SC 13E3

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13E-3

(Rule 13e-100)

Rule 13e-3 Transaction Statement

under Section 13(e) of the Securities Exchange Act of 1934

Innotrac Corporation

Name of Subject Company (issuer)

Blue Eagle Holdings, L.P.

Blue Eagle Acquisition Sub, Inc.

Blue Eagle GP, LLC

Sterling Capital Partners IV, L.P.

SC Partners IV, L.P.

Sterling Capital Partners IV, LLC

Innotrac Corporation

Scott D. Dorfman

(Names of Filing Persons)

Common Stock, par value $0.10 per share

(Title of Class of Securities)

45767M109

(CUSIP Number of Class of Securities)

M. Avi Epstein

General Counsel

Sterling Fund Management, LLC

401 North Michigan Avenue, Suite 3300

Chicago, Illinois 60611

(312) 465-7001

(Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of filing persons)

With copies to:

Jeffrey R. Patt
Mark D. Wood
Katten Muchin Rosenman LLP
525 West Monroe Street
Chicago, Illinois  60661
(312) 902-5200 Bruce D. Wanamaker Ledbetter Wanamaker Glass LLP 400 Colony Square, Suite 1501 1201 Peachtree Street, NE Atlanta, Georgia 30361 (404) 835-9502

This statement is filed in connection with (check the appropriate box):
a.	o	The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934.
b.	o	The filing of a registration statement under the Securities Act of 1933.
c.	x	A tender offer.
d.	o	None of the above.
Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies:   o
Check the following box if the filing is a final amendment reporting the results of the transaction:  o
Calculation of Filing Fee
TRANSACTION VALUATION*			AMOUNT OF FILING FEE**
$111,400,608			$14,348.40
*	Estimated solely for purposes of calculating the filing fee only. The transaction value was calculated on the basis of (i) 13,585,440 shares of common stock, par value $0.10 per share, of Innotrac Corporation (the “Shares”), the estimated maximum number of Shares that may be acquired in this tender offer (consisting of (a) 13,245,440 Shares issued and outstanding as of December 2, 2013, and (b) 340,000 Shares issuable upon the exercise of outstanding options), multiplied by (ii) the offer price of $8.20 per Share.
**	The amount of the filing fee is calculated, in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), by multiplying the transaction value by 0.0001288.
x	Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid.  Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.
Amount Previously Paid:  $14,348.40			Filing Parties:  Blue Eagle Acquisition Sub, Inc., Blue Eagle Holdings, L.P., Blue Eagle GP, LLC, Sterling Capital Partners IV, L.P., SC Partners IV, L.P. and Sterling Capital Partners IV LLC
Form or Registration No.:  Schedule TO			Date Filed:  December 4, 2013

INTRODUCTION

This Rule 13E-3 Transaction Statement on Schedule 13E-3, together with the exhibits hereto (this “Schedule 13e-3” or this “Transaction Statement”), is filed by (a) Blue Eagle Holdings, L.P., a Delaware limited partnership (“Parent”), (b) Blue Eagle Acquisition Sub, Inc., a Georgia corporation (“Purchaser”), (c) Blue Eagle GP, LLC, a Delaware limited liability company (“Parent GP”), (d) Sterling Capital Partners IV, L.P., a Delaware limited partnership (“Sterling IV LP”), (e) SC Partners IV, L.P., a Delaware limited partnership (“SCP IV LP”), (f) Sterling Capital Partners IV, LLC, a Delaware limited liability company (“Sterling IV LLC” and, together with the Purchaser, Parent, Parent GP, Sterling IV LP and SCP IV LP, the “Purchaser Group”), (g) Innotrac Corporation, a Georgia corporation (“Innotrac”), and (h) Scott D. Dorfman (“Mr. Dorfman” and, together with Innotrac and the Purchaser Group, the “Filing Persons”). This Transaction Statement relates to the tender offer by the Purchaser to purchase all of the issued and outstanding shares of common stock, par value $0.10 per share (the “Shares”), of Innotrac, at a purchase price of $8.20 per Share (the “Offer Price”), payable net to the seller in cash, without interest and less applicable withholding, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated December 4, 2013 (as may be amended or supplemented from time to time, the “Offer to Purchase”), and in the related Letter of Transmittal (as may be amended or supplemented from time to time, the “Letter of Transmittal”) (which, as amended or supplemented from time to time, together constitute the “Offer”).

This Transaction Statement also relates to the Agreement and Plan of Merger, dated as of November 14, 2013, by and among Parent, Purchaser and Innotrac (as such agreement may be amended or supplemented from time to time, the “Merger Agreement”). The Merger Agreement provides, among other things, for the making of the Offer by the Purchaser and further provides that, upon the terms and subject to the conditions contained in the Merger Agreement, after the completion of the Offer and the satisfaction or waiver of all of the conditions to the Merger (as defined below), including, if required, a vote of Innotrac’s shareholders, the Purchaser will be merged with and into Innotrac, with Innotrac surviving the Merger as a wholly-owned subsidiary of Parent (the “Merger”). At the effective time of the Merger, each issued and outstanding Share (other than Shares held in the treasury of Innotrac or owned by Parent or Purchaser or held by shareholders who properly demand and perfect dissenters’ rights under the Georgia Business Corporation Code) that was not tendered in the Offer will convert into the right to receive from Purchaser the Offer Price per share in cash, without interest and less any applicable withholding tax.

In connection with the Merger Agreement, Mr. Dorfman and related shareholders entered into a Contribution and Support Agreement, dated as of November 14, 2013, with Parent (the “Contribution and Support Agreement”), which is attached as Exhibit (d)(4) to this Transaction Statement. As a result of the transactions contemplated by the Contribution and Support Agreement, the transactions contemplated by the Merger Agreement are considered to constitute, and Mr. Dorfman, the Purchaser Group and Innotrac are deemed to be engaged in, a “going private” transaction under Rule 13e-3 under the Exchange Act. Therefore, Mr. Dorfman and the Purchaser Group are required to, among other things, express their reasons for the transactions described in the Offer to Purchase, a copy of which is filed as Exhibit (a)(1)(A) to the Schedule TO dated December 4, 2013, and their views as to the fairness of the transactions to Innotrac’s unaffiliated stockholders. The Filing Persons make the statements in this Transaction Statement solely for the purpose of complying with the requirements of Rule 13e-3 and related rules under the Exchange Act.

Concurrently with the filing of this Transaction Statement, Purchaser and Parent are filing a Tender Offer Statement on Schedule TO (as may be amended from time to time, the “Schedule TO”) in connection with the Offer and Innotrac is filing a Schedule 14D-9 Solicitation/Recommendation Statement (as may be amended from time to time, the “Schedule 14D-9”) in connection with the Offer. A copy of the Schedule 14D-9 is attached as Exhibit (a)(2)(A) to this Transaction Statement.

The cross references below are being supplied pursuant to General Instruction G to Schedule 13E-3 and show the location in the Offer to Purchase and the Schedule 14D-9 of the information required to be included in response to the items of Schedule 13E-3. The information contained in the Schedule TO and the Schedule 14D-9, including all annexes thereto, is incorporated by reference herein, and the responses to each Item in this Transaction Statement are qualified in their entirety by the information contained in Schedule TO and Schedule 14D-9 and the annexes thereto. All information contained or incorporated by reference in this Transaction Statement concerning any of the Filing Persons has been provided by such Filing Person and none of the Filing Persons takes responsibility for the accuracy of any information not supplied by such Filing Person.

ITEM 1.             SUMMARY TERM SHEET.

The information set forth in the Offer to Purchase under the caption “Summary Term Sheet” is incorporated herein by reference.

ITEM 2.             SUBJECT COMPANY INFORMATION.

(a)       Name and address.

The name of the subject company and the issuer of the securities is Innotrac Corporation. Innotrac’s principal executive offices are located at 6465 East Johns Crossing, Johns Creek, Georgia 30097. The telephone number at Innotrac’s principal executive offices is (678) 584-4000.

(b)       Securities.

The information set forth in the Offer to Purchase under the caption “Introduction” is incorporated herein by reference and the information in the Schedule 14D-9 under the caption “Item 1. Subject Company Information — Securities” is incorporated herein by reference.

(c)       Trading market and price.

The information set forth in the Offer to Purchase under the caption “The Offer — Section 6. Price Range of the Shares; Dividends on the Shares” is incorporated herein by reference.

(d)       Dividends.

The information set forth in the Offer to Purchase under the caption “The Offer — Section 6. Price Range of the Shares; Dividends on the Shares” is incorporated herein by reference.

