Xactly : Announces Closing of Initial Public Offering and Full Exercise of the Underwriters’ Option to Purchase Additional Shares

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San Jose, CA -July 1, 2015-Xactly (NYSE: XTLY) announced today the closing of its initial public offering of 8,093,125 shares of its common stock at a price to the public of $8.00 per share. Xactly sold 7,909,125 shares of common stock, inclusive of the full exercise by the underwriters of their option to purchase 1,055,625 shares of common stock to cover over-allotments, and certain selling stockholders sold 184,000 shares of common stock. The shares are listed for trading on the New York Stock Exchange under the symbol "XTLY."

J.P. Morgan Securities LLC and Deutsche Bank Securities Inc. acted as joint lead book-running managers for the offering with UBS Securities LLC also acted as a book-running manager. Needham & Company, LLC and Oppenheimer & Co. Inc. acted as co-managers for the offering.

A registration statement relating to these securities has been filed with, and declared effective by, the Securities and Exchange Commission ("SEC"). Copies of the registration statement can be accessed through the SEC's website at www.sec.gov. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the shares of Xactly's common stock in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

The offering was made only by means of a prospectus. Copies of the final prospectus related to the offering may be obtained from: J.P. Morgan Securities LLC, Attention: Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or by telephone at [phone]; or Deutsche Bank Securities Inc., Attention: Prospectus Group, 60 Wall Street, New York, NY 10005, or by calling 1-800-503-4611 or by email at [e-mail].

©2015 Xactly Corporation. All rights reserved. Xactly, the Xactly logo, and "Inspire Performance" are registered trademarks or trademarks of Xactly Corporation in the United States and/or other countries. All other trademarks are the property of their respective owners.

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Xactly Corporation

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The Blueshirt Group

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