SAAS Incontact, Inc. (MM)

Other Information

For reference purposes only, using publicly available information, Jefferies reviewed the premia offered in 150 mergers and acquisitions transactions in the technology sector that were announced between January 1, 2010 and May 16, 2016 with transaction values of between $150 million and $2 billion. For each of these transactions, Jefferies calculated the premium represented by the offer price or merger consideration over the target company’s closing stock price one trading day and one month prior to the transaction’s announcement. The review indicated the following premia for those time periods prior to announcement:

Applying a reference range of the 25th and the 75th percentile for each of the time periods described above, Jefferies derived an implied equity reference ranges of $11.54 to $13.77 with respect to the one trading day premium prior to announcement and $11.48 to $14.18 with respect to the one month premium prior to the announcement.

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General

Jefferies’ opinion was one of many factors taken into consideration by our Board of Directors in making its determination to approve the merger and should not be considered determinative of the views of our Board of Directors or management with respect to the merger or the merger consideration.

Jefferies was selected by our Board of Directors based on Jefferies’ qualifications, expertise and reputation. Jefferies is an internationally recognized investment banking and advisory firm. Jefferies, as part of its investment banking business, is regularly engaged in the valuation of businesses and securities in connection with mergers and acquisitions, negotiated underwritings, competitive biddings, secondary distributions of listed and unlisted securities, private placements, financial restructurings and other financial services.

We have agreed to pay Jefferies a fee of approximately $14.8 million, $750,000 of which was paid upon delivery of Jefferies’ opinion. We have also agreed to reimburse Jefferies for certain expenses incurred, and to indemnify Jefferies against certain liabilities arising out of or in connection with the services rendered or to be rendered by Jefferies under its engagement. Jefferies has, in the past, provided financial advisory and financing services to inContact and certain affiliates of Parent and may continue to do so and have received, and may receive, fees for the rendering of such services. In the two years prior to the date of its opinion, Jefferies has provided certain investment banking and/or financing services to inContact for which Jefferies received aggregate fees of approximately $2.47 million. Jefferies maintains a market in the securities of inContact and Parent, and in the ordinary course of its business, Jefferies and its affiliates may trade or hold securities of inContact or Parent and/or their respective affiliates for its own account and for the accounts of its customers and, accordingly, may at any time hold long or short positions in those securities. In addition, Jefferies may seek to, in the future, provide financial advisory and financing services to inContact, Parent or entities that are affiliated with inContact or Parent, for which Jefferies would expect to receive compensation.

Treatment of Equity Awards

Stock Options

In the merger, all outstanding vested stock options will be cancelled and converted into the right to receive, in cash, the excess, if any, of $14.00 over the applicable per share exercise price for each share of stock underlying a vested stock option, less any required tax withholding. Vested stock options that have a per share exercise price equal to or exceeding the $14.00 per share merger consideration will be cancelled and the holder will receive no payment or other distribution.

In the merger, all outstanding unvested stock options will be cancelled and converted into an option to purchase a number of American Depositary Shares which represent ordinary shares of Parent (“ Parent ADSs ”), calculated by multiplying the number of shares underlying the unvested stock option by an equity award exchange ratio based on the average closing price of Parent ADSs for the ten trading days immediately preceding the closing date of the merger. The exercise price of the options to purchase Parent ADSs will be calculated by dividing the exercise price of the original stock option by the equity award exchange ratio. Other than the adjusted exercise price and share number, the options to purchase Parent ADSs will be subject to the same terms and conditions that the cancelled unvested stock options were subject to, including as to vesting.

Restricted Stock Units

In the merger, all outstanding vested restricted stock units (“ RSUs ”) will be cancelled and converted into the right to receive, in cash, $14.00, less any required tax withholding, for each share of our common stock subject to such vested RSU.

In the merger, all outstanding unvested RSUs will be cancelled and converted into an RSU with respect to a number of Parent ADSs, calculated by multiplying the number of shares underlying the unvested RSU by an

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equity award exchange ratio based on the average closing price of Parent ADSs for the ten trading days immediately preceding the closing date of the merger. Other than the adjusted share number, the RSUs with respect to Parent ADSs will be subject to the same terms and conditions that the cancelled unvested RSUs were subject to, including as to vesting and settlement.

Unvested Restricted Stock

In the merger, all unvested shares of restricted stock will be cancelled and converted into the right to receive a number of restricted Parent ADSs, calculated by multiplying the number of unvested restricted shares by an equity award exchange ratio based on the average closing price of Parent ADSs for the ten trading days immediately preceding the closing date of the merger. Other than the adjusted share number, the restricted Parent ADSs will be subject to the same terms and conditions that the cancelled unvested restricted shares were subject to, including as to vesting.

Employee Stock Purchase Plan

Under our 2005 Employee Stock Purchase Plan, no new offering periods will commence following completion of the offering period in progress as of the date of the merger agreement. The current offering period will terminate in accordance with the terms of our 2005 Employee Stock Purchase Plan, except that we will terminate the current offering period seven business days prior to the effective time of the merger if it has not already terminated. On termination of the current offering period, each then outstanding option under our 2005 Employee Stock Purchase Plan will be exercised automatically, and we will terminate our 2005 Employee Stock Purchase Plan as of immediately prior to the effective time of the merger.

Debt Financing

Prior to entering into the merger agreement, Parent entered into debt commitment letters with certain financial institutions pursuant to which Parent would be provided debt financing (the “ Debt Financing ”) on the terms and conditions set forth in the debt commitment letters, the proceeds of which, among other uses, will be used by Parent to fund a portion of the merger consideration. Parent and Merger Subsidiary are obligated to use their reasonable best efforts to arrange, as promptly as practicable, for the Debt Financing to be in place at or prior to the effective time of the merger. The merger agreement provides, however, that obtaining the Debt Financing is not a condition to close. (see “ The Merger Agreement – Debt Financing ” below).

Interests of Directors and Executive Officers in the Merger May Differ From Your Interests

In this section, we refer to our Board of Directors as “our Board.” In considering the recommendation of our Board that you vote in favor of the proposal to approve the merger agreement, you should be aware that certain of our directors and executive officers may have interests in the merger that are different from, or are in addition to, the interests of inContact and our stockholders generally. These interests may create a potential conflict of interest and may be perceived to have affected their decision to support or approve the merger. Our Board was aware of these potential conflicts of interest during its deliberations on the merits of the merger and in making its decision to approve the merger agreement, the merger and the related transactions. inContact stockholders should be aware of these interests when considering our Board’s recommendation to approve the merger agreement.

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Positions with the Surviving Corporation.

The merger agreement provides that the officers of inContact at the effective time of the merger will be the officers of inContact, as the surviving corporation, after the merger. In connection with the execution of the merger agreement, each of Messrs. Ayers, Jarman, and Robinson entered into a retention agreement with Parent as further described below (see “ The Merger Agreement – Interests of Directors and Executive Officers in the Merger May Differ From Your Interests – Retention Agreements ” below).

New Equity Awards

Prior to the effective time of the merger, inContact may issue up to an aggregate of 20,000 shares of inContact common stock, pursuant to inContact’s equity plans, to its employees, including inContact’s executive officers, in a manner and under terms that are consistent with past practice, except that any such awards may not vest on a “single trigger” basis.