(e)       Prior public offerings.

Not applicable.

(f)       Prior stock purchases.

Not applicable.

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ITEM 3.             IDENTITY AND BACKGROUND OF FILING PERSON.

(a)       Name and address.

This Schedule 13e-3 is filed by the Filing Persons. The information set forth in the Offer to Purchase under the captions “Summary Term Sheet”; “Introduction”; “The Offer — Section 9. Certain Information Concerning Parent and Purchaser” and “Schedule I” is incorporated herein by reference and the information set forth in the Schedule 14D-9 under the caption “Item 8. Additional Information — Additional Information About the Board of Directors and Executive Officers” is incorporated herein by reference.

(b)       Business and background of entities.

The information set forth in the Offer to Purchase under the caption “The Offer — Section 9. Certain Information Concerning Parent and Purchaser” and “Schedule I” is incorporated herein by reference.

(c)       Business and background of natural persons.

The information set forth in the Offer to Purchase under the captions “The Offer — Section 9. Certain Information Concerning Parent and Purchaser” and “Schedule I” is incorporated herein by reference and the information in the Schedule 14D-9 under the caption “Item 8. Additional Information — Additional Information About the Board of Directors and Executive Officers” is incorporated herein by reference.

ITEM 4.             TERMS OF THE TRANSACTION.

(a)       Material terms.

The information set forth in the Offer to Purchase under the captions “Summary Term Sheet”; “Introduction”; “Special Factors — Section 5. Effects of the Offer”; “Special Factors — Section 6. Summary of the Merger Agreement and Other Agreements”; “Special Factors — Section 7. Dissenter’s Rights; Rule 13e-3”; “The Offer — Section 1. Terms of the Offer”; “The Offer — Section 2. Acceptance for Payment and Payment for Shares”; “The Offer — Section 3. Procedure for Tendering Shares”; “The Offer — Section 4. Withdrawal Rights”; “The Offer — Section 5. Summary of Material U.S. Federal Income Tax Consequences”; “The Offer — Section 7. Effect of the Offer on the Market for the Shares; NASDAQ Capital Market Listing; Exchange Act Registration; Margin Regulations” and “The Offer — Section 11. Conditions of the Offer” is incorporated herein by reference and the information set forth in the Schedule 14D-9 under the captions “Item 3. Past Contacts, Transactions, Negotiations And Agreements”; “Item 4. The Solicitation or Recommendation”; “Item 8. Additional Information — Dissenter’s Rights”; and “Item 8. Additional Information — Minimum Tenders and Votes; Short-Form Merger; Top-Up Option” is incorporated herein by reference.

(c)       Different terms.

The information set forth in the Offer to Purchase under the captions “Introduction”; “Special Factors — Section 1. Background of the Offer; Past Contacts, Negotiations and Transactions”; “Special Factors — Section 5. Effects of the Offer”; “Special Factors — Section 6. Summary of the Merger Agreement and Other Agreements”; “Special Factors — Section 7. Dissenter’s Rights; Rule 13e-3”; “Special Factors — Section 8. Transactions and Arrangements Concerning the Shares” and “Special Factors — Section 10. Interests of Directors and Executive Officers in the Offer and the Merger” is incorporated herein by reference and the information set forth in the Schedule 14D-9 under the captions “Item 3. Past Contacts, Transactions, Negotiations And Agreements”; “Item 4. The Solicitation or Recommendation” and “Item 6. Interest In Securities Of The Subject Company” is incorporated herein by reference.

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(d)       Appraisal rights.

The information set forth in the Offer to Purchase under the captions “Summary Term Sheet”; “Introduction”; “Special Factors — Section 7. Dissenter’s Rights; Rule 13e–3” and “The Offer — Section 9. Certain Information Concerning Parent and Purchaser” is incorporated herein by reference and the information set forth in the Schedule 14D-9 under the caption “Item 8. Additional Information — Dissenter’s Rights” is incorporated herein by reference.

(e)       Provisions for unaffiliated security holders.

The information set forth in the Offer to Purchase under the caption “The Offer — Section 9. Certain Information Concerning Parent and Purchaser” is incorporated herein by reference.

(f)       Eligibility for listing or trading.

Not applicable.

ITEM 5.             PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.

(a)       Transactions.

The information set forth in the Offer to Purchase under the captions “Special Factors — Section 1. Background of the Offer; Past Contacts, Negotiations and Transactions”; “Special Factors — Section 8. Transactions and Arrangements Concerning the Shares”; “Special Factors — Section 9. Certain Relationships between Parent or Purchaser and Innotrac” and “Special Factors — Section 10. Interests of Directors and Executive Officers in the Offer and the Merger” is incorporated herein by reference and the information set forth in the Schedule 14D-9 under the captions “Item 3. Past Contacts, Transactions, Negotiations And Agreements”; and “Item 4. The Solicitation or Recommendation” is incorporated herein by reference.

(b)-(c) Significant corporate events; Negotiations or contacts.

The information set forth in the Offer to Purchase under the captions “Introduction”; “Special Factors — Section 1. Background of the Offer; Past Contacts, Negotiations and Transactions”; “Special Factors — Section 2. Purpose of and Reasons for the Offer; Plans for Innotrac after the Offer and the Merger”; “Special Factors — Section 3. Recommendation by Innotrac’s Board of Directors and the Special Committee”; “Special Factors — Section 6. Summary of the Merger Agreement and Other Agreements”; “Special Factors — Section 7. Dissenter’s Rights; Rule 13e-3”; “Special Factors — Section 8. Transactions and Arrangements Concerning the Shares”; “Special Factors — Section 9. Certain Relationships between Parent or Purchaser and Innotrac” and “The Offer — Section 9. Certain Information Concerning Parent and Purchaser” is incorporated herein by reference and the information set forth in the Schedule 14D-9 under the captions “Item 3. Past Contacts, Transactions, Negotiations And Agreements”; “Item 4. The Solicitation or Recommendation”; and “Item 8. Additional Information — Minimum Tenders and Votes; Short-Form Merger; Top-Up Option” is incorporated herein by reference.

(e)       Agreements involving the subject company’s securities.

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The information set forth in the Offer to Purchase under the captions “Introduction”; “Special Factors — Section 1. Background of the Offer; Past Contacts, Negotiations and Transactions”; “Special Factors — Section 2. Purpose of and Reasons for the Offer; Plans for Innotrac after the Offer and the Merger”; “Special Factors — Section 3. Recommendation by Innotrac’s Board of Directors and the Special Committee”; “Special Factors — Section 4. Position of Scott D. Dorfman and the Purchaser Group Regarding Fairness of the Offer and the Merger”; “Special Factors — Section 5. Effects of the Offer”; “Special Factors — Section 6. Summary of the Merger Agreement and Other Agreements”; “Special Factors — Section 8. Transactions and Arrangements Concerning the Shares”; “Special Factors — Section 10. Interests of Directors and Executive Officers in the Offer and the Merger”; “The Offer — Section 9. Certain Information Concerning Parent and Purchaser” and “The Offer — Section 10. Source and Amount of Funds” is incorporated herein by reference and the information set forth in the Schedule 14D-9 under the captions “Item 3. Past Contacts, Transactions, Negotiations And Agreements”; “Item 4. The Solicitation or Recommendation”; and “Item 8. Additional Information —Minimum Tenders and Votes; Short-Form Merger; Top-Up Option” is incorporated herein by reference.

ITEM 6.             PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.

(b)       Use of securities acquired.

The information set forth in the Offer to Purchase under the captions “Summary Term Sheet”; “Special Factors — Section 2. Purpose of and Reasons for the Offer; Plans for Innotrac After the Offer and the Merger”; “Special Factors — Section 5. Effects of the Offer”; “Special Factors — Section 6. Summary of the Merger Agreement and Other Agreements” and “The Offer — Section 7. Effect of the Offer on the Market for the Shares; NASDAQ Capital Market Listing; Exchange Act Registration; Margin Regulations” is incorporated herein by reference and the information set forth in the Schedule 14D-9 under the captions “Item 3. Past Contacts, Transactions, Negotiations And Agreements”; “Item 4. The Solicitation or Recommendation”; “Item 8. Additional Information — Minimum Tenders and Votes; Short-Form Merger; Top-Up Option ” is incorporated herein by reference.

(c)       (1)-(8) Plans.

