Q: What was announced and what does it mean? A: On May 30, 2017, Xactly announced that it entered into a definitive agreement to be acquired by Vista Equity Partners. This means that if the transaction closes, Xactly will become one of Vista’s portfolio companies. Xactly will remain a standalone independent company, but following the closing, will be privately owned by Vista. Q: Who is Vista Equity Partners? A: Vista is a leading private equity (PE) firm focused on investments in software, data and technology-enabled businesses. Vista pioneered a unique investment and operating model for growth technology and SaaS companies with best-in-class software products, referenceable customers, and attractive market dynamics. Vista has a proven track record of helping management teams drive profitable growth, having completed over 250 technology-related transactions that represent an aggregate transaction value of approximately $78 billion. Q: Will Vista own a controlling stake in the company? A: Vista will acquire all outstanding shares of Xactly common stock. Therefore, Vista will own 100 percent of the company. Q: Is Vista committed to Xactly’s vision? A: Yes. Vista shares Xactly’s vision to change the world of incentive compensation. Vista has pioneered a unique new investment and operating model for growth SaaS companies like Xactly who are strategically positioned with best-in-class software products in big markets. Vista views Xactly as a leader in the incentive compensation space and is excited to help Xactly drive innovation and growth. Q: When will the transaction be completed? What are the next steps? A: The transaction, which is expected to be completed in the third quarter of the 2017 calendar year, is subject to approval by Xactly stockholders, regulatory approvals, including expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as well as other customary closing conditions. Q: Is this good for Xactly and its customers? A: Yes this is good news. Xactly’s mission and vision remain unchanged, and Xactly will continue its commitments to its customers and passion for driving innovation in the incentive compensation space. Q: What does this mean for customers? A: There is no change whatsoever for customers. It is business as usual. Xactly remains deeply committed to delivering on its product roadmap and current and future customer commitments. Vista is a bold innovator and a number of its portfolio companies are Xactly customers. Q: What does this mean for partners? A: There is no change whatsoever for partners. It is business as usual. Partners remain a growth opportunity for Xactly’s business and a key enabler of our strategy to drive growth and leadership in the incentive compensation market. Q: Will this change affect my pricing or contract with Xactly? A: No. All customer commitments remain in place and there will be no changes to the working relationship. And there are no pricing changes planned based on this transaction. Q: Will this change affect the people I am working with at Xactly such as my account manager? A: No, there are no changes to your account team at this time. Q: Will there be any management changes at Xactly? A: Currently there are no planned management changes. ________________________________________ Additional Information and Where to Find It Xactly Corporation (“Xactly”) plans to file with the Securities and Exchange Commission (the “SEC”), and furnish to its stockholders a proxy statement in connection with the proposed merger with Excalibur Merger Sub, Inc., pursuant to which Xactly would be acquired by Excalibur Parent LLC (the “Merger”). The proxy statement described above will contain important information about the proposed Merger and related matters. INVESTORS, STOCKHOLDERS AND SECURITY HOLDERS OF XACTLY ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE TRANSACTION THAT XACTLY WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT XACTLY AND THE TRANSACTION. Investors, stockholders and security holders will be able to obtain free copies of these documents and other documents filed with the SEC by Xactly through the website maintained by the SEC at www.sec.gov. In addition, investors, stockholders and security holders will be able to obtain free copies of these documents from Xactly by contacting Xactly’s Investor Relations at (408) 477-3338, by e-mail at email@example.com, or by going to Xactly’s Investor Relations page on its website at investors.xactlycorp.com. Participants in the Solicitation The directors and executive officers of Xactly may be deemed to be participants in the solicitation of proxies from the stockholders of Xactly in connection with the proposed Merger. Information regarding the interests of these directors and executive officers in the transaction described herein will be included in the proxy statement described above. Additional information regarding Xactly’s directors and executive officers is also included in Xactly’s proxy statement for its 2017 Annual Meeting of Stockholders, which was filed with the SEC on May 11, 2017. These document are available free of charge as described in the preceding paragraph. Forward-Looking Statements This FAQ contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended, including, but not limited to, statements regarding possible or assumed future results of operations of Xactly, the expected completion and timing of the Merger and other information relating to the Merger. Without limiting the foregoing, the words “believes,” “anticipates,” “plans,” “expects,” “intends,” “forecasts,” “should,” “estimates,” “contemplate,” “future,” “goal,” “potential,” “predict,” “project,” “projection,” “may,” “will,” “could,” “should,” “would,” “assuming” and other words or expressions of similar meaning or import are intended to identify forward-looking statements. You should, therefore, carefully read and consider statements that contain these words or expressions, as such forward-looking statements involve certain risks and uncertainties that could cause actual results to differ materially from those indicated in such forward-looking statements, including, but not limited to, (i) the risk that the proposed Merger may not be completed in a timely manner or at all, which may adversely affect Xactly's business and the price of the common stock of Xactly, (ii) the failure to satisfy all of the conditions precedent to the consummation of the proposed Merger, including, but not limited to, the required consent of the stockholders of Xactly and the receipt of certain governmental or regulatory approvals, (iii) the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the merger agreement, (iv) the effect of the announcement or pendency of the transaction on Xactly's business relationships, operating results and business generally, (v) risks that the proposed transaction disrupts current plans and operations and the potential difficulties in employee retention as a result of the transaction, (vi) risks related to diverting management's attention from Xactly's ongoing business operations, (vii) the outcome of any legal proceedings that may be instituted against us related to the merger agreement or the Merger and (viii) such other risks and uncertainties as identified in Xactly's Annual Report on Form 10 K for the fiscal year ended January 31, 2017, as filed with the SEC, which contain and identify important factors that could cause the actual results to differ materially from those contained in the forward-looking statements. Xactly assumes no obligation to update any forward-looking statement contained in this FAQ.