of the holder thereof, vest (if unvested) and be cancelled and converted into the right to receive an amount in cash, without interest, equal to the PSU Consideration.

ServiceSource may continue to make equity award grants under the ServiceSource 2020 Equity Incentive Plan as set forth in the Company Disclosure Letter. Such grants include (1): RSUs covering 150,000 shares in the aggregate to ServiceSource’s non-employee directors on or about May 12, 2022; (2) RSUs covering 150,000 shares in the aggregate to ServiceSource’s non-employee directors on or about August 12, 2022, if Closing has not occurred prior to such date; and (3) equity awards covering up to 150,000 shares to new or continuing employees in the ordinary course of business and consistent with past practice.

Exchange and Payment Procedures

No later than ten (10) days prior to the Effective Time, Parent shall, at its sole cost and expense, designate Computershare Inc. (the “Paying Agent”) to make payments of the Merger Consideration to stockholders. At the Effective Time, Parent will deposit, or cause to be deposited with the Paying Agent, cash constituting an amount equal to the aggregate Merger Consideration.

Upon surrender of a certificate (or affidavit of loss and evidence of a bond in lieu thereof) or book-entry evidence for cancellation to the Paying Agent, together with, in the case of certificates and book-entry evidence not held through The Depository Trust Company, a letter of transmittal duly completed and validly executed in accordance with the instructions thereto, or, in the case of book-entry evidence held through The Depository Trust Company, receipt of an “agent’s message” by the Paying Agent, and such other documents as may be required pursuant to such instructions, the holder of such certificate or book-entry evidence shall be entitled to receive in exchange therefor the Merger Consideration for each share of ServiceSource Common Stock formerly represented by such certificate or book-entry evidence upon the later to occur of (i) the Effective Time or (ii) the Paying Agent’s receipt of such certificate (or affidavit of loss and evidence of a bond in lieu thereof), book-entry evidence or “agent’s message,” and the certificate (or affidavit of loss and evidence of a bond in lieu thereof) or book-entry evidence so surrendered shall be forthwith cancelled. The Paying Agent agreement shall provide that the Paying Agent shall accept such certificates (or affidavits of loss and evidence of a bond in lieu thereof) or Book-Entry Evidence upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit of holders of the certificates or book-entry evidence on the Merger Consideration payable upon the surrender of the certificates or book-entry evidence.

Any portion of the exchange fund which remains undistributed to the holders of the certificates or book-entry Evidence for six (6) months after the Effective Time shall be delivered to the Surviving Corporation, upon demand, and any such holders prior to the Merger who have not theretofore complied with the exchange procedures in the Merger Agreement will thereafter look only to the Surviving Corporation as a general creditor thereof for payment of their claims for Merger Consideration (without any interest thereon) in respect thereof, subject to abandoned property, escheat or similar law.

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The letter of transmittal will include instructions if a stockholder has lost a share certificate or if such certificate has been stolen or destroyed. If any certificate shall have been lost, stolen or destroyed, then upon the making of an affidavit, in form and substance reasonably acceptable to Parent and ServiceSource, of that fact by the person claiming such certificate to be lost, stolen or destroyed and, the posting by such person of a bond, in such reasonable and customary amount as the Surviving Corporation may direct, as indemnity against any claim that may be made against it with respect to such certificate, the Paying Agent will issue in exchange for such lost, stolen or destroyed certificate, the Merger Consideration to which the holder thereof is entitled pursuant to the exchange procedures in the Merger Agreement.

These procedures will be described in the letter of transmittal that you will receive, which you should read carefully in its entirety.

Representations and Warranties

The Merger Agreement contains representations and warranties of ServiceSource, Parent and Acquisition Sub.

Certain of the representations and warranties in the Merger Agreement made by ServiceSource are qualified by knowledge and/or “materiality” qualifications or a “Company Material Adverse Effect” clause. For purposes of the Merger Agreement, “Company Material Adverse Effect” means, with respect to ServiceSource, any condition, fact, occurrence, development, change, event, effect or circumstance which, individually or in the aggregate, has resulted in or could reasonably be expected to result in a material adverse effect on the assets, properties, liabilities, operations, business, financial condition or results of operations of ServiceSource and its subsidiaries, taken as a whole. Conditions, facts, occurrences, developments, changes, events, effects or circumstances, to the extent they directly or indirectly relate to or result from the following, shall be excluded from the determination of Company Material Adverse Effect:

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any condition, fact, occurrence, development, change, event, effect or circumstance generally affecting any of the main industries or markets in which ServiceSource or its subsidiaries operate;

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any change in any law or U.S. generally accepted accounting principles (“GAAP”) (or changes in interpretations of any law or GAAP) and, to the extent relevant to the business of ServiceSource and its subsidiaries, in any legal or regulatory requirement or condition or the regulatory enforcement environment;

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general economic, regulatory or political conditions (or changes therein) or conditions (or changes therein or disruptions thereof) in the financial, credit, banking or securities markets (including changes in interest or currency exchange rates) in any country or region in which ServiceSource or its subsidiaries conduct a material portion of their aggregate business;

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any acts of God, natural disasters, force majeure events, terrorism, sabotage, armed hostilities, declared or undeclared acts of war, epidemics, pandemics or disease outbreaks (including, for the avoidance of doubt, changes after the date hereof relating to COVID-19 or COVID measures), or any escalation or worsening of any of the foregoing;

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the negotiation, execution, announcement, consummation or existence of the Merger Agreement or the transactions contemplated thereby, including by reason of the identity of Parent or any communication by Parent or its subsidiaries regarding the plans or intentions of Parent with respect to the conduct of the business or the operations or strategy of ServiceSource or any of its subsidiaries and including the impact of any of the foregoing on any relationships (contractual or otherwise) with customers, suppliers, landlords, vendors, collaboration or joint venture partners, employees or regulators;

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any action taken that is expressly required by the terms of the Merger Agreement or with the prior written consent or at the written direction of Parent or Acquisition Sub; and

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any changes in the market price or trading volume of ServiceSource Common Stock, any failure by ServiceSource or its subsidiaries to meet internal, analysts’ or other earnings estimates or financial projections or forecasts for any period, any changes in credit ratings and any changes in any analysts’ recommendations or ratings with respect to ServiceSource or any of its subsidiaries.