The information set forth in the Offer to Purchase under the captions “Summary Term Sheet”; “Special Factors — Section 1. Background of the Offer; Past Contacts, Negotiations and Transactions”; “Special Factors — Section 2. Purpose of and Reasons for the Offer; Plans for Innotrac after the Offer and the Merger”; “Special Factors — Section 5. Effects of the Offer”; “Special Factors — Section 6. Summary of the Merger Agreement and Other Agreements”; “The Offer — Section 7. Effect of the Offer on the Market for the Shares; NASDAQ Capital Market Listing; Exchange Act Registration; Margin Regulations” and “The Offer — Section 10. Source and Amount of Funds” is incorporated herein by reference and the information set forth in the Schedule 14D-9 under the captions “Item 3. Past Contacts, Transactions, Negotiations And Agreements”; “Item 4. The Solicitation or Recommendation”; and “Item 8. Additional Information — Minimum Tenders and Votes; Short-Form Merger; Top-Up Option” is incorporated herein by reference.

ITEM 7.             PURPOSES, ALTERNATIVES, REASONS AND EFFECTS.

(a)       Purposes.

The information set forth in the Offer to Purchase under the captions “Summary Term Sheet”; “Special Factors — Section 1. Background of the Offer; Past Contacts, Negotiations and Transactions”; “Special Factors — Section 2. Purpose of and Reasons for the Offer; Plans for Innotrac after the Offer and the Merger” and “Special Factors — Section 4. Position of Scott D. Dorfman and the Purchaser Group Regarding Fairness of the Offer and the Merger” is incorporated herein by reference and the information set forth in the Schedule 14D-9 under the captions “Item 4. The Solicitation or Recommendation” and “Item 5. Person/Assets Retained, Employed, Compensated or Used” is incorporated herein by reference.

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(b)       Alternatives.

The information set forth in the Offer to Purchase under the captions “Special Factors — Section 1. Background of the Offer; Past Contacts, Negotiations and Transactions”; “Special Factors — Section 2. Purpose of and Reasons for the Offer; Plans for Innotrac after the Offer and the Merger” and “Special Factors — Section 3. Recommendation by Innotrac’s Board of Directors and the Special Committee” is incorporated herein by reference and the information set forth in the Schedule 14D-9 under the caption “Item 4. The Solicitation or Recommendation” and “Item 5. Person/Assets Retained, Employed, Compensated or Used” is incorporated herein by reference.

(c)       Reasons.

The information set forth in the Offer to Purchase under the captions “Summary Term Sheet”; “Special Factors — Section 1. Background of the Offer; Past Contacts, Negotiations and Transactions”; “Special Factors — Section 2. Purpose of and Reasons for the Offer; Plans for Innotrac after the Offer and the Merger”; “Special Factors — Section 3. Recommendation by Innotrac’s Board of Directors and the Special Committee”; “Special Factors — Section 4. Position of Scott D. Dorfman and the Purchaser Group Regarding Fairness of the Offer and the Merger”; “Special Factors — Section 5. Effects of the Offer” and “The Offer — Section 7. Effect of the Offer on the Market for the Shares; NASDAQ Capital Market Listing; Exchange Act Registration; Margin Regulations” is incorporated herein by reference and the information set forth in the Schedule 14D-9 under the captions “Item 4. The Solicitation or Recommendation” and “Item 5. Person/Assets Retained, Employed, Compensated or Used” is incorporated herein by reference.

(d)       Effects.

The information set forth in the Offer to Purchase under the captions “Summary Term Sheet”; “Special Factors — Section 2. Purpose of and Reasons for the Offer; Plans for Innotrac after the Offer and the Merger”; “Special Factors — Section 5. Effects of the Offer”; “Special Factors — Section 7. Dissenter’s Rights; Rule 13e–3”; “Special Factors — Section 10. Interests of Directors and Executive Officers in the Offer and the Merger”; “The Offer — Section 5. Summary of Material U.S. Federal Income Tax Consequences” and “The Offer — Section 7. Effect of the Offer on the Market for the Shares; NASDAQ Capital Market Listing; Exchange Act Registration; Margin Regulations” is incorporated herein by reference and the information set forth in the Schedule 14D-9 under the captions “Item 3. Past Contacts, Transactions, Negotiations And Agreements”; “Item 4. The Solicitation or Recommendation”; “Item 5. Person/Assets Retained, Employed, Compensated or Used”; “Item 8. Additional Information — Dissenters’ Rights”; and “Item 8. Additional Information — Minimum Tenders and Votes; Short-Form Merger; Top-Up Option” is incorporated herein by reference.

ITEM 8.             FAIRNESS OF THE TRANSACTION.

(a)       Fairness.

The information set forth in the Offer to Purchase under the captions “Summary Term Sheet”; “Introduction”; “Special Factors — Section 1. Background of the Offer; Past Contacts, Negotiations and Transactions”; “Special Factors — Section 3. Recommendation by Innotrac’s Board of Directors and the Special Committee”; “Special Factors — Section 4. Position of Scott D. Dorfman and the Purchaser Group Regarding Fairness of the Offer and the Merger” and “The Offer — Section 8. Certain Information Concerning Innotrac” is incorporated herein by reference and the information set forth in the Schedule 14D-9 under the caption “Item 4. The Solicitation or Recommendation” and “Item 5. Person/Assets Retained, Employed, Compensated or Used” is incorporated herein by reference.

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(b)       Factors considered in determining fairness.

The information set forth in the Offer to Purchase under the captions “Introduction”; “Special Factors — Section 3. Recommendation by Innotrac’s Board of Directors and the Special Committee”; “Special Factors — Section 4. Position of Scott D. Dorfman and the Purchaser Group Regarding Fairness of the Offer and the Merger” and “The Offer — Section 8. Certain Information Concerning Innotrac” is incorporated herein by reference and the information set forth in the Schedule 14D-9 under the captions “Item 4. The Solicitation or Recommendation” and “Item 5. Person/Assets Retained, Employed, Compensated or Used” is incorporated herein by reference.

(c)       Approval of security holders.

The information set forth in the Offer to Purchase under the captions “Summary Term Sheet”; “Introduction”; “Special Factors — Section 1. Background of the Offer; Past Contacts, Negotiations and Transactions”; “Special Factors — Section 3. Recommendation by Innotrac’s Board of Directors and the Special Committee”; “Special Factors — Section 4. Position of Scott D. Dorfman and the Purchaser Group Regarding Fairness of the Offer and the Merger”; “Special Factors — Section 6. Summary of the Merger Agreement and Other Agreements”; “The Offer — Section 1. Terms of the Offer” and “The Offer — Section 11. Conditions of the Offer” is incorporated herein by reference and the information set forth in the Schedule 14D-9 under the captions “Item 3. Past Contacts, Transactions, Negotiations And Agreements”; “Item 4. The Solicitation or Recommendation”; “Item 8. Additional Information — Minimum Tenders and Votes; Short-Form Merger; Top-Up Option” is incorporated herein by reference.

(d)       Unaffiliated representative.

The information set forth in the Offer to Purchase under the captions “Summary Term Sheet”; “Introduction”; “Special Factors — Section 1. Background of the Offer; Past Contacts, Negotiations and Transactions”; “Special Factors — Section 3. Recommendation by Innotrac’s Board of Directors and the Special Committee” “Special Factors — Section 4. Position of Scott D. Dorfman and the Purchaser Group Regarding Fairness of the Offer and the Merger” and “Special Factors — Section 6. Summary of the Merger Agreement and Other Agreements” is incorporated herein by reference and the information set forth in the Schedule 14D-9 under the captions “Item 3. Past Contacts, Transactions, Negotiations And Agreements”; “Item 4. The Solicitation or Recommendation” and “Item 5. Person/Assets Retained, Employed, Compensated or Used” is incorporated herein by reference.

(e)       Approval of directors.

The information set forth in the Offer to Purchase under the captions “Summary Term Sheet”; “Introduction”; “Special Factors — Section 1. Background of the Offer; Past Contacts, Negotiations and Transactions”; “Special Factors — Section 3. Recommendation by Innotrac’s Board of Directors and the Special Committee”; “Special Factors — Section 4. Position of Scott D. Dorfman and the Purchaser Group Regarding Fairness of the Offer and the Merger” and “Special Factors — Section 6. Summary of the Merger Agreement and Other Agreements” is incorporated herein by reference and the information set forth in Schedule 14D-9 under the captions “Item 3. Past Contacts, Transactions, Negotiations And Agreements” and “Item 4. The Solicitation or Recommendation” is incorporated herein by reference.

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The Merger Agreement and the transactions contemplated thereby were approved by a majority of directors of Innotrac that are not employees of Innotrac.

(f)       Other offers.

