UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No.    )*

inContact, Inc.

(Name of Issuer)

Common Stock, par value of US$0.0001 per share

(Title of Class of Securities)

45336E109

(CUSIP Number)

Stephen Juge

Enterprise Networks Holdings, Inc.

50 Minuteman Road

Andover, MA 01810

Telephone: (978) 684-1054

With a copy to:

Martin Korman

Wilson Sonsini Goodrich & Rosati

Professional Corporation

650 Page Mill Road

Palo Alto, California 94304

Telephone: (650) 493-9300

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

June 14, 2011

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).

CUSIP No. 45336E109

CUSIP No. 45336E109

Item 1. Security and Issuer

This statement on Schedule 13D (this “Statement”) relates to the common stock, par value $0.0001 per share (the “Common Stock”), of inContact, Inc., a Delaware corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 7730 S. Union Park Avenue, Suite 500, Salt Lake City, Utah 84047.

Item 2. Identity and Background

Each of the foregoing is referred to as a “Reporting Person” and together as the “Reporting Persons.” Each of the Reporting Persons is party to that certain Joint Filing Agreement, as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.

Information concerning each executive officer and director of ENHUS and each director of ENHBV, is detailed in Schedule A attached hereto.

Item 3. Source and Amount of Funds or Other Consideration

The total amount of funds required by ENHUS for the purchase of the 7,188,442 shares of Common Stock was $23,865,627.44 and was obtained from the working capital of ENHUS.

Item 4. Purpose of Transaction

ENHBV, which does business as Siemens Enterprise Communications, has made an investment in the Issuer through its subsidiary, ENHUS, to facilitate strategic and commercial cooperation between the two companies. The investment was made in connection with a distribution partnership with the Issuer pursuant to which ENHBV’s subsidiary, Siemens Enterprise Communications, Inc. (“SEN US”) will deliver a cloud unified communications solution including voice, mobility, messaging, presence, conferencing, collaboration, video and contact center, including in certain cases the Issuer’s contact center products and services. The investment was

made pursuant to a Common Stock Purchase Agreement (the “Purchase Agreement”) pursuant to which ENHUS acquired 7,188,442 shares of Common Stock (the “Shares”) at a price of $3.32 per share for a total purchase price of $23,865,627.44.

Concurrently with the execution of the Purchase Agreement, the Issuer and ENHUS entered into an Investor Rights Agreement (the “IRA”) governing certain rights and limitations with respect to the Shares and certain governance provisions, and Issuer and SEN US entered into a master reseller agreement (the “MRA”) under which SEN US and its affiliates have agreed to distribute certain of the Issuer’s products and services under specified brands of Siemens Enterprise Communications.

Pursuant to the IRA, Hamid Akhavan, ENHBV’s Chief Executive Officer, and another individual to be designated by ENHUS, will be appointed to the Issuer’s Board of Directors. ENHUS’s rights to appoint directors of the Issuer will be reduced as its ownership interest in the Issuer declines below certain specified thresholds. The IRA further sets forth that, until the earlier of termination of the MRA under certain conditions and December 31, 2013 (which date shall be extended to the extent that the term of the MRA is so extended), the Issuer will be subject to certain obligations in connection with any inquiry or proposal made by a third party relating to a potential acquisition of the Issuer, including providing ENHUS with prompt notice and certain rights of first refusal with respect to such third party proposal. Additionally, as set forth in the IRA, until June 14, 2012, the Reporting Persons and certain of their affiliates will be restricted, subject to certain exceptions, from acquiring greater than 19.99% of the Issuer’s voting securities, from making solicitations regarding the voting of shares of the Issuer or from making any public offer to purchase securities of the Issuer. Further, under the terms of the IRA, ENHUS is restricted from transferring the Shares at any time prior to December 11, 2011. Thereafter and until ENHUS owns less than 5% of the outstanding shares of capital stock of the Issuer, transfers of the Shares will be subject to certain limitations as set forth in the IRA. The IRA further provides ENHUS with a right to purchase a pro rata portion of certain future issuances by Issuer.

The Reporting Persons intend, at any time or from time to time, to monitor and assess their investment in Issuer including assessing (i) relevant business developments, competitive and strategic matters and prevailing industry and market conditions, (ii) the value and price of the Common Stock, (iii) the financial condition, operations, prospects, capital structure and management of Issuer, (iv) the status of its commercial relationship with the Issuer and (v) other factors which each Reporting Person, in its sole determination, believes may create the opportunity and/or desirability to alter the relationship between itself and Issuer. On the basis of such assessments (or such other factors as each Reporting Person, in its sole discretion, deems appropriate), and subject to its respective obligations under the IRA, each Reporting Person may at any time and from time to time take such actions with respect to its investment in Issuer as it deems appropriate, including, without limitation, (i) purchasing additional shares of Common Stock or other securities of Issuer, (ii) proposing or engaging in an extraordinary corporate transaction, including a merger, reorganization or liquidation, or change of control involving the Issuer or any of its subsidiaries or a sale or transfer of assets of Issuer or otherwise (including, in connection therewith, causing the securities of Issuer to be delisted or ceased to be authorized to be quoted on applicable securities exchanges or inter-dealer quotation systems and/or becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act), (iii) selling some or all of any securities of Issuer held by it, (iv) proposing changes to the Board of Directors or management of Issuer, (v) proposing changes to the Issuer’s charter, bylaws or instruments corresponding thereto or take other actions that may impede the acquisition of control of the Issuer by another person or (vi) otherwise changing its intention with respect to any of the matters referenced in this Item 4.

Item 5. Interest in Securities of the Issuer

As the sole shareholder of ENHUS, ENHBV can direct the vote or direct the disposition by ENHUS of the Common Stock owned by ENHUS.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities

The information disclosed in Item 4 above is incorporated herein by reference.

The description of each of the SPA and the IRA is a summary and is qualified in its entirety by the terms of such agreements, copies of which are filed herewith as Exhibits 2 and 3, respectively, to this statement, and each of which is incorporated herein by reference.

On June 24, 2011, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to securities of the Issuer, to the extent required by applicable law. A copy of this Joint Filing Agreement is attached hereto as Exhibit 1 and is incorporated herein by reference.

In addition, concurrently with the execution of the Purchase Agreement, the Issuer and ENHUS entered into a Registration Rights Agreement which provides ENHUS with certain customary registration right with respect to the Common Stock.

Other than as described herein, the Reporting Persons filing this Statement are not parties to any contract, arrangement, understanding or relationships with any other person with respect to securities of the Issuer, including but not limited to transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

Item 7. Material to be Filed as Exhibits

Exhibit 1: Joint Filing Agreement dated as of June 24, 2011 by and between Enterprise Networks Holdings, Inc. and Enterprise Networks Holdings B.V.

Exhibit 2: Share Purchase Agreement dated as of June 14, 2011 by and between inContact, Inc. and Enterprise Networks Holdings, Inc.

Exhibit 3: Investor Rights Agreement dated as of June 14, 2011 by and between inContact, Inc. and Enterprise Networks Holdings, Inc.

SIGNATURES

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

Date: June 24, 2011

SCHEDULE A

EXECUTIVE OFFICERS AND DIRECTORS – ENHUS

The name, business address, title, present principal occupation or employment of each of the directors and executive officers of ENHUS, are set forth below. If no business address is given, the director’s or executive officer’s business address is 50 Minuteman Road, Andover, Massachusetts 01810-1008. Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to ENHUS. Unless otherwise indicated below, all of the persons listed below are citizens of the United States of America.

Directors:

Executive Officers*:

DIRECTORS – ENHBV

The board of directors of ENHBV is responsible for the supervision and management of ENBHV and its subsidiaries, and thus does not have any executive officers. The name, business address, title, present principal occupation or employment of each of the directors of ENHBV are set forth below. Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to ENHBV. Unless otherwise indicated below, all of the persons listed below are citizens of the United States of America.

Directors:

Exhibit 1

JOINT FILING AGREEMENT

This Joint Filing Agreement (the “Agreement”) is dated as of June 24, 2011, and is made and entered into by and between Enterprise Networks Holdings, Inc., a Delaware corporation, and Enterprise Networks Holdings B.V., a private company with limited liability organized under the laws of The Netherlands. In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the parties hereto hereby agree to a joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock, par value $0.0001 per share, of inContact, Inc., a Delaware corporation, and that this Agreement may be included as an exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

[Remainder of this page has been left intentionally blank.]