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However, in the case of the first four (4) exclusions above, such matters will be taken into account to the extent (and only to the extent) that any condition, fact, occurrence, development, change, event, effect or circumstance has a disproportionate impact on ServiceSource and its subsidiaries, taken as a whole, as compared to other participants in the industry in which ServiceSource and its subsidiaries operate.

In addition, for purposes of the Merger Agreement, “Parent Material Adverse Effect” means any change, event, effect or circumstance which, individually or in the aggregate has prevented or materially delayed or materially impaired or would reasonably be expected to prevent or materially delay or materially impair, the ability of Parent to consummate the Merger and the other transactions contemplated by the Merger Agreement.

In the Merger Agreement, ServiceSource has made customary representations and warranties to Parent and Acquisition Sub that are subject, in some cases, to specified exceptions and qualifications contained in the Merger Agreement or in ServiceSource’s disclosure letter to the Merger Agreement delivered in connection therewith. These representations and warranties relate to, among other things:

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due organization, good standing and authority and qualification to conduct business with respect to ServiceSource and its subsidiaries;

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capital structure of ServiceSource, ServiceSource’s ownership of its subsidiaries, ServiceSource’s and its subsidiaries’ non-ownership of equity or debt interests other than of subsidiaries of ServiceSource;

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ServiceSource’s corporate authority to enter into, perform its covenants and obligations under, and consummate the transactions contemplated by, the Merger Agreement and the enforceability of the Merger Agreement;

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subject to the ability to make an Adverse Recommendation Change (as defined below) and obtain the ServiceSource Stockholder Approval, the approval of, and recommendation by, the Board in favor of the proposal to adopt the Merger Agreement;

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the absence of conflicts with laws, ServiceSource’s organizational documents and ServiceSource’s contracts;

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required consents and regulatory filings and approvals (including pursuant to U.S. and foreign antitrust laws) in connection with the Merger Agreement;

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ServiceSource’s possession of necessary permits and ServiceSource’s compliance with laws (including, but not limited to, anti-corruption laws and international trade laws);

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the accuracy of ServiceSource’s SEC filings and financial statements;

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the accuracy of the information supplied by or on behalf of ServiceSource or any of its subsidiaries for inclusion in this Proxy Statement;

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ServiceSource’s disclosure controls and procedures;

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the conduct of business of ServiceSource and its subsidiaries in the ordinary course and the absence of any adverse change, event, effect or circumstance that has had a Company Material Adverse Effect, in each case, since January 1, 2022;

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the absence of specified undisclosed liabilities of ServiceSource and its subsidiaries;

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the absence of actions or other legal proceedings relating to ServiceSource and its subsidiaries;

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ServiceSource’s employee benefit plans;

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certain labor matters;

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intellectual property rights (including privacy, data protection and other cybersecurity matters);

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the filing of tax returns, the payment of taxes and certain other tax matters related to ServiceSource and its subsidiaries;

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the existence and enforceability of, and compliance with, specified categories of ServiceSource’s material contracts;

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certain real property matters;

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environmental matters;

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votes of ServiceSource stockholders required in connection with the Merger Agreement;

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payment of fees to brokers in connection with the Merger Agreement;

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certain insurance matters;

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the inapplicability of anti-takeover statutes to the Merger;

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the absence of certain affiliate party transactions; and

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the acknowledgment by Parent of the absence of any other representations and warranties of ServiceSource, other than as set forth in the Merger Agreement.

In the Merger Agreement, Parent and Acquisition Sub have made customary representations and warranties to ServiceSource that are subject, in some cases, to specified exceptions and qualifications contained in the Merger Agreement. These representations and warranties relate to, among other things:

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due organization, good standing and authority and qualification to conduct business with respect to Parent and Acquisition Sub;

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authority to enter into, perform their covenants and obligations under, and consummate the transactions contemplated by, the Merger Agreement and enforceability of the Merger Agreement;

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the absence of conflicts with laws, Parent’s or Acquisition Sub’s organizational documents and Parent’s or Acquisition Sub’s contracts;

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required consents, regulatory filings and approvals (including pursuant to U.S. and foreign antitrust laws) in connection with the Merger Agreement;

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the absence of actions or other legal proceedings related to Parent, Acquisition Sub or any of their subsidiaries;

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the absence of other agreements relating to the Merger;

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the accuracy of the information supplied by or on behalf of Parent or any of its subsidiaries for inclusion in this Proxy Statement;

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matters with respect to Parent’s sufficiency of funds and solvency;

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Parent’s ownership of Acquisition Sub and the capital structure of Acquisition Sub;

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payment of fees to brokers in connection with the Merger Agreement;

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ownership of ServiceSource Common Stock;

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the absence of agreements or obligations or understandings between Parent or Acquisition Sub or any of their affiliates, on the one hand, and any member of ServiceSource’s management or the Board, on the other hand, relating in any way to ServiceSource (including relating to compensation and retention of ServiceSource’s management), the transactions contemplated by the Merger Agreement or the operations of ServiceSource after the Effective Time; and

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the acknowledgment by ServiceSource of the absence of any other representations and warranties of Parent and Acquisition Sub, other than as set forth in the Merger Agreement.

None of the representations and warranties contained in the Merger Agreement survive the consummation of the Merger.