The information set forth in the Schedule 14D-9 under the caption “Item 4. The Solicitation or Recommendation” is incorporated herein by reference.

ITEM 9.             REPORTS, OPINIONS, APPRAISALS AND NEGOTIATIONS.

(a)-(c) Report, opinion or appraisal; Preparer and summary of the report, opinion or appraisal; Availability of documents.

The information set forth in the Schedule 14D-9 under the caption “Item 4. The Solicitation or Recommendation” is incorporated herein by reference. A copy of the fairness opinion of Harris Williams & Co., delivered to the Special Committee of the Board of Directors of Innotrac (the “Special Committee”), dated November 14, 2013, is attached as Annex A to the Schedule 14D-9 and filed as Exhibit (c)(1) to this Schedule 13E-3, and a copy of the written presentation of Harris Williams & Co. to the Special Committee is filed as Exhibit (c)(2) to this Schedule 13E-3. This presentation is available for inspection and copying at Innotrac’s principal executive offices during normal business hours by any interested holder of Shares or any representative thereof designated in writing.

ITEM 10.           SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION.

(a)-(b) Source of funds; Conditions.

The information set forth in the Offer to Purchase under the captions “Summary Term Sheet”; “Special Factors — Section 1. Background of the Offer; Past Contacts, Negotiations and Transactions”; “Special Factors — Section 6. Summary of the Merger Agreement and Other Agreements”; “The Offer — Section 10. Source and Amount of Funds” and “The Offer — Section 11. Conditions of the Offer” is incorporated herein by reference and the information set forth in the Schedule 14D-9 under the captions “Item 3. Past Contacts, Transactions, Negotiations And Agreements” and “Item 4. The Solicitation or Recommendation” is incorporated herein by reference.

(c)       Expenses.

The information set forth in the Offer to Purchase under the caption “The Offer — Section 13. Fees and Expenses” is incorporated herein by reference.

(d)       Borrowed funds.

The information set forth in the Offer to Purchase under the captions “Special Factors — Section 6. Summary of the Merger Agreement and Other Agreements” and “The Offer — Section 10. Source and Amount of Funds” is incorporated herein by reference and the information set forth in the Schedule 14D-9 under the captions “Item 3. Past Contacts, Transactions, Negotiations And Agreements” and “Item 4. The Solicitation or Recommendation” is incorporated herein by reference.

ITEM 11.           INTEREST IN SECURITIES OF THE SUBJECT COMPANY.

(a)       Securities ownership.

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The information set forth in the Offer to Purchase under the captions “Introduction”; “Special Factors — Section 8. Transactions and Arrangements Concerning the Shares”; “Special Factors — Section 9. Certain Relationships between Parent or Purchaser and Innotrac”; “Special Factors — Section 10. Interests of Directors and Executive Officers in the Offer and the Merger” and “Schedule I” is incorporated herein by reference and the information set forth in the Schedule 14D-9 under the captions “Item 3. Past Contacts, Transactions, Negotiations And Agreements”; and “Item 8. Additional Information — Additional Information About the Board of Directors and Executive Officers” is incorporated herein by reference.

(b)       Securities transactions.

The information set forth in the Offer to Purchase under the captions “Special Factors — Section 1. Background of the Offer; Past Contacts, Negotiations and Transactions” and “Special Factors — Section 8. Transactions and Arrangements Concerning the Shares” is incorporated herein by reference and the information set forth in Schedule 14D-9 under the captions “Item 3. Past Contacts, Transactions, Negotiations And Agreements”; “Item 4. The Solicitation or Recommendation” and “Item 6. Interest In Securities Of The Subject Company” is incorporated herein by reference.

ITEM 12.           THE SOLICITATION OR RECOMMENDATION.

(d)       Intent to tender or vote in a going private transaction.

The information contained in the Offer to Purchase under the caption “Special Factors — Section 6. Summary of the Merger Agreement and Other Agreements — Contribution and Support Agreement”; “— Subscription Agreements”; and “— IPOF Fund Support Agreement”; and “Special Factors — Section 8. Transactions and Arrangements Concerning the Shares” is incorporated herein by reference and the information set forth in Schedule 14D-9 under the caption “Item 3. Past Contacts, Transactions, Negotiations And Agreements” and “Item 4. The Solicitation or Recommendation” is incorporated herein by reference.

(e)       Recommendation of others.

The information set forth in the Offer to Purchase under the captions “Summary Term Sheet”; “Introduction”; “Special Factors — Section 1. Background of the Offer; Past Contacts, Negotiations and Transactions”; “Special Factors — Section 3. Recommendation by Innotrac’s Board of Directors and the Special Committee”; “Special Factors — Section 6. Summary of the Merger Agreement and Other Agreements” and “Special Factors — Section 8. Transactions and Arrangements Concerning the Shares” is incorporated herein by reference and the information set forth in Schedule 14D-9 under the caption “Item 3. Past Contacts, Transactions, Negotiations And Agreements”; “Item 4. The Solicitation or Recommendation” and “Item 5. Person/Assets Retained, Employed, Compensated or Used” is incorporated herein by reference.

ITEM 13.           FINANCIAL STATEMENTS.

(a)       Financial information.

The information set forth in the Offer to Purchase under the caption “The Offer — Section 8. Certain Information Concerning Innotrac” is incorporated herein by reference. The audited financial statements of Innotrac as of and for the fiscal years ended December 31, 2011 and December 31, 2012 are incorporated herein by reference to the Consolidated Financial Statements of Innotrac included as Item 8 to Innotrac’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012 filed with the SEC on March 28, 2013. The unaudited consolidated financial statements of Innotrac as of and for the three and nine month periods ended September 30, 2013 are incorporated herein by reference to Item 1 of Part I of Innotrac’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2013 filed with the SEC on November 14, 2013. These documents are accessible to view or copy at the SEC’s Public Reference room on 100F Street, NE, Washington, DC 20549, by calling 1-800-SEC-0330, or on the SEC’s website at www.sec.gov.

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(b)       Pro forma information.

Not applicable.

ITEM 14.           PERSONS/ASSETS RETAINED, EMPLOYED, COMPENSATED OR USED.

(a)       Solicitations or recommendations.

The information set forth in the Offer to Purchase under the captions “Summary Term Sheet”; “Introduction”; “Special Factors — Section 1. Background of the Offer; Past Contacts, Negotiations and Transactions”; “Special Factors — Section 6. Summary of the Merger Agreement and Other Agreements” and “The Offer — Section 13. Fees and Expenses” is incorporated herein by reference and the information set forth in Schedule 14D-9 under the captions “Item 4. The Solicitation or Recommendation” and “Item 5. Person/Assets Retained, Employed, Compensated or Used” is incorporated herein by reference.

(b)       Employees and corporate assets.

None.

ITEM 15.           ADDITIONAL INFORMATION.

(b)       Golden parachute compensation table.

The information set forth in the Offer to Purchase under the caption “Special Factors — Section 10. Interests of Directors and Executive Officers in the Offer and the Merger” is incorporated herein by reference and the information set forth in the Schedule 14D-9 under the caption “Item 3—Past Contacts, Transactions, Negotiations and Agreements— Arrangements Affecting the Company’s Executive Officers and Directors – Golden Parachute Compensation” is incorporated herein by reference.

(c)       Other material information.

The information set forth in the Offer to Purchase and the Letter of Transmittal is incorporated herein by reference.

The information contained in the Exhibits referred to in Item 16 below is incorporated herein by reference.

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ITEM 16.           EXHIBITS.

