EFTA01427949.pdf

Subject: RE: *** NEW JOINT BOOKRUN IPO *** XACTLY CORP (NYSE: XTLY) *** APPROVED FOR EXTERNAL DISTRIBUTION *** [C] From: Vahe Stepanian Date: Wed, 24 Jun 2015 11:14:50 -0400 To: Richard Kahn Cc: Darren Indyke Daniel Sabba Ariane Dwyer Paul Morris < Stewart Oldfield Classification: Confidential Thanks Rich. I just spoke to Darren and verbally confirmed both indications. From: Richard Kahn [mailto: Sent: Wednesday, June 24, 2015 10:53 AM To: Vahe Stepanian Cc: Darren Indyke Subject: Re: *** NEW JOINT BOOKRUN IPO *** XACTLY CORP (NYSE: XTLY) *** APPROVED FOR EXTERNAL DISTRIBUTION *** Please put in for 25,000 shares. Thank you. Sent from my iPhone On Jun 23, 2015, at 3:17 PM, Vahe Stepanian cz > wrote: Jeffrey — FYI on the below. Thank you, Vahe EFTA01427949 *** APPROVED FOR EXTERNAL DISTRIBUTION *** Issuer: Xactly Corp. Symbol: XTLY Deal size: 7,037,500 shares (97% primary / 3% secondary) plus 15% greenshoe (100% primary / % secondary) Offer range: $10.00 — 12.00 Exchange: NYSE Anticipated pricing: Thursday, June 25th Roadshow: 6/15: New York 6/16: New York 6/17: New York 6/18: Boston 6/19: Mid-Atlantic 6/22: San Francisco EFTA01427950 6/23: Denver/LA 6/24: Chicago / Minneapolis 6/25: KC / Houston /Pricing Lunch details: Group Lunch — New York TBD Group Lunch — Boston 6/18/15 - 12:30pm Boston Harbor Hotel — North Atlantic Room Bookrunners: JPMorgan Deutsche Bank UBS EFTA01427951 Co-managers: Needham Oppenheimer The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site, at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by mail from Deutsche Bank Securities Inc., 60 Wall Street, New York, New York 10016, or by email at [email protected] This communication may contain confidential and/or privileged information. If you are not the intended recipient (or have received this communication in error) please notify the sender immediately and destroy this communication. Any unauthorized copying, disclosure or distribution of the material in this communication is strictly forbidden. Deutsche Bank does not render legal or tax advice, and the information contained in this communication should not be regarded as such. This communication may contain confidential and/or privileged information. If you are not the intended recipient (or have received this communication EFTA01427952 in error) please notify the sender immediately and destroy this communication. Any unauthorized copying, disclosure or distribution of the material in this communication is strictly forbidden. Deutsche Bank does not render legal or tax advice, and the information contained in this communication should not be regarded as such. EFTA01427953