Conduct of Business Pending the Merger

The Merger Agreement provides that, prior to the Effective Time, except as (i) may be required by applicable law; (ii) may be consented to in writing by Parent (which consent shall not be unreasonably withheld, conditioned or delayed); (iii) may be expressly required or expressly contemplated pursuant to the Merger Agreement; or (iv) set forth in ServiceSource’s disclosure letter, ServiceSource shall use its

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reasonable best efforts to conduct the business of ServiceSource and its subsidiaries in the ordinary course of business, and to the extent consistent therewith, ServiceSource shall use its reasonable best efforts to preserve in all material respects its present relationships with key customers, suppliers, employees and other persons with which it has material business relations and ServiceSource will not, and will not permit any of its subsidiaries to, subject in each case to specified exceptions:

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amend its or any of its subsidiaries’ organizational documents;

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split, combine, reclassify, redeem, repurchase or otherwise acquire or amend the terms of any capital stock or other equity interests or rights;

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issue, sell, pledge, dispose of, encumber or grant any shares of its or any of its subsidiaries’ capital stock or other equity interests, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of the capital stock or other equity interests of ServiceSource or its subsidiaries;

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establish a record date for, authorize, declare, pay or make any dividends or other distributions, payable in cash, stock, property or otherwise, with respect to ServiceSource’s or any of its subsidiaries’ capital stock or other equity interests;

•

except as set forth in ServiceSource’s disclosure letter, increase the compensation payable or to become payable or benefits provided or to be provided to any current or former director, officer or employee of ServiceSource or any of its subsidiaries;

•

establish, adopt, enter into or materially amend any ServiceSource benefit plan;

•

enter into any collective bargaining agreement with any labor union;

•

take any action to accelerate the vesting or payment date of any compensation or benefits, or the funding of any compensation or benefits, payable, provided or to become payable or provided under a ServiceSource benefit plan;

•

hire, terminate (other than for “cause”), furlough or temporarily lay off any employee who is or upon hiring will become a senior vice president or Section 16 Officer (as defined in the Merger Agreement);

•

grant, commit to grant, confer or award any ServiceSource equity awards;

•

acquire any corporation, partnership, limited liability company, other business organization or any division or material amount of assets thereof;

•

incur, issue, or amend in any material respect the terms of, any indebtedness for borrowed money, or assume, guarantee or otherwise become liable for any indebtedness for any person, in each case, greater than $1 million

•

enter into, modify, amend, or terminate any material contract of ServiceSource;

•

make any change to its methods of accounting in effect as of December 31, 2021;

•

adopt or enter into a plan of complete or partial liquidation, dissolution, recapitalization or other reorganization;

•

settle, release, waive or compromise any pending material litigation involving ServiceSource;

•

sell, assign, license, abandon, transfer or otherwise dispose of any material ServiceSource intellectual property rights;

•

knowingly waive, release or assign any material rights or claims;

•

incur or commit to incur any capital expenditures, or any obligations or liabilities in connection therewith that, individually or in the aggregate, are in excess of $1 million, other than (i) any capital expenditure (or series of related capital expenditures) contemplated by ServiceSource’s current budget consistent in all material respects with ServiceSource’s annual capital expenditure budget for the periods following the date of the Merger Agreement, as provided to Parent prior to the date of the Merger Agreement or (ii) in the ordinary course consistent with past practice;

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make, change, revoke, rescind, or otherwise modify any tax election; materially amend or otherwise materially modify any material tax return; adopt, change, or otherwise modify any tax accounting period or tax accounting method; or settle, consent to, or compromise (in whole or in part) any claim, liability, assessment, audit, examination, proceeding, or other litigation related to income or other taxes;

•

cancel, modify or reduce any insurance coverage other than with respect to any ServiceSource Benefit Plan in the ordinary course of business;

•

enter into (i) any lease, sublease, license or other agreement under which ServiceSource or any of its Subsidiaries leases, subleases, licenses, uses or occupies (in each case whether as landlord, tenant, sublandlord, subtenant or by other occupancy arrangement), or has the right to use or occupy, now or in the future, any real property, requiring an annual payment in excess of $1,000,000 or (ii) any procurement contract with continuing obligations for ServiceSource or any of its Subsidiaries which extend more than 12 months from the date of such contract that is expected to involve amounts to be paid by or obligations of, ServiceSource or any of its Subsidiaries in excess of $1,000,000 in any 12 month period;

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sell, transfer or assign to any third party any material line of business of ServiceSource and its Subsidiaries, taken as a whole; or

•

enter into any agreement, commitment or undertaking to do any of the foregoing.

Restrictions on Solicitations of Other Offers

In the Merger Agreement, ServiceSource agreed that it will, and will cause its subsidiaries and each of its and their respective directors and officers to, and will instruct and use its reasonable best efforts to cause its other representatives to, after the date of the Merger Agreement:

•

immediately cease and cause to be terminated any existing solicitation of, or discussions or negotiations with, any third party relating to any Competing Proposal or any inquiry, discussion or request that would reasonably be expected to lead to a Competing Proposal; and

•

promptly (within two (2) business days of the date thereof) request in writing the prompt return or destruction of all confidential information previously furnished to any third party or its representatives.

Until the Effective Time, except as otherwise expressly provided in the Merger Agreement, ServiceSource agreed that it will not, and shall cause its subsidiaries and each of its and their respective directors and officers not to, and shall instruct and use its reasonable best efforts to cause its other representatives not to:

•

initiate, solicit, propose, knowingly facilitate or knowingly encourage the making of any Competing Proposal or any inquiry or proposal that constitutes or would reasonably be expected to lead to a Competing Proposal;

•

participate or engage in negotiations or discussions with, or furnish any nonpublic information to, any person relating to a Competing Proposal or any inquiry, proposal or request that constitutes or would reasonably be expected to lead to a Competing Proposal;

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grant access to the properties, books, records or personnel of ServiceSource or its subsidiaries to any person relating to any Competing Proposal or any inquiry or proposal that constitutes or would reasonably be expected to lead to a Competing Proposal;

•

grant any waiver, amendment or release of any third party under any standstill or confidentiality agreement;

•

approve, endorse, recommend, or execute or enter into any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement or other similar agreement or contract relating to a Competing Proposal or any proposal or offer that constitutes or would reasonably be expected to lead to a Competing Proposal; or

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resolve or publicly propose to take any of the actions or do any of the other things prohibited by the Merger Agreement.