Insurance and Indemnification of Directors and Executive Officers

The merger agreement provides that the surviving corporation will, for six years, indemnify and hold harmless the present and former officers and directors of inContact for acts or omissions occurring at or prior to the effective time of the merger, to the fullest extent permitted by applicable law or inContact’s certificate of incorporation and bylaws. Additionally, under the merger agreement the surviving corporation is obligated to maintain, for six years, provisions of its certificate of incorporation and bylaws regarding elimination of liability of directors, indemnification of officers, directors and employees, and the advancement of expenses which are no less advantageous than the provisions currently in place for inContact.

The merger agreement also provides that prior to the effective time of the merger, inContact may purchase, and if inContact does not purchase then Parent will cause the surviving corporation to purchase, a six year prepaid “tail” policy of officers and directors liability insurance to cover claims related any period of time at or prior to the effective time of the merger, with terms, conditions, retentions and limits of liability that are no less favorable than the coverage provided under the Company’s existing policies, and in each case regarding any matter claimed against a director or officer of the Company or any of its subsidiaries by reason of such person serving in such capacity. inContact is not allowed to expend for such policies an aggregate premium amount in excess of 300% of the amount per annum the Company paid in its last full fiscal year.

Treatment of Equity and Equity Awards

In connection with approving the merger and the merger agreement, our Board of Directors approved the disposition of shares of common stock, options, restricted stock units and restricted shares held by our directors

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and executive officers, so that such dispositions in the merger and the conversion into the right to receive the merger consideration, if applicable, is exempt from liability under Section 16(b) of the Exchange Act.

Consideration Payable for Equity and Equity Awards

The table below sets forth the number of shares of our common stock held by our directors and executive officers as of June 15, 2016 (excluding unvested restricted shares, which are itemized in a separate, subsequent table), and the merger consideration to which they will be entitled in exchange therefor, assuming such shares remain outstanding as of immediately prior to the effective time of the merger.

The table below sets forth (i) the number of shares of our common stock underlying vested options held by our directors and executive officers on June 15, 2016, and the merger consideration to which they will be entitled in exchange therefor, after taking into account the weighted average exercise price of such vested options, and (ii) the number of shares of our common stock underlying vested RSUs held by our directors and executive officers on June 15, 2016, and the merger consideration to which they will be entitled in exchange therefor, in each case without taking into account any applicable tax withholdings.

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The table below sets forth for each director and officer, as of June 15, 2016, and in each case assuming an Equity Award Exchange Ratio of 0.222, which uses the average closing sale price of Parent ADSs for the ten full trading days ending June 15, 2016: (i) the number of shares of our common stock underlying unvested options and the number of Parent ADSs underlying the options which they will receive at the effective time of the merger, (ii) the number of shares of our common stock underlying unvested RSUs and the number of Parent ADSs underlying the RSUs which they will receive at the effective time of the merger and (iii) the number of unvested restricted shares and the number of restricted Parent ADSs which they will receive at the effective time of the merger, in each case, without taking into account any applicable tax withholdings. Depending on when the merger occurs, equity awards that are now unvested and included in the table below may vest pursuant to the terms of such awards based on the completion of continued service with the Company, independent of the merger.

(1) Rounded down to the nearest whole number of Parent ADSs on a grant-by-grant basis.

Retention Agreements

Each of Messrs. Ayers, Jarman, and Robinson (the “ Executives ”) are eligible for severance benefits under our Change in Control Severance Compensation Policy (the “ Policy ”). The Policy provides for the payment of specified severance (two-times annual base pay for Mr. Jarman and one-and-one-half-times annual base pay for each of Messrs. Ayers and Robinson) in the event of a termination of employment without “Just Cause” or resignation for “Good Reason” within the period commencing on the merger and ending six months thereafter (such period referred to as the “ Protection Period ”).

Each of the Executives has entered into a retention agreement with Parent that modifies his rights under the Policy by (1) increasing the Protection Period so that it expires on February 1, 2018 for Messrs Ayers and Robinson and expires on the third anniversary of the merger for Mr. Jarman (such period referred to as the applicable “Extension Period”), (2) revises the potential severance to be six months’ base salary and continued benefits coverage for Messrs. Jarman and Robinson and twelve months’ base salary and continued benefits for Mr. Ayers and (3) revises the vesting acceleration rights of each of the Executives with respect to certain equity awards held by the Executive from “single trigger” vesting acceleration that would be triggered upon occurrence of the merger to “double trigger” vesting acceleration triggered only upon an involuntary termination of employment without “Just Cause” or resignation of employment for “Good Reason” within such Executive’s extended Protection Period. Each of the Executives agreed that the merger itself does not trigger a right to resign for good reason under any current plan, policy, or agreement, and each of the Executives agreed that any agreement providing for vesting acceleration of stock options, restricted stock units, or other equity compensation due to the merger will be amended so that such vesting acceleration instead will occur upon a termination of employment without “Just Cause” or resignation for “Good Reason” (as modified in the applicable retention agreement) during the Executive’s extended Protection Period.

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Each Executive’s retention agreement also provides that Parent will recommend that its board of directors approve a grant to the Executive of a number of Parent restricted stock units (60,000 for Mr. Jarman, 8,000 for Mr. Ayers and 18,000 for Mr. Robinson), a portion of which will be scheduled to vest subject to continued service and a portion of which will be scheduled to vest subject to satisfaction of performance objectives.

Golden Parachute Compensation.

As is discussed above, our named executive officers are eligible participants under our Change in Control Severance Compensation Policy. However, as discussed above, in connection with the execution of the merger agreement, each of our named executive officers entered into retention agreements with Parent that modified their rights to receive change in control and severance payments. The table below shows the estimated amount of payments and benefits that will or may be paid or become payable to each of our named executive officers in connection with the merger, assuming consummation of the merger occurred on June 15, 2016 and the employment of the executive officer was terminated on such date without just cause or due to resignation for good reason, entitling the named executive officer to severance payments and benefits. The amounts shown in the table reflect modifications of severance compensation pursuant to the retention agreements entered into with Parent unless noted otherwise.

For further information on the proposal for inContact’s stockholders to approve on an advisory (non-binding) basis merger-related compensation as discussed in this section, please see the section with the title “ Advisory Vote on Named Executive Officer Merger-Related Compensation Arrangements .”

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Past Contacts, Transactions or Negotiations

Neither inContact nor any of our directors, executive officers or other affiliates have any past, present or proposed relationships, material agreements, arrangements, understandings, negotiations, transactions or material contacts with Parent, Merger Subsidiary or any of their respective directors, executive officers or other affiliates that would require disclosure under the rules and regulations of the SEC applicable to this proxy statement.

Material U.S. Federal Income Tax Consequences

U.S. Federal Income Tax Consequences of the Merger

The following discussion is a summary of the U.S. federal income tax consequences of the merger that are relevant to holders of shares of inContact common stock whose shares are converted into the right to receive cash pursuant to the merger. This discussion is based upon the Internal Revenue Code of 1986, as amended, which we refer to as the Code, Treasury Regulations promulgated under the Code, court decisions, published positions of the Internal Revenue Service, which we refer to as 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 inContact common stock as “capital assets” within the meaning of Section 1221 of the Code (generally, property held for investment). This summary does not describe any of the tax consequences arising under the laws of any state, local or foreign tax jurisdiction and does not consider any aspects of U.S. federal tax law other than income taxation (e.g., state, gift or alternative minimum tax or the Medicare net investment income surtax). In addition, this summary does not address the U.S. federal income tax consequences to holders of shares who exercise appraisal rights under Delaware law. For purposes of this discussion, a “holder” means either a U.S. Holder or a Non-U.S. Holder (each 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:

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 inContact 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 the shares of inContact common stock and partners therein should consult their tax advisors regarding the consequences of the merger.