Signature Page

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of June 24, 2011.

Exhibit 2

COMMON STOCK PURCHASE AGREEMENT

between

INCONTACT, INC.

and

ENTERPRISE NETWORKS HOLDINGS, INC.

dated as of

JUNE 14, 2011

TABLE OF CONTENTS

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TABLE OF CONTENTS

(continued)

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EXHIBITS

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INCONTACT, INC.

COMMON STOCK PURCHASE AGREEMENT

This Common Stock Purchase Agreement (this “Agreement”) is dated as of June 14, 2011, and is between inContact, Inc., a Delaware corporation (the “Company”), and Enterprise Networks Holdings, Inc., a Delaware corporation (“Investor”).

SECTION 1

SALE AND ISSUANCE

1.1 Sale and Issuance of Shares. Subject to the terms and conditions of this Agreement, Investor agrees to purchase, and the Company agrees to sell and issue to Investor, 7,188,442 shares of the Company’s Common Stock, par value $0.0001 per share (the “Shares”), at a cash purchase price of $3.32 per share (the “Purchase Price”) and an aggregate purchase price of $23,865,627.44.

SECTION 2

CLOSING DATES AND DELIVERY

2.1 Closing. The purchase, sale and issuance of the Shares (the “Closing”) shall take place at the offices of Wilson Sonsini Goodrich & Rosati, Professional Corporation 650 Page Mill Road, Palo Alto, California 94304, as soon as reasonably practicable, and no later than 5:00 p.m., Salt Lake City, Utah time, on the date hereof provided that all the conditions to the Closing set forth in Section 6 are satisfied or, if not, on the second business day after the satisfaction or waiver of all the conditions to the Closing set forth in Section 6, or such later date as the Company and Investor shall mutually agree (the “Closing Date”).

2.2 Delivery. On the Closing Date, the Company shall deliver the certificates representing the Shares to Investor, which shall be registered in the name or names and shall be in such denominations as Investor may request at least one (1) business day prior to the Closing Date, which delivery shall be made against payment of the purchase price for the Shares, by check payable to the Company or wire transfer in accordance with the Company’s written instructions delivered to Investor at least one (1) business day prior to the Closing Date.

SECTION 3

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company hereby represents and warrants to Investor as follows:

3.1 Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The

Company has the requisite corporate power and authority to own and operate its properties and assets, to carry on its business as presently conducted or proposed to be conducted, to execute and deliver each of this Agreement, the Investor Rights Agreement dated as of the date hereof between the Company and Investor (the “Rights Agreement”) and the Registration Rights Agreement dated as of the date hereof between the Company and Investor (the “Registration Agreement” and, together with the Rights Agreement and this Agreement, collectively, the “Transaction Documents”), to issue and sell the Shares and to perform its obligations under the Transaction Documents. The Company is presently qualified to do business as a foreign corporation in each jurisdiction where the failure to be so qualified could reasonably be expected to be material.

3.2 Subsidiaries. Each of the Company’s subsidiaries is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and is in good standing under such laws. None of the Company’s subsidiaries owns or leases property or engages in any activity in any jurisdiction that might require its qualification to do business as a foreign corporation in such jurisdiction and in which the failure to qualify as such would be material.

3.3 Capitalization.

(a) As of the date hereof, the authorized capital stock of the Company consists of 100,000,000 shares of Common Stock, par value $0.0001 per share, of which 35,960,195 shares are issued and outstanding, and 15,000,000 shares of Preferred Stock, par value $0.0001 per share, none of which are issued and outstanding. The Shares shall have the rights, preferences, privileges and restrictions set forth in the Company’s Certificate of Incorporation as currently in effect (the “Charter”). The Company has made available to Investor the Charter, and no steps have been taken by the board of directors or any stockholder of the Company to authorize or effect any amendment or other modification to the Charter.

(b) As of the date hereof, there are no options, warrants, convertible securities or other rights, agreements or arrangements to purchase any of the Company’s authorized and unissued capital stock and no shares of capital stock of the Company were reserved for issuance, except for (i) an aggregate of 793,657 shares of Common Stock of the Company reserved for issuance pursuant to the Company’s 1999 Long Term Incentive Plan and the Company’s 2008 Equity Incentive Plan, (ii) 3,135,923 shares subject to non-qualified stock options, (iii) 442,917 shares of restricted stock, (iv) 2,018,063 shares subject to incentive stock options and (v) 70,000 shares subject to warrants. Assuming continuing compliance by the Company with its obligations under the Registration Rights Agreement between the Company and Kinderhook Partners, L.P. to keep the related registration statement on Form S-3 (SEC File No. 333-166353) effective under the Securities Act, the Company is not subject to any agreement, arrangement or other obligation with respect to the registration of any securities of the Company that provides any third party any registration rights the terms of which are pari passu with or senior to the registration rights granted to Investor under the Registration Agreement.

(c) All issued and outstanding shares of the Company’s capital stock (i) have been duly authorized and validly issued and are fully paid and nonassessable, and (ii) were issued in compliance with all applicable state and federal laws concerning the issuance of securities.

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(d) The Company has reserved the Shares for issuance pursuant to this Agreement. The Shares, when issued and delivered and paid for in compliance with the provisions of this Agreement, will be validly issued, fully paid and nonassessable. The Shares will be free of any preemptive or similar rights, taxes, charges, liens or encumbrances; provided that the Shares will be subject to restrictions on transfer under U.S. state and/or federal securities laws and as set forth herein and in the Rights Agreement. In no event will the Shares represent greater than 19.99% of the Company’s voting power, or the Company’s shares of capital stock issued and outstanding, in each case, as of immediately prior to the Closing.

3.4 Authorization.

(a) All corporate action on the part of the Company and its directors, officers and stockholders necessary for the authorization, execution and delivery of each of the Transaction Documents by the Company, the authorization, sale, issuance and delivery of the Shares and the performance of all of the Company’s obligations under each of the Transaction Documents has been taken or will be taken prior to the Closing. Each of the Transaction Documents constitutes valid and binding obligations of the Company, enforceable in accordance with their terms.

(b) The Company has taken all necessary corporate action so that the restrictions on “business combinations” contained in Section 203 of the General Corporation Law of the State of Delaware (the “DGCL”) do not and will not apply to the execution, delivery and performance of this Agreement or any of the Transaction Documents, or the consummation of the purchase of the Shares or any of the other transactions contemplated hereby and thereby. Without limiting the foregoing, the actions by the Board of Directors of the Company referred to in Section 3.4(a) above constitute approval, for purposes of Section 203(a)(1) of the DGCL, of (i) this Agreement and the other Transaction Documents and (ii) the purchase of the Shares and the other transactions contemplated by this Agreement and the other Transaction Documents.

3.5 No Conflict.

(a) The execution and delivery by the Company of this Agreement, the execution and delivery by the Company of each of the other Transaction Documents to which it is or will be a party do not, and the consummation by the Company of the transactions contemplated hereby and thereby will not, conflict with, or result in any violation of, or constitute a default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or the loss of a material benefit under, or the creation of any lien or encumbrance pursuant to (i) any provision of the certificate of incorporation or bylaws or comparable organizational documents of the Company or any of its subsidiaries, or (ii) any loan or credit agreement, note, mortgage, indenture, lease or other agreement, obligation or instrument to which the Company or any of its subsidiaries is a party or by which any of their respective properties or assets may be bound, or (iii) any law, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any of its subsidiaries or their respective properties or assets, except in the case of clause (ii), which would not materially impair the Company’s ability to fulfill its obligations under the Transaction Documents or have a material effect on the business or operations of the Company and its subsidiaries, taken as a whole.

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(b) No consent, approval, order or authorization of, notice to, or registration, declaration or filing with any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, including any industry self-regulatory organization (a “governmental authority”) is required by or with respect to the Company or any of its subsidiaries in connection with the execution and delivery by the Company of this Agreement or any of the Transaction Documents or the consummation by the Company of the transactions contemplated hereby and thereby, except for notice of listing of the Shares on the Nasdaq Capital Market (“Nasdaq”) and any required notices of sale of securities filed with applicable Federal and state securities agencies.