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In addition, until the Effective Time, except as otherwise expressly provided in the Merger Agreement, ServiceSource agreed to:

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as promptly as reasonably practicable, and in any event within twenty-four (24) hours of receipt by ServiceSource or any of its representatives of any Competing Proposal or any inquiry, proposal or request that constitutes or would reasonably be expected to lead to any Competing Proposal, deliver to Parent a written notice setting forth: (i) the identity of the third party making such Competing Proposal or inquiry, proposal or request and (ii) the material terms and conditions of any such Competing Proposal or such inquiry, proposal or request; and

•

keep Parent reasonably informed of the status and any material amendment or modification of any such Competing Proposal, inquiry, proposal or request on a prompt basis, and the status of any discussions or negotiations, and in any event within twenty-four (24) hours following ServiceSource’s receipt in writing of such an amendment or modification. Further, ServiceSource will provide Parent with at least twenty-four (24) hours prior notice of any meeting of the board of directors of ServiceSource at which ServiceSource’s board of directors is reasonably expected to consider any Competing Proposal.

Notwithstanding anything to the contrary in the Merger Agreement, at any time prior to obtaining the ServiceSource Stockholder Approval at the Special Meeting, in the event that ServiceSource receives a bona fide, unsolicited Competing Proposal from any person which is made after the Effective Date and did not result from a breach of the relevant terms of the Merger Agreement, (i) ServiceSource and its representatives may contact such person solely to clarify the terms and conditions thereof and (ii) ServiceSource and its board of directors and their respective representatives may engage in negotiations or discussions with, or furnish any information and other access to, any person making such Competing Proposal and its representatives or potential sources of financing if ServiceSource’s board of directors determines in good faith (after consultation with its outside legal counsel and financial advisors) that such Competing Proposal either constitutes a Superior Proposal or would reasonably be expected to result in a Superior Proposal; provided that (i) prior to furnishing any material nonpublic information concerning ServiceSource or its subsidiaries, ServiceSource receives from such person, to the extent such person is not already subject to a confidentiality agreement with ServiceSource, an executed confidentiality agreement with such person containing confidentiality terms that are not materially less favorable in the aggregate to ServiceSource than those contained in the confidentiality agreement with Parent and (ii) any such material nonpublic information so furnished in writing shall be promptly made available to Parent to the extent it was not previously made available to Parent or its representatives.

For purposes of the Merger Agreement:

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a “Competing Proposal” is any bona fide proposal or offer (whether written or oral) made by any person (other than Parent, Acquisition Sub or any of their respective affiliates) or group of persons (x) to purchase or otherwise acquire, directly or indirectly, in one transaction or a series of transactions, (i) beneficial ownership of more than twenty percent (20%) of the total outstanding equity securities of ServiceSource (by vote or value) pursuant to a merger, consolidation or other business combination, sale of shares of capital stock, tender offer (including a self-tender offer), exchange offer, liquidation, dissolution or similar transaction or (ii) any one or more assets or businesses of ServiceSource and its subsidiaries that constitute more than twenty percent (20%) of the revenues or assets of ServiceSource and its subsidiaries, taken as a whole, (y) with respect to the issuance, sale or other disposition, directly or indirectly, to any person (other than Parent, Acquisition Sub or any of their respective affiliates) or group of persons, of securities (or options, rights, or warrants to purchase, or securities convertible into or exchangeable for, such securities) representing more than twenty percent (20%) of the voting power of ServiceSource, or (z) with respect to any merger, consolidation, business combination, recapitalization, reorganization, liquidation, dissolution or other transaction involving ServiceSource or its subsidiaries pursuant to which any person or group of persons would have beneficial ownership of securities representing more than twenty percent (20%) of the total outstanding equity securities of ServiceSource (by vote or value) after giving effect to the consummation of such transaction; and

•

a “Superior Proposal” is a Competing Proposal (with all percentages in the definition of Competing Proposal increased to fifty percent (50%)) made by a third party that was not obtained by or

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related to a breach of the Merger Agreement, that the Board has determined in good faith, after consultation with its outside legal counsel and financial advisors and considering all legal, regulatory and financing aspects of such Competing Proposal as the Board considers to be appropriate (including the identity of the third party), is reasonably likely to be consummated in accordance with its terms, and if consummated would be more favorable, from a financial point of view, to ServiceSource’s stockholders than the transactions contemplated by the Merger Agreement.

Alternative Acquisition Agreements

Notwithstanding anything in the Merger Agreement to the contrary, but subject to ServiceSource’s compliance with the relevant sections of the Merger Agreement, at any time prior to receipt of the ServiceSource Stockholder Approval, the Board may, if ServiceSource has received a bona fide, unsolicited Competing Proposal which did not result from a breach of the Merger Agreement and that is not withdrawn, and the Board has determined in good faith (after consultation with its outside legal counsel and financial advisors) that such Competing Proposal constitutes a Superior Proposal, terminate the Merger Agreement and pay the termination fee and substantially concurrently enter into an Alternative Acquisition Agreement with respect to such Competing Proposal that constitutes a Superior Proposal, if and only if, the Board has determined in good faith (after consultation with its outside legal counsel and financial advisors) that the failure to take such action would reasonably be expected to be inconsistent with the directors’ fiduciary duties under applicable law, ServiceSource has complied in all material respects with the relevant sections of the Merger Agreement with respect to such Competing Proposal and the person making such Competing Proposal, and ServiceSource has paid the Termination Fee; provided, however, that no termination of the Merger Agreement pursuant to this provision of the Merger Agreement may be effected unless and until:

•

the fourth (4th) business day (the “Notice Period”) following Parent’s receipt of a written notice from ServiceSource advising Parent of the Board’s intent to terminate the Merger Agreement to accept a Superior Proposal (a “Notice of Superior Proposal”), which Notice of Superior Proposal shall specify the terms and conditions (and include the most current version of each proposed contract providing for such Superior Proposal, including any contract relating to financing) of any such Competing Proposal which the Board has concluded constitutes a Superior Proposal and the identity of the person making such Competing Proposal;

•

during the Notice Period, if requested by Parent, ServiceSource and its representatives shall negotiate with Parent and its representatives in good faith (to the extent Parent so desires to negotiate) to make adjustments to the terms and conditions of the Merger Agreement so that such Competing Proposal would cease to constitute a Superior Proposal; and

•

in determining whether to terminate the Merger Agreement the Board shall take into account any changes to the terms of the Merger Agreement timely proposed by Parent in response to a Notice of Superior Proposal during the Notice Period (as may be extended).

Any amendment to the financial terms or any other material amendment of such Superior Proposal requires a new notice thereof and ServiceSource will be required to comply again with the requirements described above in the previous paragraph (except that the four (4) business day period above will be a three (3) business day period).

Adverse Recommendation Changes

As described above, and subject to the provisions described below, the Board has made the recommendation that ServiceSource stockholders vote “FOR” the proposal to adopt the Merger Agreement (the “Company Recommendation”). The Merger Agreement provides that the Board will not effect an Adverse Recommendation Change (as defined below) except as described below.

Under the terms of the Merger Agreement, neither the Board nor any committee thereof may:

•

(i) withdraw, withhold, qualify or modify, or propose publicly or otherwise to withdraw, withhold, qualify or modify, in a manner adverse to Parent or Acquisition Sub, or fail to make, the Company Recommendation in this Proxy Statement, (ii) adopt, approve or recommend, or propose publicly to adopt, approve or recommend, to ServiceSource’s stockholders, or otherwise declare advisable, any

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Competing Proposal, (iii) fail to publicly recommend against any Competing Proposal or fail to publicly reaffirm the Company Recommendation, in each case, within ten (10) business days after Parent so requests in writing following a publicly announced Competing Proposal, (iv) fail to recommend against any Competing Proposal subject to Regulation 14D under the Exchange Act in a Solicitation/Recommendation Statement on Schedule 14D-9 within ten (10) business days after the commencement of such Competing Proposal or make any recommendation or public statement in connection with a tender or exchange offer that constitutes a Competing Proposal other than a recommendation against such offer or a “stop, look and listen” communication by ServiceSource’s board of directors or (v) fail to include the recommendation of ServiceSource’s board of directors in favor of approval and adoption of the Merger Agreement and the Merger in this Proxy Statement (any of the foregoing actions in this bullet being, an “Adverse Recommendation Change”); or

•

approve, endorse recommend, or allow ServiceSource or any of its subsidiaries to execute, approve or enter into, any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement or other similar agreement or contract relating to a Competing Proposal or any proposal or offer that constitutes or would reasonably be expected to lead to a Competing Proposal (other than a confidentiality agreement).

Notwithstanding anything in the Merger Agreement to the contrary, at any time prior to receipt of the ServiceSource Stockholder Approval, the Board may (i) make an Adverse Recommendation Change in response to an event, occurrence, development or circumstances (other than related to a Competing Proposal or Superior Proposal, or any proposal which constitutes or would reasonably be expected to lead to a Competing Proposal or Superior Proposal) that was neither known to, nor reasonably foreseeable by, ServiceSource’s board of directors as of the date of the Merger Agreement (an “Intervening Event”), only if the Board has determined in good faith (after consultation with its outside legal counsel and financial advisors) that the failure to take such action would reasonably be inconsistent with ServiceSource’s directors’ fiduciary duties under applicable law or (ii) if ServiceSource has received a bona fide, unsolicited Competing Proposal which did not result from a breach of the Merger Agreement and that is not withdrawn, and the Board has determined in good faith (after consultation with its outside legal counsel and financial advisors) that such Competing Proposal constitutes a Superior Proposal, make an Adverse Recommendation Change if and only if the Board has determined in good faith (after consultation with its outside legal counsel and financial advisors) that the failure to take such action would reasonably be expected to be inconsistent with the directors’ fiduciary duties under applicable law, ServiceSource has complied in all material respects with the relevant sections of the Merger Agreement with respect to such Competing Proposal and the person making such Competing Proposal, and ServiceSource has paid the Termination Fee; provided, however, that no Adverse Recommendation Change may be made unless and until:

•

the expiration of the Notice Period following Parent’s receipt of a written notice from ServiceSource advising Parent of ServiceSource’s board of directors’ intent to make an Adverse Recommendation Change (a “Notice of Adverse Recommendation”), which Notice of Adverse Recommendation shall specify in reasonable detail the applicable Intervening Event or Superior Proposal;

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during the Notice Period, if requested by Parent, ServiceSource and its representatives shall negotiate with Parent and its representatives in good faith (to the extent Parent so desires to negotiate) to make adjustments to the terms and conditions of the Merger Agreement so that the failure to make an Adverse Recommendation Change in response to such Intervening Event would no longer be reasonably expected to be inconsistent with the fiduciary duties of the Board under applicable law; and

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in determining whether to make such Adverse Recommendation Change the Board shall take into account any changes to the terms of the Merger Agreement timely proposed by Parent in response to a Notice of Adverse Recommendation during the Notice Period (as may be extended).