THIS DISCUSSION IS PROVIDED FOR GENERAL INFORMATION ONLY AND DOES NOT CONSTITUTE LEGAL ADVICE TO ANY HOLDER. A HOLDER SHOULD CONSULT ITS TAX ADVISORS CONCERNING THE U.S. FEDERAL INCOME TAX CONSEQUENCES RELATING TO THE MERGER IN LIGHT OF ITS PARTICULAR CIRCUMSTANCES AND ANY CONSEQUENCES ARISING UNDER THE LAWS OF ANY STATE, LOCAL OR FOREIGN TAXING JURISDICTION.

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U.S. Holders

For purposes of this discussion, a “U.S. Holder” is a beneficial owner of shares of inContact common stock who or that is for U.S. federal income tax purposes:

The receipt of cash by a U.S. Holder in exchange for shares of inContact common stock pursuant to the merger will be a taxable transaction for U.S. federal income tax purposes. In general, such U.S. Holder’s gain or loss will be equal to the difference, if any, between the amount of cash received and the U.S. Holder’s adjusted tax basis in the shares surrendered pursuant to the merger. Gain or loss will be determined separately for each block of shares (that is, shares acquired at the same cost in a single transaction) exchanged for cash pursuant to the merger. A U.S. Holder’s adjusted tax basis generally will equal the amount that such U.S. Holder paid for the shares. Such gain or loss generally will be capital gain or loss and will be long-term capital gain or loss if such U.S. Holder’s holding period in such shares is more than one year at the time of the completion of the merger. A reduced tax rate on capital gain generally will apply to long-term capital gain of a non-corporate U.S. Holder. There are limitations on the deductibility of capital losses.

Non-U.S. Holders

For purposes of this discussion, the term “Non-U.S. Holder” means a beneficial owner of shares of inContact common stock who or that is neither a U.S. Holder nor a partnership (or an entity taxable 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 own tax advisors to determine the U.S. federal, state, local and other tax consequences that may be relevant to them in light of their particular circumstances.

Any gain realized by a Non-U.S. Holder pursuant to the merger generally will not be subject to U.S. federal income tax unless:

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Backup Withholding

Payments due to non-corporate U.S. Holders pursuant to the merger may be subject to federal “backup withholding” at a rate of 28% unless certain requirements are satisfied. Corporations are generally exempt from backup withholding. In order to avoid backup withholding with respect to cash received pursuant to the merger, a non-corporate U.S. Holder should complete IRS Form W-9. Non-U.S. Holders are generally exempt from backup withholding but should complete IRS Form W-8BEN or W-8BEN-E to perfect that exemption. Non-corporate U.S. Holders who fail to provide their correct taxpayer identification numbers may be subject to penalties imposed by the IRS. Amounts withheld, if any, under the backup withholding rules are not an additional tax and may be refunded or credited against the holder’s federal income tax liability, provided that the required information is timely furnished to the IRS.

Delisting and Deregistration of our Common Stock

If the merger is completed, inContact common stock will be delisted from the NASDAQ Stock Market and deregistered under the Exchange Act, and we will no longer file periodic reports with the SEC on account of our common stock.

If the merger agreement and the merger transaction are not approved by our stockholders or if the merger is not completed for any other reason, our stockholders will not receive any payment for their shares in connection with the merger. Instead, we will remain an independent public company and our common stock will continue to be listed and traded on the NASDAQ Stock Market, so long as we continue to meet the applicable listing requirements.

Governmental and Regulatory Approvals

Antitrust Approvals

Under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (“ HSR Act ”) and the rules promulgated thereunder, Parent and inContact cannot complete the merger until they notify and furnish information to the Federal Trade Commission and the Antitrust Division of the U.S. Department of Justice, and specified waiting period requirements are satisfied. Parent and inContact filed the notification and report forms under the HSR Act with the U.S. Federal Trade Commission and the Antitrust Division on June 2, 2016. On June 22, 2016, the Premerger Notification Office of the U.S. Federal Trade Commission advised inContact that early termination had been granted of the mandatory waiting period under the HSR Act with respect to the merger.

CFIUS

The merger is also conditioned on the issuance of a clearance from CFIUS. This CFIUS clearance takes the form of either (a) a written notification from CFIUS that it has no unresolved national security concerns in connection with the merger or (b) inaction, or a decision not to take action, by the President, within 15 days of receiving the report from CFIUS. Section 721 of the Defense Production Act of 1950, as amended (the “Defense Production Act”), as well as related Executive Orders and regulations, authorize the President and CFIUS to review certain transactions which could result in control of a U.S. business by a foreign person. Under the

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Defense Production Act, the Secretary of the Treasury acts through CFIUS to coordinate review of covered transactions that are voluntarily submitted to CFIUS or that are unilaterally reviewed by CFIUS. In general, CFIUS review of a covered transaction occurs in an initial 30-day review period that may be extended by CFIUS for an additional 45-day investigation period. At the close of its review or investigation, CFIUS may determine that there are no national security concerns with the transaction, may impose mitigation terms to resolve any national security concerns with the covered transaction, or may send a report to the President recommending that the transaction be suspended or prohibited, or providing notice to the President that CFIUS cannot agree on a recommendation relative to the covered transaction. The President has 15 days under the Defense Production Act to act on CFIUS’s report.

In the event that CFIUS notifies Parent and inContact that CFIUS (A) has completed its review or investigation and determined it has unresolved national security concerns and (B) intends to send a report to the President of the United States requesting the President’s decision because it either (1) recommends that the President act to suspend or prohibit the merger, (2) is unable to reach a decision on whether to recommend that the President suspend or prohibit the merger, or (3) requests that the President make a determination with regard to the merger (a “ CFIUS Turndown ”) Parent may request a withdrawal of the notice filed with CFIUS and thereafter neither Parent nor inContact will have any further obligation to seek CFIUS approval. In the event of a CFIUS Turndown, either party has the right to terminate the merger agreement and abandon the merger. See “ The Merger Agreement – Termination of the Merger Agreement ” below.

The Company and Parent anticipate filing a joint voluntary notice with CFIUS. While we believe that CFIUS clearance will ultimately be obtained, this clearance is not assured. Each party’s obligations to complete the merger are contingent upon CFIUS clearance.

FCC and State and Local Authorities

The merger is further conditioned on Parent and inContact obtaining the approvals of the FCC and certain state communications regulatory authorities, as required, due to the transfer of control of entities holding certain telecommunications licenses occurring in connection with the transactions contemplated in the merger agreement. Under the Communications Act of 1934, as amended, inContact holds licenses issued by the FCC permitting it to provide telecommunications services. The FCC must approve the transfer of control of the licensee entities by inContact to Parent as a result of the merger. Because Parent is not a U.S. company, the FCC will also refer the transfer applications for informal national security review by the United States Departments of Defense, Justice (including the Federal Bureau of Investigation) and Homeland Security (“ Team Telecom ”). The FCC approval will in turn be conditioned on the clearance of the application by Team Telecom. Team Telecom, like CFIUS, may determine that there are no national security concerns with the transaction or may impose mitigation terms to resolve any national security concerns with the transaction. In addition, under various state telecommunications statutes, inContact entities hold licenses issued by those states for the provision of telecommunications services. Certain of those states must also approve the transfer of control of the licenses held by inContact entities to Parent as a result of the merger.