Exhibit
No. Description

(a)(1)(A)	Offer to Purchase, dated December 4, 2013 (incorporated by reference to Exhibit (a)(1)(A) of the Schedule TO filed with the Securities and Exchange Commission (“SEC”) on December 4, 2013).
(a)(1)(B)	Letter of Transmittal (incorporated by reference to Exhibit (a)(1)(B) of the Schedule TO filed with the SEC on December 4, 2013).
(a)(1)(C)	Notice of Guaranteed Delivery (incorporated by reference to Exhibit (a)(1)(C) of the Schedule TO filed with the SEC on December 4, 2013).
(a)(1)(D)	Letter to Brokers, Dealers, Banks, Trust Companies and other Nominees (incorporated by reference to Exhibit (a)(1)(D) of the Schedule TO filed with the SEC on December 4, 2013).
(a)(1)(E)	Letter to Clients for use by Brokers, Dealers, Banks, Trust Companies and other Nominees (incorporated by reference to Exhibit (a)(1)(E) of the Schedule TO filed with the SEC on December 4, 2013).
(a)(2)(A)	Solicitation/Recommendation Statement on Schedule 14D-9, dated December 4, 2013 (incorporated by reference to the Solicitation/Recommendation Statement on Schedule 14D-9, filed by Innotrac with the SEC on December 4, 2013).
(a)(5)(A)	Press Release issued by Innotrac Corporation on November 14, 2013 (incorporated by reference to the Schedule 14D-9C filed with the SEC on November 15, 2013).
(a)(5)(B)	Letter to Customers from the Chief Executive Officer of Innotrac Corporation, dated November 15, 2013 (incorporated by reference to the Schedule 14D-9C filed with the SEC on November 15, 2013).
(a)(5)(C)	Letter to Employees from the Chief Executive Officer of Innotrac Corporation, dated November 15, 2013 (incorporated by reference to the Schedule 14D-9C filed with the SEC on November 15, 2013).
(a)(5)(D)	List of Frequently Asked Questions Sent to Employees of Innotrac Corporation, dated November 15, 2013 (incorporated by reference to the Schedule 14D-9C filed with the SEC on November 15, 2013).
(b)	Letter Agreement, dated as of November 14, 2013, among Regions Bank, Regions Capital Markets, a division of Regions Bank, Fifth Third Bank and Purchaser (incorporated by reference to Exhibit 7.03 to the Schedule 13D filed by Parent and other filing persons with the SEC on November 25, 2013).
(c)(1)	Harris Williams Fairness Opinion (incorporated by reference to Annex A of the Solicitation/Recommendation Statement on Schedule 14D-9, filed by Innotrac with the SEC on December 4, 2013).
(c)(2)	Discussion Materials for the Special Committee of Innotrac’s Board of Directors, prepared by Harris Williams, dated November 14, 2013.*
(d)(1)	Agreement and Plan of Merger, dated as of November 14, 2013, among Blue Eagle Holdings, L.P., Blue Eagle Acquisition Sub., Inc. and Innotrac Corporation (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed with the SEC on November 15, 2013).

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(d)(2)	Equity Financing Commitment Letter, dated November 14, 2013, from Sterling Capital Partners IV, L.P. to Blue Eagle Holdings, L.P. and Innotrac Corporation (incorporated by reference to Exhibit 2.2 to the Current Report on Form 8-K filed with the SEC on November 15, 2013).
(d)(3)	Support Agreement, dated November 14, 2013, between Innotrac Corporation, Mark E. Dottore, as the Court appointed receiver for all assets of any kind of IPOF L.P., IPOF Fund, and IPOF Fund II, L.P. and Blue Eagle Holdings L.P. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on November 15, 2013).
(d)(4)	Contribution and Support Agreement, dated November 14, 2013, between Blue Eagle Holdings L.P., Scott D. Dorfman and Other Investors Named Therein (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on November 15, 2013).
(d)(5)	Amended and Restated Aircraft Lease, dated November 14, 2013 and effective on the closing of the Merger, by and between SDD Holdings, Inc. and Innotrac Corporation (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed with the SEC on November 15, 2013).
(d)(6)	Amended and Restated Employment Agreement, dated November 14, 2013 and effective at the effective time of the Merger, between Innotrac Corporation and Scott D. Dorfman (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed with the SEC on November 15, 2013).
(d)(7)	Amended and Restated Employment Agreement, dated November 14, 2013 and effective at the effective time of the Merger, between Innotrac Corporation and Robert J. Toner (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed with the SEC on November 15, 2013).
(d)(8)	Amended and Restated Employment Agreement, dated November 14, 2013 and effective at the effective time of the Merger, between Innotrac Corporation and Larry C. Hanger (incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K filed with the SEC on November 15, 2013).
(d)(9)	Employment Agreement, dated November 14, 2013 and effective at the effective time of the Merger, between Innotrac Corporation and Stephen G. Keaveney (incorporated by reference to Exhibit 10.7 to the Current Report on Form 8-K filed with the SEC on November 15, 2013).
(d)(10)	Employment Agreement, dated November 14, 2013 and effective at the effective time of the Merger, between Innotrac Corporation and Edgar L. Ringer (incorporated by reference to Exhibit 10.8 to the Current Report on Form 8-K filed with the SEC on November 15, 2013).
(d)(11)	Subscription and Support Agreement, dated November 14, 2013, between Blue Eagle Holdings, L.P. and Robert Toner (incorporated by reference to Exhibit 7.07 to the Schedule 13D filed by Blue Eagle Holdings, L.P. and other filing persons on November 25, 2013).

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(d)(12)	Subscription and Support Agreement, dated November 14, 2013, between Blue Eagle Holdings, L.P. and Larry Hanger (incorporated by reference to Exhibit 7.06 to the Schedule 13D filed by Blue Eagle Holdings, L.P. and other filing persons on November 25, 2013).
(d)(13)	Confidentiality Agreement dated August 8, 2013 between Sterling Capital Partners IV, L.P. and Innotrac Corporation (incorporated by reference to the Schedule 14D-9 filed with the SEC on December 4, 2013).
(f)	None.
(g)	None.
	* Filed herewith

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SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information in this statement is true, complete and correct.

Dated: December 4, 2013

Blue Eagle Holdings, L.P.
By:	/s/ M. Avi Epstein
Name:	M. Avi Epstein
Title:	Vice President

Blue Eagle Acquisition Sub, Inc.
By:	/s/ M. Avi Epstein
Name:	M. Avi Epstein
Title:	Vice President

Blue Eagle GP, LLC
By:	/s/ M. Avi Epstein
Name:	M. Avi Epstein
Title:	Vice President

Sterling Capital Partners IV, L.P.
By:	SC Partners IV, L.P.
Its:	General Partner

By:	Sterling Capital Partners IV, LLC
Its:	General Partner

By:	/s/ Merrick Elfman
Name:	Merrick Elfman
Title:	Managing Director

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SC Partners IV, L.P.
By:	Sterling Capital Partners IV, LLC
Its:	General Partner

By:	/s/ Merrick Elfman
Name:	Merrick Elfman
Title:	Managing Director

Sterling Capital Partners IV, LLC
By:	/s/ Merrick Elfman
Name:	Merrick Elfman
Title:	Managing Director

Innotrac Corporation
By:	/s/ Stephen G. Keaveney
Name:	Stephen G. Keaveney
Title:	Chief Financial Officer and Secretary

Scott D. Dorfman

/s/ Scott D. Dorfman

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EX-99.(C)(2)

Discussion Materials for the Special Committee of the Board of Directors November 14, 2013 Investment banking services are provided by Harris Williams LLC, a registered broker - dealer and member of FINRA and SIPC, and Harris Williams & Co . Ltd, which is authorized and regulated by the Financial Conduct Authority . Harris Williams & Co . is a trade name under which Harris Williams LLC and Harris Williams & Co . Ltd conduct business . Exhibit (c)(2) Strictly Confidential – For Discussion Purposes Only

Strictly Confidential – For Discussion Purposes Only Disclaimer The following pages contain material provided to the Special Committee of the Board of Directors (the "Special Committee") of Innotrac Corporation (“Innotrac” or the “Company”) by Harris Williams & Co . (“HW&Co . ”) regarding the proposed merger between the Company and Blue Eagle Holdings, L . P . , a Delaware limited partnership (the “Parent”), and Blue Eagle Acquisition Sub, Inc . , a Georgia corporation and a wholly owned Subsidiary of Parent (“Purchaser”)(the “Merger”) . HW&Co . has been retained by the Company on behalf of, and reports solely to, the Special Committee . The accompanying material was compiled and prepared on a confidential basis solely for use by the Special Committee, and may not be used for any other purpose without HW&Co . ’s prior written consent . The information utilized in preparing this material was obtained from Innotrac’s management and other Company representatives or public sources . Any estimates, projections or information for Innotrac contained herein have been prepared by management of Innotrac, or are based upon such estimates, projections or information, and involve numerous and significant subjective judgments, which may or may not be realized . HW&Co . does not take responsibility for such estimates and projections, or the basis on which they were prepared . HW&Co . has relied upon the accuracy and completeness of all financial and other information, including accounting, tax and legal information, without independent verification of such information, and has relied upon the assurances of the management of Innotrac that it is not aware of any relevant information that has been omitted or that remains undisclosed to HW&Co . No representation or warranty, express or implied, is made by HW&Co . as to the accuracy or completeness of any such information and nothing contained herein is, or shall be relied upon as, a representation, whether as to the past, present or future operational or financial performance of Innotrac . The material contained herein was prepared for our use in the context of a presentation to the Special Committee, which is familiar with the business and affairs of Innotrac and, accordingly, neither Innotrac nor HW&Co . nor any of their respective legal or financial advisors take any responsibility for the accuracy or completeness of any of the material if used by persons other than the Special Committee . The accompanying material is based upon information available, and financial, stock market and other conditions and circumstances existing and disclosed to HW&Co . as of the date of the accompanying material . HW&Co . undertakes no obligation to update or otherwise revise the accompanying material . Nothing contained herein should be construed as tax, legal, regulatory, accounting or other specialist or technical advice .