3.6 SEC Filings.

(a) The Company has made available to Investor through the EDGAR system (i) the Company’s annual reports on Form 10-K for its fiscal years ended December 31, 2008, 2009 and 2010, (ii) its quarterly reports on Form 10-Q for its fiscal quarter ended March 31, 2011, (iii) its proxy or information statements relating to meetings of the stockholders of the Company held or to be held (or actions taken without a meeting by such stockholders) since March 29, 2009 and (iv) all of its other reports, statements, schedules and registration statements filed with the Securities Exchange Commission (the “SEC”) since January 1, 2009 (the documents referred to in this Section 3.6, collectively, the “SEC Filings”).

(b) Since January 1, 2008, the Company has filed with or furnished to the SEC each report, statement, schedule, form or other document or filing required by applicable law to be filed or furnished at or prior to the time so required. As of its filing date, each SEC Filing complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”) and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be and the SEC Filings do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading.

3.7 Financial Statements. The audited consolidated financial statements and unaudited condensed consolidated financial statements of the Company included in the SEC Filings (i) comply as to form, as of their respective filing dates with the SEC, in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (ii) have been prepared in accordance with U.S. generally accepted accounting principles applied on a consistent basis during the periods involved (except, in the case of unaudited statements, for the absence of footnotes), and (iii) fairly present the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and their consolidated results of operations and cash flows for the periods then ended (subject to normal year-end adjustments in the case of any unaudited interim financial statements).

3.8 No Material Undisclosed Liabilities. There are no material liabilities or obligations of the Company or any of its subsidiaries of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, other than:

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(a) liabilities or obligations disclosed and provided for in the SEC Filings or in the notes thereto;

(b) liabilities or obligations incurred under the Transaction Documents or in connection with the transactions contemplated hereby and thereby; and

(c) liabilities or obligations incurred in the ordinary course of business consistent with past practice since December 31, 2010 that are not material to the business or operations of the Company and its subsidiaries, taken together as a whole.

3.9 Changes. Except as described in the SEC Filings, since March 31, 2011, there has not been any event or condition of any type that has had or would reasonably be likely to have a material adverse effect on the business, financial condition or results of operations of the Company and its subsidiaries, taken together as a whole. Except as described in the SEC Filings, since March 31, 2011, the respective businesses of the Company and each of its subsidiaries has been operated in the ordinary course consistent with past practices, and there has not been:

(a) any amendment or change to the Company’s certificate of incorporation or bylaws;

(b) any material change in the assets, liabilities, financial condition or operating results of the Company or any of its subsidiaries from that reflected in the SEC Filings, except for changes in the ordinary course of business consistent with past practices;

(c) any declaration or payment of any dividend, or any authorization or payment of any distribution, on any of the capital stock of the Company or any of its subsidiaries (other than dividends by any wholly-owned subsidiary of the Company to the Company or to another wholly-owned subsidiary of the Company), or any redemption or repurchase of any securities of the Company (other than in connection with the exercise of compensatory stock options);

(d) any material damage, destruction or loss, whether or not covered by insurance, to any material assets or properties of the Company or any of its subsidiaries;

(e) any waiver by the Company or any of its subsidiaries of a valuable right or of a material debt owed to it;

(f) any sale, assignment, exclusive license or transfer by the Company or any of its subsidiaries of any material assets including any material patents, trademarks, copyrights, trade secrets or other intangible assets;

(g) any imposition of any material lien, claim, or encumbrance on any of the assets of the Company or any of its subsidiaries;

(h) any receipt of notice that there has been a loss of, or material order cancellation by, any major customer of the Company or any of its subsidiaries; or

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(i) any agreement or commitment by the Company to do any of the things described in this Section 3.9.

3.10 Material Contracts. All of the contracts, agreements and instruments to which the Company or any of its subsidiaries is a party or to which their respective properties or assets are bound and that are material to the Company and its subsidiaries, taken together as a whole (each, a “Material Contract”), are valid, binding and in full force and effect in all material respects, subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief or other equitable remedies and to general principles of equity. None of the Company, any of its subsidiaries or, to the Company’s knowledge, any other party to any Material Contract is, in material default under any of such Material Contracts. The Company does not have a “poison pill” or similar shareholder rights plan in effect.

3.11 Intellectual Property. The Company owns or possesses or can obtain on commercially reasonable terms sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses (software or otherwise), information, processes and similar proprietary rights (“Intellectual Property”) necessary to the business of the Company and its subsidiaries as currently conducted and as currently contemplated to be conducted, without any conflict with or infringement of the rights of others. Except for a proposal received from a third party dated February 23, 2011 to negotiate a patent license, a copy of which has been delivered to Investor, the Company and its subsidiaries have not received any written communication alleging that the Company or any of its subsidiaries has violated any of the Intellectual Property of any other person or entity or demanding or requesting payment by the Company or any of its subsidiaries of a license fee or royalty in connection therewith, nor is the Company aware of any basis therefor. The Company and its subsidiaries have obtained and possess valid licenses to use all of the software programs present on the computers and other software-enabled electronic devices that they own or lease or that they have otherwise provided to their employees for their use in connection with the business of the Company and its subsidiaries. To the Company’s knowledge, it will not be necessary to use any inventions of any of its or its subsidiaries’ employees or consultants (or persons any of them currently intends to hire) made prior to their employment by the Company or its subsidiary. Each employee and consultant of the Company or any of its subsidiaries has assigned to the Company all intellectual property rights he or she owns that are related to the business of the Company and its subsidiaries as now conducted and as currently proposed to be conducted.

3.12 Compliance. None of the Company or any of its subsidiaries is in violation (i) of any term of its certificate of incorporation or bylaws, each as amended to date, or (ii) of any federal or state statutes, rules or regulations the violation of which would be material to the business or operations of the Company and its subsidiaries, taken together as a whole.

3.13 Litigation. Except as disclosed in the SEC Filings, there are no material actions, suits, proceedings or investigations pending against the Company or any of its subsidiaries or their respective properties (nor has the Company or any of its subsidiaries received written notice of any threat thereof) before any court or governmental agency. Except as disclosed in the SEC Filings, none of Company or any of its subsidiaries is a party or subject to the provisions of any material order, writ, injunction, judgment or decree of any court or government agency or instrumentality.

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3.14 Offering. Subject to the accuracy of Investor’s representations and warranties in Section 4, none of the Company, any of its affiliates, or any person or entity acting on its behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would require registration of the issuance of any of the Shares under the Securities Act, whether through integration with prior offerings or otherwise, or cause the offering of the Shares hereunder to require approval of the stockholders of the Company for purposes of any applicable stockholder approval provisions, including without limitation, under the rules and regulations of Nasdaq.

3.15 Registration and Voting Rights. Except as set forth in the Rights Agreement or as disclosed in the SEC Filings, the Company is presently not under any obligation and has not granted any rights to register under the Securities Act any of its presently outstanding securities or any of its securities that may hereafter be issued. To the Company’s knowledge, no stockholder of the Company has entered into any agreements with respect to the voting of capital stock of the Company.

3.16 Brokers or Finders. The Company has not incurred, and will not incur, directly or indirectly, as a result of any action taken by the Company, any liability for brokerage or finders’ fees or agents’ commissions or any similar charges in connection with any of the Transaction Documents or any of the transactions contemplated hereby and thereby.

3.17 Employees. To the Company’s knowledge, there are no strike, labor dispute or union organization activities pending or threatened between it and its employees. To the Company’s knowledge, none of its employees belongs to any union or collective bargaining unit. The Company has complied in all material respects with all applicable state and federal equal employment opportunity laws and with other laws related to employment. The Company is in material compliance with its “employee benefit plans” as defined in the Employee Retirement Income Security Act of 1974, as amended.

3.18 Representations Complete. None of the representations or warranties made by the Company in this Agreement contains any untrue statement of a material fact, or omits to state any material fact necessary in order to make the statements contained herein, in the light of the circumstances under which they were made, not misleading.

SECTION 4

REPRESENTATIONS AND WARRANTIES OF INVESTOR

Investor hereby represents and warrants to the Company as follows:

4.1 Organization, Good Standing and Qualification. Investor is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Investor has the requisite corporate power and authority to own and operate its properties and assets, to carry on its business as presently conducted or proposed to be conducted, to execute and deliver each of the Transaction Documents and to perform its obligations pursuant to the Transaction Documents.