The Company and Parent filed domestic and international 214 transfer of control applications with the FCC on May 31, 2016. The Company and Parent also anticipate filing transfer of control applications with various state communications regulatory authorities. While we believe that FCC and state approvals will ultimately be obtained, these approvals are not assured. Each party’s obligations to complete the merger are contingent upon FCC and state authority approval.

Conditions Imposed by Regulatory Authorities

CFIUS, the FCC, Team Telecom, and state communications regulatory authorities may impose conditions as a prerequisite for their respective clearances or approvals of the merger. Parent may determine not to proceed with the merger should such conditions require Parent or Company to (A) enter into any settlement, undertaking,

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consent decree, stipulation or agreement with any Governmental Authority in connection with the transactions contemplated under the merger agreement or (B) sell, divest or otherwise hold separate (including by establishing a trust or otherwise), or take any other action (or otherwise agree to do any of the foregoing), in each case of clauses (A) and (B), (1) with respect to any of Parent’s or its Subsidiaries’ businesses, assets or properties or (2) with respect to any of the Company’s or its Subsidiaries’ businesses, assets or properties, unless, in the case of this clause (2) only, such action would not reasonably be expected to be, individually or in the aggregate, adverse in any material respect to the Company and its Subsidiaries, taken as a whole.

Legal Proceedings

On June 10, 2016, a complaint captioned Natalie Gordon v. inContact, Inc., et al. , Civil Action No. 160903695 was filed in the Third Judicial District Court of Salt Lake County, State of Utah naming as defendants inContact and the Board. This action purports to be a class action brought by a stockholder alleging that the Board breached their fiduciary duties by approving the merger agreement and failing to take steps to maximize inContact’s value to its stockholders. In addition, the complaint alleges, among other things, that certain provisions of the merger agreement unduly restrict inContact’s ability to negotiate with other potential bidders. The complaint generally seeks, among other things, either to enjoin the proposed transaction or to rescind the transaction in the event it is consummated, other forms of equitable relief and monetary damages of $300,000 or greater. The defendants believe the litigation is entirely without merit and intend to defend it vigorously.

Anticipated Closing of the Merger

We intend to complete the closing of the merger promptly after all of the conditions to completion of the merger are satisfied or waived, including the approval of the merger agreement by our stockholders and the absence of any legal prohibitions to the merger. We currently expect the merger to be completed in the second half of 2016, although we cannot assure completion by any particular date, if at all. We will issue a press release and letters of transmittal for your use once the merger has been completed.

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THE MERGER AGREEMENT

The following description summarizes the material provisions of the merger agreement and is qualified in its entirety by reference to the complete text of the merger agreement. The merger agreement is included as Appendix A to this proxy statement. We encourage you to read it carefully and in its entirety. The merger agreement has been included to provide you with information regarding its terms. It is not intended to provide any other factual information about inContact. Such information can be found elsewhere in this proxy statement and in the other public filings inContact makes with the Securities and Exchange Commission, which are available without charge at www.sec.gov .

Merger Consideration

At the effective time of the merger, each outstanding (i) share of inContact common stock, other than shares held by a stockholder who perfects appraisal rights in accordance with Delaware law and other than unvested restricted shares, will automatically be converted into the right to receive $14.00 in cash, without interest; (ii) vested option to purchase inContact common stock will be canceled and the holder thereof will receive an amount in cash per share of inContact common stock subject to such vested option equal to any excess of (A) $14.00 per share less (B) the exercise price of such option, and less applicable tax withholdings; and (iii) vested restricted stock unit (“ RSU ”) for inContact common stock will be canceled and the holder thereof will receive an amount in cash per share of inContact common stock subject to the vested RSU equal to $14.00 per share, less applicable tax withholdings. The price of $14.00 per share was determined through arm’s-length negotiations between us and Parent. At the effective time of the merger, no shares of inContact common stock outstanding prior to the merger will remain outstanding after the merger and all such shares will automatically be cancelled and will cease to exist.

Closing; Effective Time of the Merger

The closing of the merger will occur as soon as possible, but in any event, no later than three (3) business days after all of the closing conditions have been met or waived by the party or parties entitled to the benefit thereof, provided, however, that the closing may be delayed if the marketing period has not ended, in which case, the closing will occur on the second business day immediately following the final day of the marketing period. The marketing period relates to the marketing by the Parent of the Debt Financing (see “– Debt Financing ” below). The merger agreement provides that the marketing period is a period of not more than 15 consecutive business days which starts either 15 business days after the date of the merger agreement, or, if later, after the receipt by Parent from inContact of all the financial information it needs for the Debt Financing. The merger agreement also provides that the marketing period must end on or before August 19, 2016, or commence on or as promptly as practicable after September 6, 2016. If inContact in good faith reasonably believes it has provided all information and assistance required by it to Parent for the Debt Financing, it may deliver to Parent a written notice to that effect, and thereafter the marketing period must commence no later than 30 business days after the date of the merger agreement or, if later, 10 business days after deliver of such notice, provided that, if Parent in good faith reasonably believes we have not completed providing the requested information, they may contest that fact to us by delivering a written notice to that effect, in which case, the marketing period will begin no later than 10 business days after we have provided the additional information.

The merger will become effective upon the filing of a certificate of merger with the Delaware Secretary of State or at such later date or time as is agreed upon by Merger Subsidiary and inContact and specified in the certificate of merger. The filing of the certificate of merger will occur as soon as practicable on or after the closing date. Subject to the terms and conditions of the merger agreement and in accordance with Delaware law, upon the completion of the merger, Merger Subsidiary, a wholly-owned indirect subsidiary of Parent and a party to the merger agreement, will merge with and into inContact. inContact will survive the merger as a wholly-owned indirect subsidiary of Parent.

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Conversion of Shares; Procedures for Exchange of Certificates

Effective automatically upon the effective time of the merger, you will have the right to receive $14.00 in cash per share of inContact common stock (other than unvested restricted shares), without interest. Prior to the effective time of the merger, Parent will appoint a bank or trust company to act as exchange agent under the merger agreement, and will cause one of its subsidiaries to deliver the merger consideration to the exchange agent for payment to inContact stockholders. The merger agreement provides that promptly after the effective time of the merger, Parent shall send or cause the exchange agent to send to each holder of shares of inContact common stock at the effective time (other than unvested restricted shares) a letter of transmittal and instructions for use in surrendering their certificates in exchange for the merger consideration.  No stockholder should surrender any certificates until the stockholder receives the letter of transmittal and other materials from the exchange agent for such surrender.   Upon surrender of a stock certificate for cancellation to the exchange agent, together with a letter of transmittal, duly completed and executed in accordance with the instructions, the holder of such shares will be entitled to receive the merger consideration into which the number of shares of inContact common stock previously represented by such shares shall have been converted pursuant to the merger agreement. The shares so surrendered will be cancelled.

In the event of a transfer of ownership of shares of inContact common stock which is not registered in our transfer records, payment may be made with respect to such shares to the transferee if the shares are presented to the exchange agent, properly endorsed or otherwise in proper form for transfer, and the transferee either pays to the exchange agent any applicable transfer taxes relating to such transfer, or establishes that such transfer taxes have been paid or are not applicable.