Strictly Confidential – For Discussion Purposes Only Innotrac Transaction Recap I Innotrac Valuation Considerations II Table of Contents

Strictly Confidential – For Discussion Purposes Only Introduction and Agenda I – 1 In order to render its opinion, Harris Williams & Co . (“HW&Co . ”) performed due diligence on Innotrac Corporation (“Innotrac” or the “Company”) and the proposed transaction, including, but not limited to : • Interviewed Innotrac management, directors, and other advisors of Innotrac to discuss matters we believe relevant to our Opin ion . • Reviewed the Company’s December 31, 2010, 2011, and 2012 audited financial statements, as well as estimated and projected financial statements for the years 2013 through 2017. • Discussed the current operations and prospects of the Company with certain officers and employees of the Company. • Reviewed market research in the eCommerce sector, specifically related to fulfillment services, to better understand the unde rly ing dynamics and risks of Innotrac’s business. • Analyzed certain financial, stock market, and other publicly available information relating to companies with operations that we considered generally comparable to Innotrac. • Researched and analyzed applicable discounts and premiums to account for size, liquidity, and control. • Considered financial and other terms related to mergers and acquisitions that we considered generally comparable to the propo sed transaction and otherwise relevant to our review. • Reviewed the indications of interest (“IOIs”) and offers received by Innotrac referenced in the following transaction timelin e. • Reviewed the letter of intent (“LOI”) delivered by the parties in connection with the proposed transaction including the mark up to the merger agreement provided by certain of such parties. • Reviewed most recent draft of the merger agreement.

Strictly Confidential – For Discussion Purposes Only Summary Transaction Timeline I – 2 Date Event March 27, 2013 Steve Keaveney (Chief Financial Officer) makes initial contact with HW&Co. April 3, 2013 Initial meeting with Scott Dorfman (Chief Executive Officer) and Steve Keaveney April 15, 2013 Diligence Meeting with Kilpatrick Townsend Stockton ("KTS"), Scott Dorfman, and Steve Keaveney ("Management") in Atlanta May 3, 2013 Special Committee interview in Atlanta May 20, 2013 Engagement letters executed by HW&Co. and the Special Committee June 4-5, 2013 HW&Co. conducts diligence meetings in Bolingbrook and Hebron June 10, 2013 Conference call with Special Committee and KTS to discuss process and IPOF June 21, 2013 Meeting with Special Committee and KTS at Marriott Gateway in Atlanta July 15, 2013 Launch marketing calls and begin distributing marketing materials July 29, 2013 Marketing update to Special Committee, KTS, and Management August 22-29, 2013 Receive IOIs August 30, 2013 Discuss IOIs with Special Committee, KTS, and Management September 4-26, 2013 Conduct management visits in Atlanta with nine parties September 11, 2013 Process discussion and contract discussion with Special Committee and KTS September 30, 2013 Marketing update to Special Committee, KTS, and Management October 9, 2013 Management provides buyers with revised projections October 10, 2013 Special Committee, KTS, and Scott Dorfman meet with IPOF October 15, 2013 Receive LOIs October 17, 2013 LOI discussion with Special Committee, KTS, and Management October 18, 2013 Provide legal memos to remaining two parties October 22, 2013 Discuss feedback from two parties with Special Committee, KTS, and Management October 22, 2013 Grant exclusivity to Sterling Partners November 13, 2013 Present fairness materials to Special Committee November 14, 2013 Provide update to the Special Committee and deliver fairness opinion

Strictly Confidential – For Discussion Purposes Only The proposal is for $ 8 . 20 (all cash) per share paid to shareholders at closing . • $110.0 million equity consideration per merger agreement; equating to an enterprise value of $108.4 million, calculated by: – Adding existing debt obligations; – Subtracting unrestricted cash (projected balance sheet cash less $3 million estimated expenses). (1) Fully diluted shares outstanding calculated using the treasury method . (2) Estimated debt obligations as of December 31 , 2013 E balance sheet . (3) Estimated cash position calculated using December 31 , 2013 E balance sheet less $ 3 million estimated expenses . Aggregate Consideration Aggregate Consideration Summary I – 3 Offer Price $8.20 Fully Diluted Shares Outstanding 1 13,409,244 Equity Consideration per Merger Agreement $109,955,801 Plus Existing Debt Obligations 2 542,688 Plus Minority Interest 14,000 Less Cash 3 (2,082,667) Implied Enterprise Value $108,429,822

Strictly Confidential – For Discussion Purposes Only Sterling’s $ 8 . 20 per share offer represents a premium of 19 . 7 % over the closing price on November 14 , 2013 . Consideration Compared to Recent Trading Performance I – 4 Sterling's Proposed Price Per Share $8.20 Historical Period Price Per Share Premium/ (Discount) Initial Meeting (05/03/13) $3.97 106.6% Marketing Launch (07/12/13) $3.94 108.1% Average over Last 6 Months $4.66 75.9% Average Over Last 3 Months $5.31 54.4% Prior Close (11/14/13) $6.85 19.7%

Strictly Confidential – For Discussion Purposes Only Innotrac Transaction Recap I Innotrac Valuation Considerations II Table of Contents

Strictly Confidential – For Discussion Purposes Only Financial Model Overview Historical and Projected Performance Summary Income Statement For the Years Ended and Ending December 31, 2008 - 2017P and LTM September 30, 2013 ($ in thousands) (1) Freight expense includes de minimis special charges. Revised budget as of October 8, 2013. Source: Public filings and management projections. II – 1 2008 2009 2010 2011 2012 LTM 9/30/13 2013E 2014P 2015P 2016P 2017P Revenue Service Revenue $104,487 $87,362 $67,359 $74,943 $94,006 $108,024 $112,504 $128,111 $143,178 $159,632 $177,796 Freight Revenue 26,913 12,595 12,260 9,741 13,688 15,206 14,701 15,436 16,208 17,018 17,869 Total Revenue 131,400 99,957 79,619 84,684 107,694 123,230 127,205 143,548 159,385 176,650 195,665 Growth (23.9%) (20.3%) 6.4% 27.2% NA 18.1% 12.8% 11.0% 10.8% 10.8% Cost of Revenues Cost of Service Revenue 50,797 39,467 30,983 36,211 47,113 55,626 57,304 65,452 73,463 82,215 91,874 Freight Expense 1 26,458 12,469 12,069 9,642 13,150 14,640 14,179 14,888 15,632 16,414 17,235 Total Cost of Revenues 77,250 51,932 43,049 45,851 60,262 70,266 71,483 80,340 89,095 98,630 109,111 Gross Profit $54,150 $48,025 $36,570 $38,833 $47,432 $52,964 $55,721 $63,208 $70,291 $78,021 $86,554 % of Service Revenue 51.4% 54.8% 54.0% 51.7% 49.9% 48.5% 49.1% 48.9% 48.7% 48.5% 48.3% % of Total Revenue 41.2% 48.0% 45.9% 45.9% 44.0% 43.0% 43.8% 44.0% 44.1% 44.2% 44.2% Operating Expenses SG&A 45,293 40,991 35,608 36,802 39,966 44,023 45,030 46,831 48,704 50,653 52,679 D&A 4,343 4,299 3,463 3,380 3,699 3,889 3,965 4,395 4,726 5,241 5,807 Total Operating Expenses 49,636 45,290 39,071 40,182 43,665 47,912 48,995 51,227 53,431 55,893 58,486 EBITDA 8,857 7,034 962 2,031 7,466 8,944 10,691 16,377 21,586 27,368 33,875