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4.2 Authorization. All corporate action on the part of Investor and its directors, officers and stockholders necessary for the authorization, execution and delivery of each of the Transaction Documents by Investor and the performance of all of Investor’s obligations under each of the Transaction Documents has been taken or will be taken prior to the Closing. Each of the Transaction Documents constitutes valid and binding obligations of Investor, enforceable in accordance with their terms.

4.3 No Conflict.

(a) The execution and delivery by Investor of this Agreement, the execution and delivery by Investor of each of the other Transaction Documents to which it is or will be a party do not, and the consummation by Investor of the transactions contemplated hereby and thereby will not, conflict with, or result in any violation of, or constitute a default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or the loss of a material benefit under, or the creation of any lien or encumbrance pursuant to (i) any provision of the certificate of incorporation or bylaws or comparable organizational documents of Investor, or (ii) any loan or credit agreement, note, mortgage, indenture, lease or other agreement, obligation or instrument to which Investor or any of its subsidiaries is a party or by which their respective properties or assets may be bound, or (iii) any law, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Investor or its properties or assets; except, in each case, for any of the foregoing which would not have a material and adverse effect on Investor’s ability to fulfill its obligations under the Transaction Documents.

(b) No consent, approval, order or authorization of, notice to, or registration, declaration or filing with any governmental authority is required by or with respect to Investor or any of its subsidiaries in connection with the execution and delivery by Investor of this Agreement or any of the Transaction Documents or the consummation by Investor of the transactions contemplated hereby and thereby.

4.4 Private Placement. Investor is acquiring the Shares for investment for its own account, not as a nominee or agent, and not with the view to, or for resale in connection with, any distribution thereof. Investor has such knowledge and experience in financial and business matters so that Investor is capable of evaluating the merits and risks of its investment in the Company. Investor is an “accredited investor” within the meaning of Regulation D, Rule 501(a), promulgated by the SEC under the Securities Act.

4.5 Legends. Investor understands and agrees that the Shares or any other securities issued in respect of the Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall bear the following legend and that the transfer agent for the Company may be instructed that the Shares are subject to the terms of such legend:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED

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UNLESS AND UNTIL REGISTERED UNDER SUCH ACT AND/OR APPLICABLE STATE SECURITIES LAWS, OR UNLESS SUCH REGISTRATION IS NOT REQUIRED.

THE SALE, PLEDGE, HYPOTHECATION OR TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS RESTRICTED IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THE INVESTOR RIGHTS AGREEMENT, DATED JUNE 14, 2011, TO WHICH THE SHAREHOLDER AND COMPANY ARE PARTIES, AS THE SAME MAY BE AMENDED FROM TIME TO TIME. A COPY OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY.”

SECTION 5

COVENANTS

5.1 Satisfaction of Conditions. Subject to the terms and conditions of this Agreement, each of the Company and Investor shall, and shall cause its respective subsidiaries to, use all reasonable efforts (i) to take, or cause to be taken, all actions necessary to cause the conditions to the obligations of the other party to complete the closing as set forth in Section 6 hereof to be satisfied and to comply promptly with all legal requirements which may be imposed on such party or its subsidiaries with respect to the transactions contemplated by this Agreement and to consummate the transactions contemplated by this Agreement as promptly as practicable and (ii) to obtain (and to cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any governmental authority and any other third party which is required to be obtained or made by the Company, Investor or any of their respective subsidiaries in connection with the purchase of the Shares and the other transactions contemplated by this Agreement. The parties shall consult and cooperate with one another in connection with the foregoing. Notwithstanding anything to the contrary contained in this Agreement, neither the Company nor Investor shall be under any obligation to litigate with a governmental authority or to make proposals, execute or carry out agreements or submit to orders providing for a Divestiture. “Divestiture” shall mean (A) the sale, license or other disposition or holding separate (through the establishment of a trust or otherwise) of any material assets or categories of assets, (B) the imposition of any material limitation or restriction on the ability of a party to freely conduct their business or own assets or (C) the holding separate of shares of capital stock or any limitation or regulation on the ability of Investor or any of its affiliates to exercise full rights of ownership of shares of Company capital stock.

5.2 Further Assurances. Each party hereto, at the request of the other party hereto, shall execute and deliver such other instruments and do and perform such other acts and things as may be necessary for effecting the consummation of the purchase and sale of the Shares and the other transactions contemplated hereby and by the other Transaction Documents.

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SECTION 6

CONDITIONS TO CLOSING

6.1 Conditions to the Obligations of Investor. Investor’s obligation to purchase the Shares at the Closing is subject to the fulfillment on or before the Closing of each of the following conditions, unless otherwise waived in writing by Investor:

(a) Legality. No order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing the purchase of the Shares or the consummation of the other transactions contemplated by this Agreement or the other Transaction Documents shall be in effect. No statute, rule, regulation or order shall have been enacted, entered, promulgated or enforced by any Federal, state or foreign governmental authority of competent jurisdiction which prohibits or makes illegal the purchase of the Shares or the consummation of the other transactions contemplated by this Agreement or the other Transaction Documents. No action, suit or proceeding brought by a governmental authority in connection with this Agreement or the other Transaction Documents shall be pending.

(b) Representations and Warranties. The representations and warranties made by the Company in Section 3 shall be true and correct in all material respects as of the date hereof and as of the Closing Date as though made as of the Closing Date, except to the extent such representations and warranties are made only as of an earlier date, in which case as of such earlier date (in each case, disregarding any standards of materiality contained in such representations and warranties).

(c) Covenants. The Company shall have performed or complied in all material respects with all covenants, agreements and conditions contained in this Agreement to be performed or complied with by the Company on or prior to the Closing.

(d) Ancillary Agreements. The Company shall have executed and delivered to Investor the Rights Agreement and the Registration Agreement and such agreements shall be in full force and effect. Further, the Company shall have executed and delivered a Master Reseller Agreement between the Company and Investor.

(e) Closing Deliverables. The Company shall have delivered to counsel to Investor the following:

(i) a certificate executed by the Chief Executive Officer, President or Chief Financial Officer of the Company on behalf of the Company certifying the satisfaction of the conditions to closing listed in Sections 6.1(b) and 6.1(c), substantially in the form of Exhibit A hereto; and

(ii) a certificate of the Company executed by the Company’s Secretary, attaching and certifying to the truth and correctness of (1) the current certificate of incorporation of the Company, (2) the current bylaws of the Corporation and (3) all board actions taken in connection with the transactions contemplated by this Agreement, substantially in the form of Exhibit B hereto.

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(f) Fees and expenses. Simultaneous with the Closing, the Company shall have reimbursed Investor for its reasonable and documented outside legal and due diligence fees and expenses incurred in connection with the transactions contemplated by the Transaction Documents, which amount may be deducted by Investor at its sole discretion from the purchase price paid to the Company for the Shares as contemplated hereby; provided that in no event shall the Company be obligated to reimburse Investor for any such fees or expenses in excess of $200,000 in the aggregate.

(g) Opinion of Counsel. Investor shall have received from Parsons Behle & Latimer, outside counsel to the Company, an opinion, in form and substance reasonably acceptable to Investor.

6.2 Conditions to the Obligations of the Company. The Company’s obligation to sell and issue the Shares at the Closing is subject to the fulfillment on or before such Closing of the following conditions, unless otherwise waived in writing by the Company:

(a) Legality. No order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing the purchase of the Shares or the consummation of the other transactions contemplated by this Agreement or the other Transaction Documents shall be in effect. No statute, rule, regulation or order shall have been enacted, entered, promulgated or enforced by any Federal, state or foreign governmental authority of competent jurisdiction which prohibits or makes illegal the purchase of the Shares or the consummation of the other transactions contemplated by this Agreement or the other Transaction Documents. No action, suit or proceeding brought by a governmental authority in connection with this Agreement or the other Transaction Documents shall be pending.

(b) Representations and Warranties. The representations and warranties made by Investor in Section 4 shall be true and correct in all material respects as of the date hereof and as of the Closing Date as though made as of the Closing Date, except to the extent such representations and warranties are made only as of an earlier date, in which case as of such earlier date (in each case, disregarding any standards of materiality contained in such representations and warranties).

(c) Covenants. Investor shall have performed or complied in all material respects with all covenants, agreements and conditions contained in this Agreement to be performed or complied with by Investor on or prior to the date of such Closing.