If your stock certificate has been lost, stolen or destroyed, the exchange agent will deliver to you the applicable merger consideration for the shares represented by that certificate if you make an affidavit claiming such certificate has been lost, stolen or destroyed with such assurances as Parent or the disbursing agent may require, including, if reasonably required, the posting of a bond.

You should not send your certificates until requested to do so and should send them only pursuant to instructions set forth in the letters of transmittal to be mailed to stockholders promptly after the effective time of the merger. In all cases, the merger consideration will be paid only in accordance with the procedures set forth in the merger agreement and such letters of transmittal.

The merger agreement provides that six months after the effective time of the merger, the exchange agent will deliver to the Parent any funds made available to the exchange agent which have not been disbursed to holders of inContact common stock, and that any holders of shares who have not complied with the above-described procedures to receive payment of the merger consideration during such six month period may thereafter look only to Parent for payment of the merger consideration, without interest, to which they are entitled. Any amounts unclaimed two years after the effective time of the merger (or such earlier date, immediately prior to such time when the amounts would otherwise escheat to or become property of any governmental authority) shall become, to the extent permitted by law, the property of Parent.

Effect on inContact Stock Options, RSUs and Restricted Shares

As set forth above, at the effective time of the merger, each outstanding (i) vested option to purchase inContact common stock will be cancelled and the holder thereof will receive an amount in cash per share of inContact common stock subject to such vested option equal to any excess of (A) $14.00 per share less (B) the exercise price of such option, and less applicable tax withholdings and (ii) vested RSU with respect to inContact common stock will be cancelled and the holder thereof will receive an amount in cash per share of inContact common stock subject to the vested RSU equal to $14.00 per share, less applicable tax withholdings.

Additionally, at the effective time of the merger, each outstanding (i) unvested option to purchase inContact common stock will be cancelled and converted into an option to purchase a number of American Depositary Shares

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which represent ordinary shares of Parent (“ Parent ADSs ”), calculated by multiplying the number of shares underlying the unvested stock option by an equity award exchange ratio (calculated as described below, the “ Equity Award Exchange Ratio ”), with an exercise price determined by dividing the exercise price of the original stock option by the Equity Award Exchange Ratio, (ii) unvested RSU will be cancelled and converted into an RSU with respect to a number of Parent ADSs, calculated by multiplying the number of shares underlying the unvested RSU by the Equity Award Exchange Ratio and (iii) unvested share of restricted stock will be cancelled and converted into a number of restricted Parent ADSs, calculated by multiplying the number of unvested restricted shares by the Equity Award Exchange Ratio. Other than the adjusted share number and, in the case of the unvested options, the adjusted exercise price, the replacement equity awards will remain subject to the same terms and conditions as the equity awards which they replaced, including as to vesting and settlement. The Equity Award Exchange Ratio is calculated by dividing the merger consideration by the average closing sale prices of Parent ADSs on The NASDAQ Global Select Market for the ten trading days ending on (and including) the trading day immediately preceding the closing date for the merger, rounded to the nearest one ten-thousandth. As promptly as practicable after the closing date of the merger, Parent will register the Parent ADSs issuable in exchange for inContact equity awards on a registration statement on Form S-8.

Furthermore, under our 2005 Employee Stock Purchase Plan, no new offering periods will commence following completion of the offering period in progress as of the date of the merger agreement. The current offering period will terminate in accordance with the terms of our 2005 Employee Stock Purchase Plan, except that we will terminate the current offering period seven business days prior to the effective time of the merger if it has not already terminated. On termination of the current offering period, each then outstanding option under our 2005 Employee Stock Purchase Plan will be exercised automatically, and we will terminate our 2005 Employee Stock Purchase Plan as of immediately prior to the effective time of the merger.

Representations and Warranties

The merger agreement contains representations and warranties of each party to the agreement. The representations and warranties in the merger agreement are complicated and not easily summarized. You are urged to read carefully, and in their entirety, the sections of the merger agreement entitled “Representations and Warranties of the Company” and “Representations and Warranties of Parent” in Articles 4 and 5, respectively, of the merger agreement attached as Appendix A to this proxy statement. However, the assertions embodied in the representations and warranties made by us are qualified by information and statements disclosed in any document filed by inContact with the SEC after December 31, 2014 and as made in a confidential disclosure schedule that we provided to Parent in connection with the signing of the merger agreement. While we do not believe that such disclosure schedule contains information that applicable securities laws require us to disclose publicly (other than information that has already been so disclosed), the disclosure schedule does contain information that modifies, qualifies and creates exceptions to the representations and warranties set forth in the merger agreement. Accordingly, you should not rely on the representations and warranties in the merger agreement as characterizations of the actual state of facts, since such representations and warranties were made by the parties to the merger agreement to and solely for the benefit of each other, and they are modified in important part by the underlying disclosure schedule. The disclosure schedule contains information that has been included in our general prior public disclosures, as well as additional non-public information. Moreover, information concerning the subject matter of the representations and warranties may have changed since the date of the merger agreement, which subsequent information may or may not be fully reflected in our public disclosures.

The merger agreement contains representations and warranties of inContact as to, among other things:

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In addition, the merger agreement contains representations and warranties by Parent as to:

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Conduct of Business Pending Closing

We have agreed in the merger agreement that, except with the prior written consent of Parent (which consent shall not be unreasonably withheld, delayed or conditioned), except for certain actions contemplated by the merger agreement or set forth in the disclosure schedule, and except as required by law, between the date of the merger agreement and the effective time, we will and will cause our subsidiaries to conduct our business in the ordinary course consistent with past practice. Additionally, the Company will, and will cause its subsidiaries to, use reasonable best efforts to: (i) preserve intact our present business organization; (ii) maintain in effect all material licenses, permits, consents, franchises, approvals and authorizations; (iii) keep available the services of our officers and key employees; and (iv) maintain satisfactory relationships with our customers, lenders suppliers and others having material business relationships with us. Without limiting the generality of the foregoing, and except for matters set forth in the applicable section of the disclosure schedule or as specifically provided by the merger agreement, and except as required by law, without the prior written consent of Parent (which consent shall not be unreasonably withheld, delayed or conditioned), from the date of the merger agreement until the effective time or the termination of the merger agreement in accordance with its terms, neither we nor any of our subsidiaries may:

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The covenants in the merger agreement relating to the conduct of our business are complicated and not easily summarized. You are urged to read carefully and in its entirety Section 6.01 entitled “Conduct of the Company” of the merger agreement in Appendix A to this proxy statement.

No Solicitation of an Acquisition Proposal

We have agreed in the merger agreement, between the date of the merger agreement and the effective time, to certain limitations on our ability to take action with respect to alternative acquisition transactions. Except as set forth below, we have agreed to not, and to cause our subsidiaries and our subsidiaries’ respective officers, directors, employees, investment bankers, attorneys, accountants, consultants or other agents or advisors not to:

Notwithstanding these limitations, the merger agreement provides that, at any time prior to obtaining the requisite stockholder vote for approval of the merger with Parent:

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Pursuant to the terms of the merger agreement, our Board of Directors cannot take any of the actions set forth in the above three bullet points unless we have delivered to Parent a prior written notice that we intend to take such action, and, after taking such action, we are obligated to continue advising Parent on a prompt basis of the status and terms of any discussions and negotiations with the third party. In addition, we are required to notify Parent promptly after receipt of any Acquisition Proposal or request for information relating to the Company or any of our subsidiaries or for access to the business, properties, assets, books or records of the Company or any of our subsidiaries by any third party that has made, or that we believe in good faith is considering making, an Acquisition Proposal. The merger agreement requires that we will provide such notice orally and in writing and shall identify the third party making, and the terms and conditions of, any such Acquisition Proposal, indication or request. We are also obligated to keep Parent fully informed of the status and material terms of any such Acquisition Proposal, indication or request, and are required to promptly provide to Parent copies of all correspondence and other written materials that describes any terms or conditions of any Acquisition Proposal. Pursuant to the merger agreement, any material amendment to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of our compliance with these requirements.