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The Merger Agreement does not restrict ServiceSource from taking or disclosing a position contemplated by Rule 14d-9 or Rule 14e-2(a) under the Exchange Act, or otherwise making disclosure to comply with any applicable law.

Employee Benefits

During the Continuation Period, Parent will, or will cause the Surviving Corporation or any of their respective affiliates to, provide for each employee of ServiceSource or any of its subsidiaries who remain employees of Parent, the Surviving Corporation or any of their subsidiaries following the Effective Time (each, a “Continuing Employee”) with (i) at least the same base salary and base wage rate provided to such Continuing Employee immediately prior to Effective Time, (ii) short-term cash incentive compensation opportunities (excluding any equity or equity-based, change in control, retention, transaction or similar incentive opportunities) that are substantially comparable in the aggregate to the short-term cash incentive compensation opportunities (excluding any equity or equity-based, change in control, retention, transaction or similar incentive opportunities) provided to each such Continuing Employee immediately prior to the Effective Time and (iii) employee benefits (excluding equity or equity-based, defined benefit pension, severance, change in control, retention and nonqualified deferred compensation and retiree or post-termination health or welfare benefits) that are substantially comparable in the aggregate (including with respect to the proportion of employee cost) to such employee benefits (excluding equity or equity-based, defined benefit pension, nonqualified deferred compensation and retiree or post-termination welfare benefits or compensation) provided to such continuing employee immediately prior to the Effective Time.

Each Continuing Employee whose employment is terminated during the Continuation Period, will receive severance payments and benefits that are no less favorable than the severance payments and benefits that such Continuing Employee would have been eligible to receive upon a termination of employment under any applicable ServiceSource severance plan, policy, practice or arrangement in accordance with the terms of such arrangements as in effect as of immediately prior to the Effective Time and disclosed to Parent or, if greater, the severance payments and benefits that are provided to similarly situated employees of Parent and its subsidiaries at the time of such termination.

Parent acknowledges that the consummation of the Merger will constitute a “change in control” (or similar term) of ServiceSource under the terms of its benefit plans, as applicable.

From and after the Effective Time, Parent will, or will cause the Surviving Corporation or any of their respective subsidiaries to, assume and honor all obligations under those ServiceSource change in control agreements, employment agreements, severance plans, supplemental benefit plans, separation agreements, retention agreements and supplemental pension plans that are disclosed to Parent in accordance with their terms.

Each Continuing Employee will be immediately eligible to participate, without any waiting time or satisfaction of any other eligibility requirements, in any and all benefit plans or arrangements of Parent, the Surviving Corporation or any of their respective subsidiaries in which such Continuing Employees participate following the Effective Time (the “New Plans”) to the extent that (i) coverage under such New Plan replaces coverage under a company benefit plan in which such Continuing Employee participated immediately before the Effective Time (collectively, the “Old Plans”) and (ii) such Continuing Employee has satisfied all waiting time and other eligibility requirements under the Old Plan being replaced by the New Plan. In addition, for purposes of each New Plan providing medical, dental, pharmaceutical and/or vision benefits to any Continuing Employee, Parent will use commercially reasonable best efforts to cause (i) all pre-existing condition exclusions and actively-at-work requirements of such New Plan to be waived for such Continuing Employee and his or her covered dependents to the extent such conditions were inapplicable or waived under the comparable Old Plan in which such Continuing Employee participated immediately prior to the Effective Time and (ii) any expenses incurred by any Continuing Employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the date such Continuing Employee’s participation in the corresponding New Plan begins to be taken into account under such New Plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such Continuing Employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan.

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Efforts to Close the Merger

ServiceSource, Parent and Acquisition Sub have agreed to use their respective commercially reasonable efforts to consummate and make effective the transactions contemplated by the Merger Agreement and to cause the conditions to the Merger to be satisfied as expeditiously as practicable. In furtherance thereof, Parent and Acquisition Sub have agreed that (i) none of Parent, Acquisition Sub or ServiceSource or their respective affiliates shall extend any waiting period or comparable period under the HSR Act or enter into any agreement with any governmental authority not to consummate the transactions contemplated by the Merger Agreement, except with the prior written consent of the other parties, with such consent not to be unreasonably withheld, conditioned or delayed, and (ii) Parent and Acquisition Sub agree to take promptly any and all steps necessary or reasonably advisable or as may be required by any governmental authority to avoid or eliminate each and every impediment and obtain all consents under any antitrust laws and Foreign Investment Laws that may be required by any governmental authority so as to enable the parties to consummate the Merger as expeditiously as possible, provided, that notwithstanding anything to the contrary in the Merger Agreement, neither Parent nor Acquisition Sub shall have any obligation to (or cause any of their respective Subsidiaries or Affiliates of ServiceSource to): (i) sell, divest, license or otherwise dispose of, any assets of ServiceSource or its subsidiaries or of Parent or Acquisition Sub, (ii) terminate, amend or assign existing relationships and contractual rights and obligations of ServiceSource or its subsidiaries or of Parent or Acquisition Sub, (iii) require Parent or Acquisition Sub or ServiceSource or its subsidiaries, to grant any right or commercial or other accommodation to, or enter into any material commercial contractual or other commercial relationship with, any third party and (iv) impose limitations on Parent or Acquisition Sub or ServiceSource or its subsidiaries, with respect to how they own, retain, conduct or operate all or any portion of their respective businesses or assets. Notwithstanding anything else in the Merger Agreement, including any such action contemplated by clause (ii) above, Parent and Acquisition Sub are not obligated to take any action contemplated by clause (ii) above if any of those actions individually or in the aggregate could reasonably be expected to have a material adverse effect on Parent after the Closing Date.