(d) Ancillary Agreement. Investor shall have executed and delivered to the Company the Rights Agreement and the Registration Agreement hand such agreements shall be in full force and effect. Further, Investor shall have executed and delivered a Master Reseller Agreement between the Company and Investor.

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SECTION 7

MISCELLANEOUS

7.1 Amendment. Except as expressly provided herein, neither this Agreement nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument referencing this Agreement and signed by each of the Company and Investor.

7.2 Notices. All notices and other communications required or permitted hereunder shall be in writing and shall be mailed by registered or certified mail, postage prepaid, sent by facsimile or otherwise delivered by hand, messenger or courier service addressed:

(a) if, to Investor, to:

Enterprise Networks Holdings, Inc.

50 Minuteman Road

Andover, MA 01810

Facsimile: (703) 262-3080

Attention: General Counsel

with a copy (which shall not constitute notice) to:

Wilson Sonsini Goodrich & Rosati, P.C.

650 Page Mill Road, Palo Alto, California 94304

Facsimile: (650) 493-6811

Attention: Martin Korman

                     Todd Cleary

(b) if, to the Company, to:

inContact, Inc.

7730 South Union Park Avenue, Suite 500

Midvale, Utah 84047

Facsimile: (888) 888-9115

Attention: Gregory S. Ayers

with a copy (which shall not constitute notice) to:

Parsons Behle & Latimer

201 South Main Street

Salt Lake City, UT 84111

Facsimile: (801) 536-6111

Attention: Mark E. Lehman

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Each such notice or other communication shall for all purposes of this Agreement be treated as effective or having been given (i) if delivered by hand, messenger or courier service, when delivered (or if sent via a nationally-recognized overnight courier service, freight prepaid, specifying next-business-day delivery, one business day after deposit with the courier), or (ii) if sent via mail, at the earlier of its receipt or five days after the same has been deposited in a regularly-maintained receptacle for the deposit of the United States mail, addressed and mailed as aforesaid or (iii) if sent via facsimile, upon confirmation of facsimile transfer.

7.3 Governing Law. This Agreement shall be governed in all respects by the internal laws of the State of Delaware as applied to agreements entered into among Delaware residents to be performed entirely within Delaware, without regard to principles of conflicts of law.

7.4 Expenses. Except as expressly provided herein, including but not limited to Section 6.1(f), the Company and Investor shall each pay their own expenses in connection with the transactions contemplated by this Agreement and the other Transaction Documents.

7.5 Survival. The representations, warranties, covenants and agreements made in this Agreement shall survive any investigation made by any party hereto and the closing of the transactions contemplated hereby.

7.6 Successors and Assigns. This Agreement, and any and all rights, duties and obligations hereunder, shall not be assigned, transferred, delegated or sublicensed by either party hereto without the prior written consent of the other party. Any attempt by any such party to assign, transfer, delegate or sublicense any rights, duties or obligations that arise under this Agreement in violation of this Section 7.6 shall be null and void ab initio. Subject to the foregoing and except as otherwise provided herein, the provisions of this Agreement shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the parties hereto.

7.7 Entire Agreement. This Agreement and the other Transaction Documents, including the exhibits attached hereto and thereto, constitute the full and entire understanding and agreement between the parties with regard to the subjects hereof and thereof. No party shall be liable or bound to any other party in any manner with regard to the subjects hereof or thereof by any warranties, representations or covenants except as specifically set forth herein or therein.

7.8 Delays or Omissions. Except as expressly provided herein, no delay or omission to exercise any right, power or remedy accruing to any party to this Agreement upon any breach or default of any other party under this Agreement shall impair any such right, power or remedy of such non-defaulting party, nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring, nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any party of any breach or default under this Agreement, or any waiver on the part of any party of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement or by law or otherwise afforded to any party to this Agreement, shall be cumulative and not alternative.

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7.9 Severability. If any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, portions of such provision, or such provision in its entirety, to the extent necessary, shall be severed from this Agreement, and such court will replace such illegal, void or unenforceable provision of this Agreement with a valid and enforceable provision that will achieve, to the extent possible, the same economic, business and other purposes of the illegal, void or unenforceable provision. The balance of this Agreement shall be enforceable in accordance with its terms.

7.10 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be enforceable against the parties actually executing such counterparts, and all of which together shall constitute one instrument.

7.11 Telecopy Execution and Delivery. A facsimile, telecopy or other reproduction of this Agreement may be executed by one or more parties hereto and delivered by such party by facsimile or any similar electronic transmission device pursuant to which the signature of or on behalf of such party can be seen. Such execution and delivery shall be considered valid, binding and effective for all purposes. At the request of any party hereto, all parties hereto agree to execute and deliver an original of this Agreement as well as any facsimile, telecopy or other reproduction hereof.

7.12 Jurisdiction; Venue. Each of the parties hereto hereby submits and consents irrevocably to the exclusive jurisdiction of the courts of the State of Delaware and the United States District Court for the District of Delaware for the interpretation and enforcement of the provisions of this Agreement. Each of the parties hereto also agrees that the jurisdiction over the person of such parties and the subject matter of such dispute shall be effected by the mailing of process or other papers in connection with any such action in the manner provided for in Section 7.2 or in such other manner as may be lawful, and that service in such manner shall constitute valid and sufficient service of process.

7.13 Termination. This Agreement may be terminated at any time prior to the Closing, (a) by mutual consent of Investor and the Company in a written instrument or (b) by either Investor or the Company if the Closing shall not have occurred on or before June 20, 2011, provided that (i) neither Investor nor the Company may terminate this Agreement pursuant to this Section 7.13 if the failure of the Closing to occur by such date shall be due to the failure of such party to perform or observe the covenants and agreements of such party set forth herein.

7.14 Jury Trial. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING (WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY OTHER OF THE TRANSACTION DOCUMENTS.

(signature page follows)

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The parties are signing this Common Stock Purchase Agreement as of the date stated in the introductory clause.

(Signature page to the Common Stock Purchase Agreement)

(Signature page to the Common Stock Purchase Agreement)

Exhibit 3

INVESTOR RIGHTS AGREEMENT

between

INCONTACT, INC.

and

ENTERPRISE NETWORKS HOLDINGS, INC.

dated as of

JUNE 14, 2011

Table of Contents

INVESTOR RIGHTS AGREEMENT

This INVESTOR RIGHTS AGREEMENT is made as of June 14, 2011 between inContact, Inc., a Delaware corporation (the “Company”) and Enterprise Networks Holdings, Inc., a Delaware corporation (“Investor”).

WHEREAS, concurrently with the execution of this Agreement, the Company and Investor have entered into a Common Stock Purchase Agreement, dated as of the date hereof (as amended, supplemented, restated or otherwise modified from time to time, the “Stock Purchase Agreement”), pursuant to which and subject to the terms and conditions thereof, among other things, Investor will purchase from the Company, and the Company will issue and sell to Investor, the number of shares set forth in the Stock Purchase Agreement (the “Shares”) of Company Stock;

WHEREAS, concurrently with the execution of this Agreement, the Company and Investor have entered into a Registration Rights Agreement, dated as of the date hereof (as amended, supplemented, restated or otherwise modified from time to time, the “Registration Rights Agreement” and, together with this Agreement and the Stock Purchase Agreement, collectively, the “Transaction Documents”), pursuant to which and subject to the terms and conditions thereof, among other things, the Company has agreed to provide Investor with certain registration rights with respect to the Shares; and

WHEREAS, the parties hereto desire to enter into this Agreement to establish certain arrangements with respect to the Shares, corporate governance and other related corporate matters.

NOW, THEREFORE, in consideration of the premises and of the mutual covenants and obligations hereinafter set forth, the parties hereto hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1. Certain Defined Terms. As used herein, the following terms shall have the following meanings:

“Affiliate” means, with respect to any Person, any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with, such specified Person; provided that solely for purposes of this Agreement, notwithstanding anything to the contrary set forth herein, neither the Company nor any of its Subsidiaries shall be deemed to be a Subsidiary or Affiliate of Investor.

“Agreement” means this Investor Rights Agreement as it may be amended, supplemented, restated or modified from time to time.