Our Board of Directors is prohibited from making Adverse Recommendation Change in response to an Acquisition Proposal (or terminate the merger agreement) unless (A) we have notified Parent in writing at least four business days before taking that action, of its intention to do so, attaching in the case of an Adverse Recommendation Change to be made following receipt of a Superior Proposal, the most current version of the proposed agreement under which such Superior Proposal is proposed to be consummated and the identity of the third party making the Acquisition Proposal, or in the case of an Adverse Recommendation Change to be made in response to an Intervening Event, a reasonably detailed description of the reasons for making such Adverse Recommendation Change, and (B) Parent does not make, within four business days after its receipt of that written notification, an offer that, in the case of an Adverse Recommendation Change to be made following receipt of a Superior Proposal, is at least as favorable to our stockholders from a financial point of view as such Superior Proposal; provided , that in the event there is any material modification to the terms of any such Superior Proposal, we are obligated to provide to Parent a notice of such modification and such Superior Proposal shall be deemed a new Superior Proposal.

Under the merger agreement, an “ Acquisition Proposal ” means any offer, proposal or inquiry relating to, or any third party indication of interest in, (i) any acquisition or purchase, direct or indirect, of (A) 25% or more of the consolidated assets of the Company and its subsidiaries or (B) 25% or more of any class of equity or voting securities of the Company, (ii) any tender offer (including a self-tender offer) or exchange offer that, if consummated, would result in such third party beneficially owning 25% or more of any class of equity or voting securities of the Company or (iii) a merger, consolidation, share exchange, business combination, sale of substantially all the assets, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving the Company or any of its subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of the company.

Under the merger agreement, a “ Superior Proposal ” means a bona fide written Acquisition Proposal obtained after the date of the merger agreement and not in violation of the terms of the merger agreement that our Board of Directors determines in good faith, after considering the advice of a financial advisor of nationally recognized reputation and outside legal counsel, taking into account all terms of such Acquisition Proposal that

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our Board of Directors deems relevant and the reasonable likelihood of consummation of such Acquisition Transaction, would be more favorable from a financial point of view to our stockholders than the merger contemplated by the merger agreement (taking into account any proposal by Parent to amend the terms of the merger agreement); provided that for purposes of this definition, all references to “25%” in the definition of “Acquisition Proposal” shall be deemed to be “50%.”

Under the merger agreement, an “ Intervening Event ” means any material change, event, occurrence or development that occurs, arises or becomes known to our Board of Directors after the date of the merger agreement and prior to obtaining the approval from our stockholders, to the extent that such change, event, occurrence or development was unknown to our Board of Directors and was not reasonably foreseeable, in each case, as of the date of the merger agreement; provided that the receipt by the Company, the existence or the terms of an Acquisition Proposal or a Superior Proposal shall not, in any event, be deemed to constitute an Intervening Event.

As of the merger agreement date, we were obligated, and our subsidiaries and representatives were obligated, to cease and terminate any and all existing activities, discussions or negotiations, if any, with any third party conducted prior to the date of the merger agreement with respect to any Acquisition Proposal and request return or destruction of information we may have provided.

Debt Financing

Prior to entering into the merger agreement, Parent entered into debt commitment letters with certain financial institutions pursuant to which Parent would be provided debt financing (the “ Debt Financing ”) on the terms and conditions set forth in the debt commitment letters, the proceeds of which, among other uses, will be used by Parent to fund a portion of the merger consideration. Parent and Merger Subsidiary are obligated to use their reasonable best efforts to arrange, as promptly as practicable, for the Debt Financing to be in place at or prior to the effective time of the merger. Parent is prohibited from amending the terms of the debt commitment letters without our prior written consent if such amendments would prevent them from having sufficient funds to consummate the merger, or prevent or materially delay the merger. If for any reason Parent determines that the Debt Financing will not be available to them as needed, Parent has the obligation to notify us and then use reasonable best efforts to arrange for alternative financing in an amount sufficient to consummate the merger. The merger agreement provides, however, that obtaining the Debt Financing or alternative financing is not a condition to close. We have also agreed, at Parent’s expense, to reasonably cooperate with Parent in connection with the arrangement of the Debt Financing as reasonably requested, including providing certain financial information.

Other Covenants

The merger agreement contains a number of other covenants on the part of the parties, including covenants relating to:

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Conditions to the Merger

The merger agreement provides that the parties’ obligations to complete the merger are subject to the following conditions:

The merger agreement provides that the obligations of Parent and Merger Subsidiary to consummate the merger are subject to, among others, the following additional conditions:

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The merger agreement also provides that our obligation to consummate the merger is subject to, among others, the following additional conditions:

The merger agreement provides that a “material adverse effect,” as it relates to any person means any material adverse effect on such person’s ability to consummate the merger or on the condition (financial or otherwise), business, assets or results of operations of such person and its subsidiaries, taken as a whole, excluding any effect resulting from:

Termination of the Merger Agreement

The merger agreement may be terminated and the merger may be abandoned at any time prior to the effective time, notwithstanding any approval of our stockholders of the merger:

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A “ Triggering Event ” means: (i) an Adverse Recommendation Change by our Board of Directors (see “ – No Solicitation of an Acquisition Proposal ”); (ii) an Acquisition Proposal (see “ – No Solicitation of an Acquisition Proposal ”) has been publicly disclosed (other than by the commencement of a tender offer or exchange offer), and our Board of Directors fails to publicly reaffirm their recommendation that our stockholders approve the merger with Parent within five business days after Parent’s written request therefor; (iii) a tender offer or exchange offer for securities of the Company is commenced and our Board of Directors fails to recommend that our stockholders reject such tender offer or exchange offer within ten business days of such commencement; or (v) our Board of Directors publicly announces its intention to take any of the foregoing actions.

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Termination Fees

inContact must pay to Parent a termination fee of $34,140,000 if any of the following occur:

Amendment and Waiver

Any provision of the merger agreement may be amended prior to the effective time if such amendment is executed in writing by each of inContact, Parent and Merger Subsidiary; provided that after the merger agreement has been approved by our stockholders, there shall be no amendment that by applicable law requires further approval by our stockholders without the further approval of such stockholders. Any provision of the merger agreement may be waived if such waiver is executed in writing by the party against whom the waiver is to be effective.

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APPRAISAL RIGHTS

If the merger is consummated, inContact stockholders who do not vote in favor of the adoption and approval of the merger agreement and who properly demand appraisal of their shares of inContact’s common stock will be entitled to appraisal rights in connection with the merger under Section 262 of the DGCL (“ Section 262 ”).