In accordance with the terms and subject to the conditions of the Merger Agreement, Parent, Acquisition Sub and ServiceSource will use their respective commercially reasonable efforts to consummate and make effective the transactions contemplated by the Merger Agreement and to cause the conditions to the Merger to be satisfied as expeditiously as practicable (and in any event at least five (5) business days prior to the termination date of the Merger Agreement), including using commercially reasonable efforts to accomplish the following:

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the obtaining of all necessary actions or non-actions, consents and approvals from governmental authorities necessary in connection with the consummation of the transactions contemplated by the Merger Agreement, including the Merger, and the making of all necessary registrations and filings (including filings with governmental authorities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval from, or to avoid any action by, any governmental authority necessary in connection with the consummation of the transactions contemplated by the Merger Agreement, including the Merger;

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the obtaining of all other necessary consents, approvals or waivers from third parties (provided that ServiceSource shall not be required to make or agree to make any payment to such third parties or accept any material conditions or obligations with respect thereto);

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the defending of any lawsuits pursuant to any United States securities laws or state fiduciary duty laws, challenging the Merger Agreement or the consummation of the transactions contemplated thereby, including the Merger, including seeking to have any stay or temporary restraining order entered by a court vacated or reversed, unless Parent reasonably determines in good faith after consultation with Company that contesting such judicial lawsuit would not be advisable; and

•

the execution and delivery of any additional instruments reasonably necessary to consummate the Merger and any other transactions to be performed or consummated by such party in accordance with the terms of the Merger Agreement and to carry out fully the purposes of the Merger Agreement.

Access to Information

Upon reasonable notice, ServiceSource shall (and shall cause each of its subsidiaries to) afford to Parent and its respective representatives reasonable access, at Parent’s sole cost and expense, in a manner

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not disruptive in any material respect to the operations of the business of ServiceSource and its subsidiaries, during normal business hours and upon reasonable advance notice throughout the period commencing on the date of the Merger Agreement until the earlier of the Effective Time and the termination of the Merger Agreement, to the properties, management personnel, contracts, books and records of ServiceSource and its subsidiaries and, during such period, shall (and shall cause each of its subsidiaries to) furnish promptly to such representatives all information (to the extent not publicly available) concerning the business, properties and personnel of ServiceSource and its subsidiaries as may reasonably be requested. However, ServiceSource will not be required to disclose any information to Parent or Acquisition Sub if such disclosure would, in the reasonable judgment of ServiceSource, (i) cause significant competitive harm to ServiceSource or its subsidiaries if the transactions contemplated by the Merger Agreement are not consummated, (ii) violate applicable law or the provisions of any contract to which ServiceSource or any of its subsidiaries is a party or (iii) jeopardize any attorney-client or other legal privilege. Each of Parent and Acquisition Sub also agrees that it will not, and cause its representatives not to, use any information disclosed for any competitive or other purpose unrelated to the transactions contemplated by the Merger Agreement.

Indemnification and Insurance

In the Merger Agreement, Parent and Acquisition Sub agreed that all rights to exculpation and indemnification for acts or omissions occurring at or prior to the Effective Time existing as of the date of the Merger Agreement in favor of the current or former directors, officers or employees of ServiceSource or ServiceSource’s subsidiaries, or any person serving at the request of ServiceSource or any of its subsidiaries as a director, officer or employee of another person (the “D&O Indemnified Parties”), as provided in the respective organizational documents or in any agreement for indemnification, will survive the Merger and will continue in full force and effect.

For at least six (6) years after the Effective Time, Parent shall, and shall cause the Surviving Corporation and its other subsidiaries to, maintain in full force and effect the coverage provided by the existing directors’ and officers’ liability insurance, employment practices liability insurance and fiduciary liability insurance in effect as of the Closing Date and maintained by ServiceSource or any of its subsidiaries (which insurance coverage shall be substantially the same as in effect as of the date of the Merger Agreement), as applicable (the “Existing D&O Insurance Policies”) with limits and on terms and conditions no less advantageous to the D&O Indemnified Parties than the Existing D&O Insurance Policies, covering claims arising from facts, events, acts or omissions that occurred at or prior to the Effective Time, including the transactions contemplated by the Merger Agreement. In lieu of such insurance, prior to the Effective Time, ServiceSource may purchase prepaid, non-cancellable six (6)-year “tail” directors’ and officers’ liability insurance, employment practices liability insurance and fiduciary liability insurance (“Tail Coverage”), effective as of the Effective Time, with limits and on terms and conditions no less advantageous to the D&O Indemnified Parties than the Existing D&O Insurance Policies, covering claims arising from facts, events, acts or omissions that occurred at or prior to the Effective Time, including the transactions contemplated by the Merger Agreement, and Parent shall cause the Surviving Corporation (or its applicable subsidiaries) to maintain such Tail Coverage in full force and effect, without any modification, and continue to honor the obligations thereunder, in which event Parent shall cease to have any obligations to maintain the Existing D&O Insurance Policies.

Other Covenants

Stockholders’ Meetings

ServiceSource shall, as promptly as practicable following the date on which the SEC confirms that it has no further comments on the Proxy Statement, take all action necessary in accordance with applicable laws and the organizational documents of ServiceSource to set a record date for the purpose of voting upon the approval of the Merger and holding the ServiceSource stockholder advisory vote (the “Stockholders’ Meeting”).