“Beneficial Ownership” by a Person of any securities includes ownership by any Person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares (i) voting power which includes the power to vote, or to direct the voting of, such security; and/or (ii) investment power which includes the power to dispose, or to direct the

disposition, of such security; and shall otherwise be interpreted in accordance with the term “beneficial ownership” as defined in Rule 13d-3 adopted by the Commission under the Exchange Act; provided that for purposes of determining Beneficial Ownership, a Person shall be deemed to be the Beneficial Owner of any securities which may be acquired by such Person pursuant to any agreement, arrangement or understanding or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise (irrespective of whether the right to acquire such securities is exercisable immediately or only after the passage of time, including the passage of time in excess of 60 days, the satisfaction of any conditions, the occurrence of any event or any combination of the foregoing), except that in no event will Investor be deemed to Beneficially Own any securities which it has the right to acquire pursuant to Section 2.2 unless, and then only to the extent that, Investor shall have actually exercised such right. For purposes of this Agreement, a Person shall be deemed to Beneficially Own any securities Beneficially Owned by its Affiliates or any Group of which such Person or any such Affiliate is or becomes a member. The terms “Beneficially Own,” “Beneficially Owned” and “Beneficially Owning” shall have correlative meanings.

“Board” means the Board of Directors of the Company.

“Business Day” shall mean any day that is not a Saturday, a Sunday or other day on which banks are required or authorized by law to be closed in New York, New York.

“Bylaws” means the bylaws of the Company as in effect immediately prior to the Closing.

“Capital Stock” means, with respect to any Person at any time, any and all shares, interests, participations or other equivalents (however designated, whether voting or non-voting) of capital stock, partnership interests (whether general or limited) or equivalent ownership interests in or issued by such Person.

“Change of Control” means the occurrence of any one of the following: (i) the direct or indirect sale, lease, license, transfer, conveyance or other disposition, in one or a series of related transactions, of a majority (measured on a Fair Market Value basis) of the assets of the Company and its Subsidiaries taken as a whole to any Person; (ii) the consummation of any transaction (including without limitation, any merger or consolidation) the result of which is that any Person becomes the owner or Beneficial Owner, directly or indirectly, of more than 50% of the outstanding voting securities of the Company, measured by voting power rather than number of shares; (iii) the Company consolidates with, or merges with or into, any Person, or any Person consolidates with, or merges with or into, the Company, in any such event pursuant to a transaction in which any of the outstanding voting securities of the Company or such other Person is converted into or exchanged for cash, securities or other property, other than any such transaction the shares of Company Stock outstanding immediately prior to such transaction constitute, or are converted into or exchanged for, a majority of the voting securities of the surviving Person immediately after giving effect to such transaction; (iv) the first day on which the majority of the members of the Board cease to be Continuing Directors; or (v) the adoption of a plan relating to the liquidation or dissolution of the Company.

“Closing” has the meaning set forth in the Stock Purchase Agreement.

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“Closing Date” has the meaning set forth in the Stock Purchase Agreement.

“Commission” means the U.S. Securities and Exchange Commission.

“Company Stock” means the common stock, par value $0.0001 per share, of the Company and any securities issued in respect thereof, or in substitution therefor, in connection with any stock split, dividend or combination, or any reclassification, recapitalization, merger, consolidation, exchange or other similar reorganization.

“Continuing Director” means, as of any date of determination, any member of the Board who (i) was a member of such board of directors on the date of this Agreement; or (ii) was nominated for election or elected to such board of directors with the approval of a majority of the Continuing Directors who were members of such board of directors at the time of such nomination or election.

“control” (including the terms “controlled by” and “under common control with”), with respect to the relationship between or among two or more Persons, means the possession, directly or indirectly, of the power to direct or cause the direction of the affairs or management of a Person, whether through the ownership of voting securities, as trustee or executor, by contract or any other means.

“DGCL” means the General Corporation Law of the State of Delaware.

“Director” means any member of the Board (other than any advisory, honorary or other non-voting member of the Board).

“Excluded Securities” means:

(a) Company Stock and options and similar rights to acquire Company Stock which are issued or issuable for compensatory purposes to consultants, employees and directors of the Company (or any Subsidiary of the Company) pursuant to stock grants, option plans, purchase plans, agreements or other employee stock incentive programs or arrangements, in each case, approved by the Board or the compensation committee of the Board;

(b) Voting Securities issuable upon exercise of any option, warrant, or right existing and outstanding as of the Closing Date and disclosed in Section 3.3 of the Stock Purchase Agreement;

(c) Company Stock issued pursuant to the conversion or exercise of Voting Securities which are convertible or exercisable for Company Stock and which Voting Securities Investor was entitled to purchase (prior to such conversion or exercise) pursuant to Section 2.2 hereof; and

(d) Voting Securities issued or issuable as purchase price in the acquisition of a business by the Company by merger, stock purchase, purchase of substantially all of the assets or other similar transaction, provided, that such issuances are approved by the Board.

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“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated by the Commission from time to time thereunder (or under any successor statute).

“Fair Market Value” means, as to any securities or other property, the cash price at which a willing seller would sell and a willing buyer would buy such securities or property in an arm’s-length negotiated transaction without time constraints. With respect to any securities that are traded on a national or global securities exchange, Fair Market Value shall mean the arithmetic average of the closing prices of such securities on their principal market for the ten consecutive trading days immediately preceding the applicable date of determination. Unless Investor and the Company agree otherwise, the Fair Market Value of all property or assets other than cash and securities that are traded on a national or global securities exchange shall be determined by an Independent Investment Banking Firm, selected by the Board and reasonably acceptable to Investor. The fees and expenses of such investment bank shall be paid by the Company.

“Group” has the meaning assigned to it in Section 13(d)(3) of the Exchange Act.

“Independent Investment Banking Firm” means an investment banking firm of nationally recognized standing that is, in the reasonable judgment of Investor and the Company, independent of the parties to this Agreement at the time of such engagement and qualified to perform the task for which it has been engaged.

“Investor Directors” means the individuals nominated or designated by Investor or the Investor Directors pursuant to Section 4.1 and then serving as Directors.

“Investor Ownership Limitation” means 19.99% of the Total Voting Power.

“Investor Ownership Percentage” means the percentage of the Total Voting Power that the Shares held by Investor represents as of the date the determination of Investor Ownership Percentage is made under this Agreement.

“Nasdaq” means the Nasdaq Capital Market or any successor exchange or quotation system.

“Person” means any individual, corporation, limited liability company, limited or general partnership, joint venture, association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivision thereof.

“Securities Act” means the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated by the Commission from time to time thereunder (or under any successor statute).

“Significant Event” means any of (A) the acquisition by any Person or Group other than Investor and its Affiliates of Beneficial Ownership of Voting Securities representing 15% or more of the then outstanding Voting Securities of the Total Voting Power; (B) the announcement or commencement by any Person or Group other than Investor and its Affiliates of a tender or exchange offer to acquire Voting Securities which, if successful, would result in such Person or Group owning,

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when combined with any other Voting Securities owned by such Person or Group, 15% or more of the Total Voting Power; or (C) the occurrence of a Change of Control, the entry by the Company into an agreement providing for any Change of Control or the public announcement by the Company that it is seeking a Change of Control.

“Subsidiary” means, with respect to any Person, any corporation or other organization, whether incorporated or unincorporated, (i) of which such Person or any other Subsidiary of such Person is a general partner (excluding partnerships, the general partnership interests of which held by such Person or any Subsidiary of such Person do not have a majority of the voting interests in such partnership), or (ii) at least a majority of the securities or other interests of which having by their terms ordinary voting power to elect a majority of the board of directors or others performing similar functions with respect to such corporation or other organization is directly or indirectly owned or controlled by such Person or by any one or more of its Subsidiaries, or by such Person and one or more of its Subsidiaries.

“Takeover Proposal” means, other than the transactions contemplated by this Agreement, any offer or proposal from any Third Party relating to a Change of Control.

“Third Party” means any Person (other than Investor or any of its Affiliates) or any Group (other than a Group which includes Investor or any of its Affiliates as a member).

“Total Voting Power” means, at any time of determination, the total number of votes then entitled to be cast by the holders of the outstanding shares of Company Stock and any other securities entitled, in the ordinary course, to vote generally in the election of Directors and not solely upon the occurrence and during the continuation of certain specified events.