Strictly Confidential – For Discussion Purposes Only Financial Model Overview Comparing the October Revised Forecast to the Original May Forecast Revenue Management budget / plan as of May 31, 2013. Revised budget as of October 8, 2013. For the Years Ending December 31, 2013E - 2017P ($ in mm) For the Years Ending December 31, 2013E - 2017P ($ in mm) EBITDA $106.4 $112.5 $118.6 $128.1 $132.6 $143.2 $147.9 $159.6 $164.7 $177.8 $14.6 $14.7 $15.4 $15.4 $16.1 $16.2 $16.9 $17.0 $17.8 $17.9 $121.0 $127.2 $134.0 $143.5 $148.7 $159.4 $164.8 $176.7 $182.5 $195.7 $0 $40 $80 $120 $160 $200 2013 (May) 2013 (Oct) 2014 (May) 2014 (Oct) 2015 (May) 2015 (Oct) 2016 (May) 2016 (Oct) 2017 (May) 2017 (Oct) Service Revenue Freight Revenue $10.4 $10.7 $13.5 $16.4 $18.2 $21.6 $23.4 $27.4 $29.1 $33.9 $0 $10 $20 $30 $40 2013 (May) 2013 (Oct) 2014 (May) 2014 (Oct) 2015 (May) 2015 (Oct) 2016 (May) 2016 (Oct) 2017 (May) 2017 (Oct) II – 2

Strictly Confidential – For Discussion Purposes Only Precedent Premiums Values the target company by utilizing premiums paid by acquirers in recent public company change of control transactions . Valuation Methodologies Harris Williams & Co . utilized several widely employed corporate finance methodologies to perform our valuation analysis on Innotrac . • Each of these methodologies provides insight into potential values for the Company . Public Comparables Methodology Demonstrates how public investors currently value minority positions in comparable public companies , then accounts for additional control premium . Brief Description Acquisition Comparables Demonstrates how acquirers have valued comparable companies in recent change of control transactions . Discounted Cash Flow Values the Company’s future unlevered free cash flows, discounted at a risk - adjusted rate . 52 Week Trading Range Displays e mpirical data of the range of share prices over the prior 52 weeks . II – 3

Strictly Confidential – For Discussion Purposes Only $0 $3 $6 $9 $12 $15 $18 $21 $24 $27 $0.0 $1.0 $2.0 $3.0 $4.0 $5.0 $6.0 $7.0 $8.0 $9.0 Innotrac Share Price Performance Average since IPO: $5.32 Last 10 Year Average: $3.77 Last 5 Year Average: $2.01 1 Month Average: $6.69 3 Month Average: $5.37 12 Month Average: $3.96 Innotrac Share Price Performance Since January 2012 January 1, 2012 – November 14, 2013 Innotrac Share Price Performance Since IPO May 11, 1998 – November 14, 2013 Current Share Price: $6.85 Valuation Observations Share Price Performance II – 4

Strictly Confidential – For Discussion Purposes Only Valuation Observations Comparative Share Price Performance Share prices for both Innotrac and its peer PFS Web have advanced substantially over the past several months . • Since the launch of marketing on July 15 , 2013 , Innotrac and PFS Web stock prices have increased 71 . 7 % and 77 . 4 % respectively . • Speed Commerce and Sykes have increased 27 . 3 % and 20 . 0 % respectively, over the same period . Innotrac and Public Comparables Performance Source: Capital IQ July 15, 2013 – November 14, 2013 (10%) 10% 30% 50% 70% 90% 110% Innotrac PFS Web Speed Commerce Sykes 3PL Providers II – 5

Strictly Confidential – For Discussion Purposes Only Valuation Observations Trading Analysis 132 151 118 447 342 432 198 198 271 50 64 41 5.3% 6.1% 4.8% 18.0% 13.8% 17.4% 8.0% 0.2% 8.0% 1.1% 0.3% 10.9% 2.0% 2.6% 1.6% 0 100 200 300 400 500 $0.00 - $1.00 $1.01 - $1.50 $1.51 - $2.00 $2.01 - $2.50 $2.51 - $3.00 $3.01 - $3.50 $3.51 - $4.00 $4.01 - $4.50 $4.51 - $5.00 $5.01 - $5.50 $5.50 - $6.00 $6.00 - $6.50 $6.50 - $7.00 $7.00 - $7.50 $7.50 - $8.00 $8.00+ Total Shares Traded (000s) Trading Analysis Shares Traded at Specific Price Ranges January 1, 2012 – November 14, 2013 January 1, 2013 – November 14, 2013 Total Shares Traded 2,482,110 Weighted Average Share Price: $3.95 138 290 432 198 198 271 50 64 41 8.0% 16.8% 25.1% 11.5% 0.3% 11.5% 1.6% 0.4% 15.7% 2.9% 3.7% 2.4% 0 100 200 300 400 500 $0.00 - $1.00 $1.01 - $1.50 $1.51 - $2.00 $2.01 - $2.50 $2.51 - $3.00 $3.01 - $3.50 $3.51 - $4.00 $4.01 - $4.50 $4.51 - $5.00 $5.01 - $5.50 $5.50 - $6.00 $6.00 - $6.50 $6.50 - $7.00 $7.00 - $7.50 $7.50 - $8.00 $8.00+ Total Shares Traded (000s) Total Shares Traded: 1,719,330 Weighted Average Share Price: $4.70 II – 6

Strictly Confidential – For Discussion Purposes Only 12.1x 12.2x 7.1x 10.3x 12.8x 10.8x 7.4x 0.0x 4.0x 8.0x 12.0x 16.0x EV / 2013E EBITDA Valuation Observations Public Company Comparables Public Comparables Balance sheet and income statement data are based on the most recent period available. Source: Public filings, Capital IQ. 3PL Providers eCommerce Focused Logistics Price at Market Cash & Net MinorityEnterprise EV/ ($ in mm, except per share data) 11/14/13 Cap Debt Equiv. Debt Interest Value (EV)2013E EBITDA eCommerce Focused Logistics PFSweb Inc. $7.61 $123 $13 $22 ($8) $0 $114 12.1x Speed Commerce, Inc. 3.50 227 12 0 12 0 240 12.2x Sykes Enterprises, Incorporated 20.65 884 113 167 (54) 0 829 7.1x 3PL Providers Forward Air Corp. $41.94 $1,284 $0 $99 ($98) $0 $1,186 10.3x Kuehne + Nagel International AG 122.24 14,636 53 1,112 (1,059) 23 13,600 12.8x Roadrunner Transportation Systems, Inc. 25.08 940 206 9 197 0 1,137 10.8x Toll Holdings Limited 5.37 3,852 1,637 472 1,166 20 5,037 7.4x Innotrac Public Comps Medians eCommerce Focused Logistics 12.1x 3PL Providers 10.6x Public Comparables 10.8x II – 7

Strictly Confidential – For Discussion Purposes Only 3.0x 4.0x 5.0x 6.0x 7.0x 8.0x 9.0x 10.0x 11.0x 12.0x 13.0x 0.0x 3.0x 6.0x 9.0x 12.0x 15.0x Valuation Observations EV / LTM EBITDA Multiple Performance Innotrac EV / LTM EBITDA Multiple Performance EV/LTM EBITDA Multiple Performance Since IPO 1 May 11, 1998 – November 14, 2013 Average since IPO: 6.4x Last 10 Year Average: 6.4x Last 5 Year Average: 5.7x EV/LTM EBITDA Multiple Performance Since January 2012 1 January 1, 2012 – November 14, 2013 NM NM NM 1 Month Average: 9.7x 3 Month Average: 7.6x 12 Month Average: 6.8x Current Multiple: 9.8x Note: NM denotes periods with low earnings and/or irregular trading activity. NM (1) EV / LTM EBITDA multiples are unadjusted or as reported. II – 8

Strictly Confidential – For Discussion Purposes Only Summary Valuation Analysis Public Company Comparables (1) Net cash of cash equivalents less ST and LT debt as of September 30, 2013 per the Company’s internal statements. (2) A 32.8% marketability and liquidity discount per CFA Institute. http://www.cfainstitute.org/learning/products/publications/inv/Documents/equity_chapter7.pptx . (3) A 14.4% control premium was applied based on the average of the 30 day and 1 day transaction premiums in the transportation i ndu stry for the last three years as reported by Capital IQ, as of 11/14/2013. (4) Fully diluted shares outstanding has been calculated using the treasury stock method, based on a share consideration of $6.75 . Median 2013E Innotrac Implied EV Multiple Range 2013E EBITDA LTM 12/31/2013E Public Comparables 10.8x $10,691 $115,818 Enterprise Value $115,818 Plus: Net Cash 1 1,610 Less: Minority Interest (14) Equity Value $117,414 Marketability and Liquidity Discount 2 33% Control Premium 3 14% Implied Equity Value $90,298 Less: Net Cash ($1,610) Plus: Minority Interest $14 Implied Enterprise Value $88,702 Fully Diluted Shares Outstanding 4 13,371 Implied Equity Value Per Share $6.75 II – 9