The following discussion is not a complete statement of the law pertaining to appraisal rights under the DGCL and is qualified in its entirety by the full text of Section 262, which is attached to this proxy statement as Appendix C. The following summary does not constitute any legal or other advice and does not constitute a recommendation that inContact stockholders exercise their appraisal rights under Section 262. Only a holder of record of shares of common stock is entitled to demand appraisal rights for the shares registered in that holder’s name. A person having a beneficial interest in shares of common stock held of record in the name of another person, such as a bank, broker or other nominee, must act promptly to cause the record holder to follow the steps summarized below properly and in a timely manner to perfect appraisal rights. If you hold your shares of our common stock through a bank, broker or other nominee and you wish to exercise appraisal rights, you should consult with your bank, broker or the other nominee.

Under Section 262, holders of shares of common stock who (1) do not vote in favor of the adoption and approval of the merger agreement; (2) continuously are the record holders of such shares through the effective time; and (3) otherwise follow the procedures set forth in Section 262 will be entitled to have their shares appraised by the Delaware Court of Chancery and to receive payment in cash of the “fair value” of the shares of common stock, exclusive of any element of value arising from the accomplishment or expectation of the merger, together with interest to be paid on the amount determined to be fair value, if any, as determined by the Delaware Court of Chancery.

Under Section 262, where a merger agreement is to be submitted for adoption and approval at a meeting of stockholders, the corporation, not less than 20 days prior to the meeting, must notify each of its stockholders entitled to appraisal rights that appraisal rights are available and include in the notice a copy of Section 262. This proxy statement constitutes notice to inContact’s stockholders that appraisal rights are available in connection with the merger, and the full text of Section 262 is attached to this proxy statement as Appendix C. In connection with the merger, any holder of shares of common stock who wishes to exercise appraisal rights, or who wishes to preserve such holder’s right to do so, should review Appendix C carefully. Failure to strictly comply with the requirements of Section 262 in a timely and proper manner will result in the loss of appraisal rights under the DGCL. A stockholder who loses his, her or its appraisal rights will be entitled to receive the merger consideration described in the merger agreement. Moreover, because of the complexity of the procedures for exercising the right to seek appraisal of shares of common stock, inContact believes that if a stockholder considers exercising such rights, that stockholder should seek the advice of legal counsel.

Stockholders wishing to exercise the right to seek an appraisal of their shares of common stock must do ALL of the following:

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Because a proxy that does not contain voting instructions will, unless revoked, be voted in favor of the merger agreement, a stockholder who votes by proxy and who wishes to exercise appraisal rights must vote against the adoption and approval of the merger agreement, abstain or not vote its shares.

Filing Written Demand

Any holder of shares of common stock wishing to exercise appraisal rights must deliver to inContact, before the vote on the adoption and approval of the merger agreement at the special meeting at which the merger agreement proposal will be submitted to the stockholders, a written demand for the appraisal of the stockholder’s shares, and that stockholder must not vote or submit a proxy in favor of the adoption and approval of the merger agreement. A holder of shares of common stock exercising appraisal rights must hold of record the shares on the date the written demand for appraisal is made and must continue to hold the shares of record through the effective time. A proxy that is submitted and does not contain voting instructions will, unless revoked, be voted in favor of the adoption and approval of the merger agreement, and it will constitute a waiver of the stockholder’s right of appraisal and will nullify any previously delivered written demand for appraisal. Therefore, a stockholder who submits a proxy and who wishes to exercise appraisal rights must submit a proxy containing instructions to vote against the adoption and approval of the merger agreement or abstain from voting on the adoption and approval of the merger agreement. Neither voting against the adoption and approval of the merger agreement nor abstaining from voting or failing to vote on the merger agreement proposal will, in and of itself, constitute a written demand for appraisal satisfying the requirements of Section 262. The written demand for appraisal must be in addition to and separate from any proxy or vote on the adoption and approval of the merger agreement. A proxy or vote against the adoption and approval of the merger agreement will not constitute a demand. A stockholder’s failure to make the written demand prior to the taking of the vote on the adoption and approval of the merger agreement at the special meeting will constitute a waiver of appraisal rights.

Only a holder of record of shares of common stock is entitled to demand appraisal rights for the shares registered in that holder’s name. A demand for appraisal in respect of shares of common stock should be executed by or on behalf of the holder of record, and must reasonably inform inContact of the identity of the holder and state that the person intends thereby to demand appraisal of the holder’s shares in connection with the merger. If the shares are owned of record in a fiduciary capacity, such as by a trustee, guardian or custodian, such demand must be executed by or on behalf of the record owner, and if the shares are owned of record by more than one person, as in a joint tenancy or tenancy in common, the demand should be executed by or on behalf of all joint owners. An authorized agent, including an authorized agent for two or more joint owners, may execute a demand for appraisal on behalf of a holder of record; however, the agent must identify the record owner or owners and expressly disclose that, in executing the demand, the agent is acting as agent for the record owner or owners.

STOCKHOLDERS WHO HOLD THEIR SHARES IN BROKERAGE OR BANK ACCOUNTS OR OTHER NOMINEE FORMS AND WHO WISH TO EXERCISE APPRAISAL RIGHTS SHOULD CONSULT WITH THEIR BANK, BROKER OR OTHER NOMINEES, AS APPLICABLE, TO DETERMINE THE APPROPRIATE PROCEDURES FOR THE BANK, BROKER OR OTHER NOMINEE TO MAKE A DEMAND FOR APPRAISAL OF THOSE SHARES. A PERSON HAVING A BENEFICIAL INTEREST IN SHARES HELD OF RECORD IN THE NAME OF ANOTHER PERSON, SUCH AS A BANK, BROKER OR OTHER NOMINEE, MUST ACT PROMPTLY TO CAUSE THE RECORD HOLDER TO FOLLOW PROPERLY AND IN A TIMELY MANNER THE STEPS NECESSARY TO PERFECT APPRAISAL RIGHTS.

All written demands for appraisal pursuant to Section 262 should be mailed or delivered to:

inContact, Inc.

75 West Towne Ridge Parkway, Tower 1

Salt Lake City, UT 84070.

Attention: Daniel Lloyd, General Counsel

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Any holder of shares of common stock may withdraw his, her or its demand for appraisal and accept the consideration offered pursuant to the merger agreement by delivering to inContact a written withdrawal of the demand for appraisal. However, any such attempt to withdraw the demand made more than 60 days after the effective time will require written approval of the surviving corporation. No appraisal proceeding in the Delaware Court of Chancery will be dismissed without the approval of the Delaware Court of Chancery, and such approval may be conditioned upon such terms as the Delaware Court of Chancery deems just.

Notice by the Surviving Corporation

If the merger is completed, within ten days after the effective time, the surviving corporation will notify each holder of shares of common stock who has made a written demand for appraisal pursuant to Section 262, and who has not voted in favor of the adoption and approval of the merger agreement, that the merger has become effective and the effective date thereof.

Filing a Petition for Appraisal

Within 120 days after the effective time, but not thereafter, the surviving corporation or any holder of shares of common stock who has complied with Section 262 and is entitled to appraisal rights under Section 262 may commence an appraisal proceeding by filing a petition in the Delaware Court of Chancery, with a copy served on the surviving corporation in the case of a petition filed by a stockholder, demanding a determination of the fair value of the shares held by all stockholders entitled to appraisal. The surviving corporation is under no obligation, and has no present intention, to file a petition, and holders should not assume that the surviving corporation will file a petition or initiate any negotiations with respect to the fair value of the shares of common stock. Accordingly, any holders of shares of common stock who desire to have their shares appraised should initiate all necessary action to perfect their appraisal rights in respect of their shares of common stock within the time and in the manner prescribed in Section 262. The failure of a holder of common stock to file such a petition within the period specified in Section 262 could nullify the stockholder’s previous written demand for appraisal.