“Transfer” means, directly or indirectly, to sell, transfer, assign, pledge, encumber, hypothecate or similarly dispose of (by merger, testamentary disposition, operation of law or otherwise), either voluntarily or involuntarily, or to enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, assignment, pledge, encumbrance, hypothecation or similar disposition of (by merger, testamentary disposition, operation of law or otherwise), any Voting Securities or any interest in any Voting Securities, provided that (i) a merger, amalgamation, plan of arrangement or consolidation or similar business combination transaction in which Investor is a constituent corporation shall not be deemed to be the Transfer of any Voting Securities Beneficially Owned by Investor or any of its wholly-owned Subsidiaries so long as the surviving or resulting entity of such transaction remains subject to, and bound by, the obligations of Investor hereunder and (ii) a merger, amalgamation, plan of arrangement or consolidation or similar business combination transaction in which the Company is a constituent corporation shall not be deemed to be the Transfer of any Voting Securities Beneficially Owned by Investor or any of its wholly-owned Subsidiaries. For purposes of this Agreement, the sale of the interest of a party to this Agreement in an Affiliate of such party shall not be deemed a Transfer by such party of such Voting Securities.

“Voting Securities” means, at any time, shares of any class of Capital Stock or other securities of the Company, including the Company Stock, which are then entitled to vote generally in the election of Directors and not solely upon the occurrence and during the continuation of certain

5

specified events, and any securities convertible into or exercisable or exchangeable for such shares of Capital Stock (whether or not currently so convertible, exercisable or exchangeable or only upon the passage of time, the occurrence of certain events or otherwise).

Capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Stock Purchase Agreement.

Section 1.2. Methodology for Calculations. (a) For purposes of calculating the number of outstanding shares of Company Stock or Voting Securities and the number of shares of Company Stock or Voting Securities Beneficially Owned by Investor as of any date, any shares of Company Stock or Voting Securities held in the Company’s treasury or belonging to any Subsidiaries of the Company which are not entitled to be voted or counted for purposes of determining the presence of a quorum pursuant to Section 160(c) of the DGCL (or any successor statute) shall be disregarded.

(b) For purposes of this Agreement, all determinations of the amount of outstanding Voting Securities shall be based on information set forth in the most recent quarterly or annual report, and any current report subsequent thereto, filed by the Company with the Commission, unless the Company shall have updated such information by delivery of written notice to Investor specifying such actual number of Voting Securities outstanding. The Company shall provide such a written notice promptly upon a request by Investor.

(c) Whenever this Agreement references a specific number of Voting Securities or shares of any class thereof, then if at any time or from time to time following the date hereof the Company shall pay a dividend in the form of additional shares of such class of Voting Securities, or shall subdivide, split or combine the then-outstanding number of such Voting Securities or issue an additional number of such Voting Securities by reclassification of such Voting Securities, then all references to such specific number of Voting Securities shall be deemed, for all purposes of this Agreement, to refer to the number of Voting Securities equal to the product of the number of Voting Securities so specified multiplied by a fraction, the numerator of which shall be the number of Voting Securities (or applicable class thereof) outstanding immediately after, and the denominator of which shall be the number of Voting Securities (or applicable class thereof) outstanding immediately before, the occurrence of such event, subject to further adjustment in accordance with this sentence upon any subsequent such dividend, subdivision, split, combination or reclassification.

ARTICLE II

SHARE OWNERSHIP

Section 2.1. General Limitation on Acquisition of Additional Voting Securities. (a) Except as otherwise provided in this Article II and except pursuant to any transaction approved by the Board, for the period beginning on the Closing Date and ending on the earlier of the one-year anniversary of the Closing Date or the occurrence of a Significant Event (the “Standstill Period”), to the fullest extent permitted by applicable law, Investor shall not, nor shall it permit any Subsidiaries of Investor’s parent company, Enterprise Networks Holdings BV, to:

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(i) acquire, whether by purchase, tender or exchange offer, through the acquisition of control of another Person (including by way of merger or consolidation), through the use of a derivative instrument or voting agreement, or otherwise, Beneficial Ownership of Voting Securities representing more than the Investor Ownership Limitation;

(ii) make, or in any way participate, directly or indirectly, in any “solicitation” of “proxies” to vote (as such terms are used in the rules of the Commission) or seek to advise or influence any Third Party with respect to the voting of, any Voting Securities, provided that the restrictions contained in this paragraph (ii) shall not apply (1) with respect to the election, appointment or removal of Directors in accordance with this Agreement or (2) any action taken by an Investor Director in his or her capacity as a Director in a manner consistent with his or her fiduciaries duties to the Company and its stockholders; or

(iii) make any offer to the public (with or without conditions) to acquire Beneficial Ownership of Voting Securities;

provided that, notwithstanding anything to the contrary contained in the foregoing clauses (i) through (iii) or otherwise in this Agreement, Investor shall not be limited or otherwise restricted, directly or indirectly, in any way from proposing to the Board or the Company’s Chief Executive Officer any acquisition of Beneficial Ownership of Voting Securities, including but not limited to a proposal to effect a Change of Control with Investor, or making any communications or inquiries to the Board or the Company’s Chief Executive Officer in connection with or in contemplation of such a proposal.

(b) If at any time during the Standstill Period, Investor becomes aware that Investor Beneficially Owns, in the aggregate, Voting Securities representing more than the Investor Ownership Limitation (any such Voting Securities Beneficially Owned by Investor that are in excess of the Investor Ownership Limitation, “Excess Securities”), then Investor shall promptly notify the Company in writing and as soon as is reasonably practicable (but in no manner that would require Investor or any of its Affiliates to (i) incur liability under Section 16(b) of the Exchange Act or (ii) Transfer Voting Securities during a period in which (x) the Company has imposed trading restrictions on Directors or other Affiliates of the Company or (y) the general counsel of the Company has determined that the Company or Investor, as applicable, is in possession of material nonpublic information relating to the Company) take all action reasonably necessary to reduce the number of Voting Securities Beneficially Owned by it to a number that results in Investor being in compliance with Section 2.1(a); provided that any Transfer of Voting Securities by Investor in order to comply with this Section 2.1(b) shall be effected in accordance with the applicable Transfer restrictions set forth in Article III, and Investor shall grant to the Chief Executive Officer of the Company a proxy to vote in his or her sole discretion all Excess Securities of Investor on any matter submitted to the stockholders of the Company, which shall be irrevocable until the date that the number of Voting Securities held by Investor is at or below the Investor Ownership Limitation.

Section 2.2. Stock Purchase Rights. (a) For so long as Investor and its Affiliates Beneficially Own a number of Voting Securities equal to at least 50% of the number of the Shares, if the Company at any time shall propose to issue any Voting Securities other than Excluded Securities, Investor shall have the right to purchase directly from the Company up to its Investor

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Ownership Percentage of such Voting Securities to be issued (determined immediately prior to the issuance of the Voting Securities) at the same purchase price and on the same terms on which the Voting Securities are issued. In the event any portion of the consideration received from a Third Party for Voting Securities is non-cash consideration, Investor may make payment of that portion of the consideration with cash valuing any non-cash consideration at its Fair Market Value. The Company shall provide such information, to the extent reasonably available, relating to any non-cash consideration as Investor may reasonably request in order to evaluate any such non-cash consideration.

(b) The Company shall provide Investor 20 Business Days prior written notice (or, if such notice period is not practicable under the circumstances, such reasonable prior written notice as is practicable) of any proposed issuance subject to this Section 2.2. Investor shall provide, or cause to be provided, to the Company written notice of its election to purchase securities pursuant to this Section 2.2 within 10 Business Days after such notice from the Company, and if such notice is not provided within 10 Business Days after such notice from the Company, Investor shall be deemed to have waived any right to participate in the issuance of the Voting Securities that is the subject of the notice given by the Company to Investor. If the Company has provided Investor with at least 20 Business Days prior written notice of such proposed issuance, Investor shall purchase the securities that Investor has elected to purchase concurrently with the related issuance of such securities by the Company. If the Company has provided Investor with less than 20 Business Days prior written notice of such proposed issuance, Investor shall purchase the securities that Investor has elected to purchase 20 Business Days following such notice (or such lesser time as Investor may agree).

(c) In the event that the proposed issuance by the Company of Voting Securities which gave rise to the exercise by Investor of its purchase rights pursuant to this Section 2.2 shall be terminated or abandoned by the Company without the issuance of any securities, then the purchase rights of Investor pursuant to paragraph (a) and (b) above shall also terminate as to such proposed issuance by the Company (but not any subsequent or future issuance), and any funds in respect thereof paid to the Company Investor shall be promptly refunded in full.