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Conditions to the Closing of the Merger

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the ServiceSource Stockholder Approval having been obtained; and

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any waiting period (or any extension thereof) applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated or early termination thereof shall have been granted, and neither party shall have received a letter from the FTC Bureau of Competition substantially in the form announced and disclosed by the FTC Bureau of Competition on August 3, 2021, or a similar letter from the Antitrust Division of the DOJ, and the applicable waiting periods (or any extensions thereof) or clearance, as applicable, under the Antitrust and Foreign Investment Laws of the jurisdictions set forth in the Company Disclosure Letter shall have expired, been terminated or clearance decisions shall have been obtained, and there shall not be in effect any voluntary agreement with a Governmental Authority not to consummate the Merger;

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ServiceSource shall have performed or complied in all material respects with its obligations required under the Merger Agreement to be performed or complied with on or prior to the Closing Date; and

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The obligations of ServiceSource to effect the Merger are also subject to the satisfaction or waiver by ServiceSource of the following conditions:

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any waiting period (or any extension thereof) applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated or early termination thereof shall have been granted, and the applicable waiting periods (or any extensions thereof) or clearance, as applicable, under the Antitrust and Foreign Investment Laws of the jurisdictions set forth in the Company Disclosure Letter shall have expired, been terminated or clearance decisions shall have been obtained, and there shall not be in effect any voluntary agreement with a Governmental Authority not to consummate the Merger; and

•

Termination of the Merger Agreement

The Merger Agreement may be terminated at any time prior to the Effective Time, whether before or after the ServiceSource Stockholder Approval:

•

by mutual written consent of each of Parent and ServiceSource;

•

by either Parent or ServiceSource, if:

•

the Merger shall not have been consummated on or before 5:00 p.m. (Mountain Time) on November 1, 2022 (the “Termination Date”); provided, however, that, if on the Termination Date the only conditions to the Closing set forth in the Merger Agreement that have not been satisfied (other than such conditions that by their nature will be satisfied at Closing) are the expiration or termination of waiting periods or clearance, as applicable under the Antitrust and Foreign Investment Laws as set forth in the Company Disclosure Letter, and there are no voluntary agreements with any Governmental Authorities to not consummate the Merger, the Termination Date will automatically extend by 60 days to December 31, 2022 with no further action by any party to the Merger Agreement; provided, further, that, if on December 31, 2022 the only conditions to the Closing set forth in the Merger Agreement that have not been satisfied (other than such conditions that by their nature will be satisfied at Closing) are the expiration or termination of waiting periods or clearance, as applicable under the Antitrust and Foreign Investment Laws as set forth in the Company Disclosure Letter, and there are no voluntary agreements with any Governmental Authorities to not consummate the Merger, the Termination Date will automatically extend by an additional 60 days to March 1, 2023; provided, further, that, if on March 1, 2023 the only conditions to the Closing set forth in the Merger Agreement that has not been satisfied (other than such conditions that by their nature will be satisfied at Closing) are the expiration or termination of waiting periods or clearance, as applicable

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under the Antitrust and Foreign Investment Laws as set forth in the Company Disclosure Letter, and there are no voluntary agreements with any Governmental Authorities to not consummate the Merger, the Termination Date will automatically extend by an additional 60 days to April 30, 2023; provided, further, that the right to terminate the Merger Agreement pursuant to this provision of the Merger Agreement shall not be available to any party if the failure of such party, and, in the case of Parent, including the failure of Acquisition Sub to perform or comply with any of its obligations under the Merger Agreement has been the principal cause of or resulted in the failure of the closing of the Merger to have occurred on or before such date;

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prior to the Effective Time, any governmental authority (i) of competent jurisdiction in any jurisdiction in which ServiceSource, Parent or any of their respective affiliates have material business operations shall have enacted, issued, promulgated, enforced or entered any law or order which is then in effect and has the effect of restraining, enjoining, rendering illegal or otherwise prohibiting consummation of the Merger or (ii) of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any law or order which is then in effect and has the effect of restraining, enjoining, rendering illegal or otherwise prohibiting consummation of the Merger if the effect of violating such law or order would impose, or would reasonably be expected to impose, criminal penalties upon Parent, Acquisition Sub, ServiceSource or any of its subsidiaries, and such law or order or other action, in each case, shall have become final and non-appealable; provided, however, that the right to terminate the Merger Agreement under the terms thereunder shall not be available to a party if the issuance of such law or order or taking of such action was primarily due to the failure of such party to perform any of its obligations under the Merger Agreement; or

•

by ServiceSource if:

•

	Annex A: Agreement and Plan of Merger
	Annex B: Opinion of ServiceSource’s Financial Advisor
	Annex C: Section 262 of the General Corporation Law of the State of Delaware
	Annex D: Complaint filed by Shiva Stein on June 6, 2022 in the United States District Court for the Southern District of New York
	Annex E: Complaint filed by Stephen Debien on June 9, 2022 in the United States District Court for the District of Colorado
	Annex F: Complaint filed by Maurice Cline on June 10, 2022 in the United States District Court for the District of Colorado

	Termination of the Merger Agreement					82
	ServiceSource Expense Payment					84
	Termination Fee					85
	Enforcement Expenses					85
	Specific Performance					85
	Fees and Expenses					85
	Amendment; Extension and Waiver					85
	Jurisdiction					86
	Governing Law					86
	PROPOSAL 2: ADVISORY VOTE ON MERGER-RELATED EXECUTIVE COMPENSATION ARRANGEMENTS					87
	The Non-Binding Compensation Proposal					87
	Vote Required and Board Recommendation					87
	PROPOSAL 3: VOTE TO APPROVE THE ADJOURNMENT OF THE SPECIAL MEETING, FROM TIME TO TIME, TO A LATER DATE OR DATES, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES TO APPROVE THE MERGER PROPOSAL AT THE TIME OF THE SPECIAL MEETING					88
	The Adjournment Proposal					88
	Vote Required and Board Recommendation					88
	MARKET PRICE AND DIVIDEND DATA					88
	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT					89
	APPRAISAL RIGHTS					90
	Filing Written Demand					92
	Notice by the Surviving Corporation					93
	Filing a Petition for Appraisal					93
	Determination of Fair Value					94
	OTHER MATTERS					95
	FUTURE STOCKHOLDER PROPOSALS					95
	HOUSEHOLDING INFORMATION					96
	WHERE YOU CAN FIND MORE INFORMATION					96
	MISCELLANEOUS					97