Strictly Confidential – For Discussion Purposes Only Valuation Observations Broader 3PL Universe Transactions Third - Party Logistics Transactions Transactions in the broader T&L universe have traded for a median of 7.8x LTM EBITDA. XPO Logistics 3P Delivery, Inc. 07/15/13 $365.0 10.1x $36.1 Forward Air Corp. Total Quality, Inc. 03/04/13 $71.0 8.1x $8.8 ComVest Investment Partners AutoInfo Inc. 05/01/13 $52.2 6.8x $7.7 XPO Logistics, Inc. Turbo Logistics, Inc. 10/25/12 $50.0 7.5x $6.7 CH Robinson Worldwide Inc. Phoenix International Freight Services Ltd. 09/25/12 $579.4 12.4x $46.8 Universal Truckload Services Inc. Linc Logistics Company 07/25/12 $307.9 6.1x $50.1 Arkansas Best Corporation Panther Expedited 06/14/12 $180.0 7.5x $24.0 TransForce Inc. Dynamex, Inc. 12/14/10 $226.3 10.8x $21.0 Genco Distribution System, Inc. ATC Technology Corporation 10/24/10 $417.1 5.8x $71.3 Sterling Partners and CPP Investment Board Livingston International Income Fund 10/08/09 $419.3 10.0x $41.8 Median $267.1 7.8x $30.1 High $579.4 12.4x $71.3 Low $50.0 5.8x $6.7 Sources: Capital IQ, SEC filings, company press releases EV / Target Acquirer Target Date EV EBITDA EBITDA II – 10

Strictly Confidential – For Discussion Purposes Only Summary Valuation Analysis Comparable Acquisitions (1) Net cash of cash equivalents less ST and LT debt as of September 30, 2013 per the Company’s internal statements. (2) Fully diluted shares outstanding has been calculated using the treasury stock method, based on a share consideration of $5.36 . Multiple Range LTM Implied Low Median High 9/30/13 EBITDA Enterprise Value 3PL Transactions 5.8x - 7.8x - 12.4x $8,944 $69,763 Enterprise Value $69,763 Plus: Net Cash 1 1,610 Less: Minority Interest (14) Equity Value $71,359 Fully Diluted Shares Outstanding 2 13,316 Implied Equity Value Per Share $5.36 II – 11

Strictly Confidential – For Discussion Purposes Only Median premiums paid for transportation and logistics acquisitions in excess of $50 million were 17.5% 30 days prior and 11.4% 1 day prior. Premiums Analysis Valuation Observations Premiums Analysis Implied Valuation 1 (Numbers in 000’s, except per share data) (1) Fully diluted shares outstanding includes 340,000 options exercised under treasury stock method. (2) Net cash of cash equivalents less ST and LT debt as of September 30, 2013 per the Company’s internal statements. Premiums to Prior Trading Period For the Three Years Ended November 14, 2013 North American transportation and logistics acquisitions greater than $50 million in implied enterprise value Premia to 30 Days Prior 1 Day Prior Median 17.5% 11.4% 5 7 3 2 3 2 4 7 3 2 4 2 2 2 0 1 2 3 4 5 6 7 8 0 - 10% 10 - 20% 20 - 30% 40 - 50% 50 - 60% 60 - 70% 70% - 80% 80%+ # of Transactions 30 Days Prior 1 Day Prior 30 Days Prior 1 Day Prior Current Share Price $5.10 $6.85 Median Premium 17.5% 11.4% Implied Share Price $5.99 $7.63 Fully Diluted Shares Outstanding 1 13,344 13,396 Implied Equity Value $79,976 $102,196 Less: Net Cash 2 (1,610) (1,610) Plus: Minority Interest 14 14 Enterprise Value $78,380 $100,600 II – 12

Strictly Confidential – For Discussion Purposes Only Based on the discounted cash flow analysis, the implied share price for Innotrac is within the range of $7.24 - $7.72 per share. Valuation Observations Discounted Cash Flow and WACC Discounted Cash Flow and WACC Share Price Sensitivity - Equity Value ($ in 000s) Perpetuity Growth Rate 2.5% 3.0% 3.5% 4.0% 4.5% 16.7% $7.38 $7.52 $7.67 $7.82 $7.99 17.2% 7.29 7.42 7.57 7.72 7.89 17.7% 7.20 7.33 7.47 7.62 7.79 18.2% 7.11 7.24 7.38 7.52 7.68 18.7% 7.02 7.15 7.28 7.43 7.59 WACC WEIGHTED AVERAGE COST OF CAPITAL Cost of Debt: Kd = Yield to maturity on long-term debt obligations Kd = Cost of Debt from Credit Facility (2) Kd = 4.2% Cost of Equity: Ke = Risk Free Rate + Company Risk Premium Ke = Rf + [ Relevered Comparable Co. Beta x Equity Risk Premium] + Small Co. Premium Discount Rate (WACC) Ke = 3.8% + [ 1.15 x 6.7 ] + 6.4% Ke = 17.9% Weighted Average Cost of Capital: WACC = [ (D/C) (1-t) Kd] + [ (E/C) Ke] WACC = [ 0.9% x 65.0% x 4.2% ] + [ 99.1% x 17.9% ] WACC 17.7% WACC COMPONENTS Date 11/14/2013 Risk Free Rate (Rf) (1) 3.8% Cost of Debt (Kd) (2) L+400bps Cost of Debt (Kd) 4.2% Post-Tax Cost of Debt 2.8% Innotrac Beta 1.73 Cost of Equity (Ke) 17.9% Equity Risk Premium (Rm-Rf) (3) 6.7% Tax Rate 40.0% Target Company's Debt 0.84 Target Company's Equity 90.73 Target Company's Debt/Equity 0.9% Target Company's Equity/Capitalization 99.1% Small Company Premium (4) 6.4% (1) The risk free rate (Rf) is based on the 30 year Treasury Yield. (2) Credit facility cites cost of debt to be Libor + 4% according to 10-K. (3) Equity Risk Premium = Average Market Return - Risk Free Rate (calculated over last 30 years by Ibbotson & Sinqufield) (4) Small Company Premium = Microcap (size range $1M-$477M) Premium in Excess of CAPM (calculated over last 30 years by Ibbotson & Sinqufield) II – 13 Net Present Value Calculation Dec-13 NPV of Free Cash Flow $25,761 NPV of Terminal Value 56,431 NPV of Tax Shields 13,331 Enterprise Value 95,523 Plus: Cash & Equivalents 5,083 Less: Total Debt (543) Less: Minority Interest (14) Equity Value 100,049 Shares Outstanding 13,392 Equity Value / Share $7.47 Assumptions: Perpetuity Growth Rate 3.5% Base Discount Rate 17.7% Tax Rate 40.0%

Strictly Confidential – For Discussion Purposes Only Summary Valuation Observations As of November 14, 2013 52 Week Trading Range Public Comparables Acquisition Comparables Precedent Premia Discounted Cash Flow $5.02- $5.69 $2.05-$8.25 $6.35- $7.15 $5.99-$7.63 $7.24- $7.72 Implied Share Price $1.00 $2.00 $3.00 $4.00 $5.00 $6.00 $7.00 $8.00 $9.00 $10.00 $11.00 Enterprise Value ($mm) 1 $9 $22 $36 $49 $63 $76 $90 $103 $116 $130 $143 Current Share Price Sterling Offer Price (1) 52 week trading range includes intraday highs and lows. (2) Implied enterprise value for the football field based on net debt of ST and LT debt less cash equivalents per the Company’s projections. Enterprise value assumes $14,000 in minority interest. II – 14

Strictly Confidential – For Discussion Purposes Only Summary Valuation Observations The range of implied share prices for Innotrac based on the four valuation methodologies ranges from $ 5 . 02 to $ 7 . 72 per common share . Implied Innotrac Valuation • HW reviewed each of the valuation methodologies independently, with no particular method weighted more than the others. • HW conducted a robust auction process that included 78 financial and 30 strategic buyers to create a highly competitive process. • In view of the foregoing, HW believes that the consideration of $8.20 per share is fair, from a financial point of view. • Full opinion to follow under separate cover. ($ in thousands, except per share data) Public Comparable Company Analysis $6.35 $7.15 Comparable Merger and Acquisition Analysis $5.02 $5.69 Precedent Premium Analysis $5.99 $7.63 Discounted Cash Flow Analysis $7.24 $7.72 Low-High $5.02 $7.72 Sterling Partners Offer Share Price Value Range Share Price $8.20 II – 15