Within 120 days after the effective time, any holder of shares of common stock who has complied with the requirements for exercise of appraisal rights will be entitled, upon written request, to receive from the surviving corporation a statement setting forth the aggregate number of shares not voted in favor of the adoption and approval of the merger agreement and with respect to which inContact has received demands for appraisal, and the aggregate number of holders of such shares. The surviving corporation must mail this statement to the requesting stockholder within ten days after receipt of the written request for such a statement or within ten days after the expiration of the period for delivery of demands for appraisal, whichever is later. A beneficial owner of shares held either in a voting trust or by a nominee on behalf of such person may, in such person’s own name, file a petition seeking appraisal or request from the surviving corporation the foregoing statements. As noted above, however, the demand for appraisal can only be made by a stockholder of record.

If a petition for an appraisal is duly filed by a holder of shares of common stock and a copy thereof is served upon the surviving corporation, the surviving corporation will then be obligated within 20 days after such service to file with the Delaware Register in Chancery a duly verified list containing the names and addresses of all stockholders who have demanded payment for their shares and with whom agreements as to the value of their shares have not been reached. After notice to the stockholders as required by the court, the Delaware Court of Chancery is empowered to conduct a hearing on the petition to determine those stockholders who have complied with Section 262 and who have become entitled to appraisal rights thereunder. The Delaware Court of Chancery may require the stockholders who demanded payment for their shares to submit their stock certificates to the Register in Chancery for notation thereon of the pendency of the appraisal proceedings, and if any stockholder fails to comply with the direction, the Delaware Court of Chancery may dismiss that stockholder from the proceedings.

After determining the holders of common stock entitled to appraisal, the Delaware Court of Chancery will appraise the “fair value” of the shares of common stock, exclusive of any element of value arising from the

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accomplishment or expectation of the merger, together with interest, if any, to be paid upon the amount determined to be the fair value. In determining fair value, the Delaware Court of Chancery will take into account all relevant factors. Unless the court in its discretion determines otherwise for good cause shown, interest from the effective date of the merger through the date of payment of the judgment will be compounded quarterly and will accrue at 5% over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the effective date of the merger and the date of payment of the judgment. In Weinberger v. UOP, Inc. , the Supreme Court of Delaware discussed the factors that could be considered in determining fair value in an appraisal proceeding, stating that “proof of value by any techniques or methods which are generally considered acceptable in the financial community and otherwise admissible in court” should be considered, and that “[f]air price obviously requires consideration of all relevant factors involving the value of a company.” The Delaware Supreme Court stated that, in making this determination of fair value, the court must consider market value, asset value, dividends, earnings prospects, the nature of the enterprise and any other facts that could be ascertained as of the date of the merger that throw any light on future prospects of the merged corporation. Section 262 provides that fair value is to be “exclusive of any element of value arising from the accomplishment or expectation of the merger.” In Cede & Co. v. Technicolor, Inc. , the Delaware Supreme Court stated that such exclusion is a “narrow exclusion [that] does not encompass known elements of value,” but which rather applies only to the speculative elements of value arising from such accomplishment or expectation. In Weinberger , the Supreme Court of Delaware also stated that “elements of future value, including the nature of the enterprise, which are known or susceptible of proof as of the date of the merger and not the product of speculation, may be considered.”

Stockholders considering seeking appraisal should be aware that the fair value of their shares as so determined by the Delaware Court of Chancery could be more than, the same as or less than the consideration they would receive pursuant to the merger if they did not seek appraisal of their shares and that an opinion of an investment banking firm as to the fairness from a financial point of view of the consideration payable in a merger is not an opinion as to, and does not in any manner address, fair value under Section 262 of the DGCL. Although inContact believes that the per share merger consideration is fair, no representation is made as to the outcome of the appraisal of fair value as determined by the Delaware Court of Chancery, and stockholders should recognize that such an appraisal could result in a determination of a value higher or lower than, or the same as, the per share merger consideration . Neither inContact nor Parent anticipates offering more than the per share merger consideration to any stockholder exercising appraisal rights, and each of inContact and [Parent] reserves the right to assert, in any appraisal proceeding, that for purposes of Section 262, the “fair value” of a share of common stock is less than the per share merger consideration. If a petition for appraisal is not timely filed, then the right to an appraisal will cease. The costs of the appraisal proceedings (which do not include attorneys’ fees or the fees and expenses of experts) may be determined by the Delaware Court of Chancery and taxed upon the parties as the Delaware Court of Chancery deems equitable under the circumstances. Upon application of a stockholder, the Delaware Court of Chancery may also order that all or a portion of the expenses incurred by a stockholder in connection with an appraisal, including, without limitation, reasonable attorneys’ fees and the fees and expenses of experts, be charged pro rata against the value of all the shares entitled to be appraised.

If any stockholder who demands appraisal of his, her or its shares of common stock under Section 262 fails to perfect, or loses or successfully withdraws, such holder’s right to appraisal, the stockholder’s shares of common stock will be deemed to have been converted at the effective time into the right to receive the per share merger consideration. A stockholder will fail to perfect, or effectively lose or withdraw, the holder’s right to appraisal if, among other things, no petition for appraisal is filed within 120 days after the effective time or if the stockholder delivers to the surviving corporation a written withdrawal of the holder’s demand for appraisal and an acceptance of the per share merger consideration in accordance with Section 262.

From and after the effective time, no stockholder who has demanded appraisal rights will be entitled to vote such shares of common stock for any purpose or to receive payment of dividends or other distributions on the stock, except dividends or other distributions on the holder’s shares of common stock, if any, payable to

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stockholders as of a time prior to the effective time. If no petition for an appraisal is filed, or if the stockholder delivers to the surviving corporation a written withdrawal of the demand for an appraisal and an acceptance of the merger, either within 60 days after the effective time or thereafter with the written approval of the surviving corporation, then the right of such stockholder to an appraisal will cease. Once a petition for appraisal is filed with the Delaware Court of Chancery, however, the appraisal proceeding may not be dismissed as to any stockholder who commenced the proceeding or joined that proceeding as a named party without the approval of the court.

Failure to comply strictly with all of the procedures set forth in Section 262 may result in the loss of a stockholder’s statutory appraisal rights. Consequently, any stockholder wishing to exercise appraisal rights is encouraged to consult legal counsel before attempting to exercise those rights.

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Under our current dividend policy, we have never declared or paid any cash dividends on our capital stock and have retained any future earnings to support operations and to finance the growth and development of our business. Under the terms of the merger agreement, from the date of the merger agreement until the earlier of the effective time of the merger or the termination of the merger agreement, we may not declare or pay quarterly cash dividends to our common stockholders without Parent’s written consent.

On May 17, 2016, which was the last trading day before the day we announced the execution of the merger agreement, inContact common stock closed at $9.01 per share. On [●], 2016, which was the last trading day before the latest practicable trading day before this proxy statement was printed, inContact common stock closed at $[●] per share. Stockholders are encouraged to obtain current market quotations for our common stock and to carefully review the other information contained in this proxy statement in considering whether to approve the merger agreement. As of [●], 2016, there were [●] shares of inContact common stock outstanding held by approximately [●] holders of record.

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