ARTICLE III

TRANSFER RESTRICTIONS

Section 3.1. General Transfer Restrictions. The right of Investor and its Affiliates to Transfer the Shares is subject to the restrictions set forth in this Article III, and no Transfer by Investor or any of its Affiliates of the Shares may be effected except in compliance with this Article III. Any attempted Transfer of the Shares in violation of this Agreement shall be of no effect and null and void, regardless of whether the purported transferee has any actual or constructive knowledge of the Transfer restrictions set forth in this Agreement, and shall not be recorded on the stock transfer books of the Company.

Section 3.2. Lockup. For a period of 180 calendar days following the Closing Date, without the prior approval of the Board, Investor shall not, nor shall Investor permit any of its Affiliates to, Transfer any of the Shares.

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Section 3.3. Specific Transfer Restrictions. Subject Section 3.2, until the first to occur of (i) the first time in which Investor Beneficially Owns Voting Securities representing less than 5% of the outstanding Company Stock, (ii) the Company Stock ceases to be traded on Nasdaq or (iii) immediately prior to the consummation of a Change of Control, Investor shall not, without the prior approval of the Board, Transfer any of the Shares other than:

(a) in transactions made in compliance with the volume and manner of sale restrictions set forth in clauses (e) and (f) of Rule 144 promulgated under the Securities Act;

(b) in a privately negotiated block trade transaction executed through a broker;

(c) pursuant to an underwritten distribution of Voting Securities;

(d) pursuant to Investor’s exercise of its rights under Section 2.2 of the Registration Rights Agreement;

(e) pursuant to any Transfer to the Company or any of its Subsidiaries;

(f) in connection with any Change of Control; or

(g) to an Affiliate of Investor that executes and delivers to the Company an agreement to be subject to, and bound by, the terms of this Agreement to the same extent as Investor (provided that Investor shall remain a party to this Agreement and shall be responsible for any breach of this Agreement by such Affiliate).

ARTICLE IV

CORPORATE GOVERNANCE

Section 4.1. Composition of the Board. (a) As soon as reasonably practicable following the Closing (but in any event no later than June 30, 2011), the Company shall take any and all actions to appoint Hamid Akhavan to serve on the Board as an initial Investor Director and, as soon as reasonably practicable after investor has notified the Company of its additional designee, the Company shall take any and all actions to appoint such designee to serve on the Board as a second Investor Director.

(b) Subject to Section 4.1(e), for so long as Investor and its Affiliates Beneficially Own 100% of the Shares or, if Investor and its Affiliates do not Beneficially Own 100% of the Shares, so long as Investor and its Affiliates Beneficially Own a number of Voting Securities at least equal to the greater of 50% of the number of Shares or 10% of the Total Voting Power:

(i) Investor shall have the right to designate two Investor Directors to be nominated for election to the Board;

(ii) at each stockholder meeting of the Company at which the Board seats held by Investor

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Directors are to be voted upon, the Company will cause the Investor Directors designated by Investor to be nominated for election to such seats and will recommend to the stockholders the election of such nominees;

(iii) subject to Section 4.4 below, the Company will not take any action to increase the total number of directors of the Board to more than eight; and

(iv) if at any time the Board is divided into more than one class, the Company shall take all necessary action to assign the Investor Directors to separate classes.

(c) Subject to Section 4.1(e), in the event that Investor and its Affiliates Beneficially Own a number of Voting Securities representing less than 10% of the Total Voting Power but at least equal to 5% of the Total Voting Power:

(i) Investor shall have the right to designate one Investor Director to be nominated for election to the Board; and

(ii) at each stockholder meeting of the Company at which the Board seat held by such Investor Director is to be voted upon, the Company will cause the Investor Director designated by Investor to be nominated for election to such seat and will recommend to the stockholders the election of such nominee.

(d) To the extent that the Company has knowledge that the number of Voting Securities Beneficially Owned by Investor would fail to satisfy any of the thresholds set forth in the first clause of either Section 4.1(b) or Section 4.1(c) such that Investor would otherwise lose the rights and benefits set forth in Section 4.1(b)(i)-(iv) or Section 4.1(c)(i)-(ii), the Company will promptly notify Investor in writing of such failure and Investor shall have not less than 60 calendar days in which to cure such failure by acquiring additional Voting Securities. Following any such cure, no such failure will have been deemed to have occurred.

(e) At any time that Investor has designated at least two Investor Directors, at least one of such Investor Directors designated by Investor shall, in the reasonable good faith judgment of Investor, (i) satisfy applicable Nasdaq listing requirements regarding “independence” and (ii) have relevant experience in accounting, finance or the industry in which the Company operates that is customary for directors of similarly situated corporations. If the Corporate Governance and Nominating Committee of the Board shall reasonably object to any such designee of Investor, then the Governance and Nominating Committee and the Company shall discuss such objections with Investor and cooperate in good faith to either resolve such objections or find a mutually acceptable designee.

Section 4.2. Vacancies Among Investor Directors. Subject to Section 4.1(d) above, any vacancy, whether resulting from the resignation, retirement, removal from office or other cause, of an Investor Director shall be filled with a replacement Investor Director designated by Investor.

Section 4.3. Committees. The Company shall, to the extent permitted by applicable laws, rules and regulations (including any requirements under the Exchange Act or the

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rules of Nasdaq or any other applicable securities exchange or automated inter-dealer quotation system on which the Company Stock is then listed or quoted), cause each committee of the Board (including but not limited to a Board strategy committee that the Company shall establish as soon as practicable after the date hereof, which shall be responsible for oversight of matters such as corporate strategy, financings and mergers and acquisitions) to include as members each of the Investor Directors, in each case, to the extent requested by such Investor Director.

Section 4.4. Company Action. In furtherance of the provisions of this Article IV, the Company, subject to the Board’s fiduciary duties, shall take all necessary and desirable actions within its control to effectuate the provisions of this Article IV, including but not limited to, (i) calling a special meetings of the Board and/or stockholder and (ii) in the event any Investor Director is not elected by the Company’s stockholders to serve on the Board at any election described in Section 4.1(b) above, to amend the Bylaws to increase the size of the Board by the number of Investor Directors that were not so elected and cause such Investor Directors to be appointed in the newly created vacancy. Without limiting the foregoing, the Company shall use its reasonable best efforts, in connection with each annual or special meeting of stockholders held to elect Directors and with respect to any action by written consent to elect Directors, to solicit from its stockholders eligible to vote for the election of Directors proxies or consents in favor of the election of each candidate nominated for election as a Director in accordance with this Article IV, and against the election of any candidate whose election might prevent an Investor Director from being elected to the Board. The Company shall not nominate for election to the Board at any stockholders meeting or in connection with any action by written consent of the stockholders of the Company pursuant to which Directors will be elected, a number of candidates in excess of the number of Board seats to be filled pursuant to such election.

ARTICLE V

OTHER COVENANTS

Section 5.1. Information Rights. Promptly after written request to the Company made by Investor, the Company shall provide any such written information reasonably requested by Investor, including any financial statements of the Company prepared by Investor in the ordinary course, that Investor reasonably determines it requires in order to appropriately manage and evaluate its investment in the Company and to comply with its obligations under applicable securities and tax laws, including to the extent applicable, Rule 13a-15 under the Exchange Act.

Section 5.2. Sale Process. (a) If, at any time prior to the earlier of the termination for cause by the Company under Section 24.1 of the Master Reseller Agreement between the Company and Siemens Enterprise Communications, Inc., an Affiliate of Investor, dated as of the date hereof (the “MRA”), or December 31, 2013 (which shall be extended to the extent that the term of the MRA under Section 3.0 of the MRA is so extended), the Company requests or receives a bona fide inquiry or proposal from a Third Party (whether written or oral) that constitutes or could reasonably be expected to result in a Takeover Proposal, the Company shall promptly, and in any event within 24 hours of receipt, deliver written notice to Investor to such effect, which notice shall, to the extent known by the Company, set forth the percentage of Total Voting Power or assets that the Third Party is seeking to acquire. In addition to the foregoing obligations of the Company, if the

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Company or any of its representatives engage in, or the Board authorizes the Company or any of its representatives to engage in, discussions or negotiations with a Third Party regarding, or that are intended to or could reasonably be expected to result in, a Takeover Proposal, the Company shall offer to Investor an opportunity to participate in concurrent discussions with the Company regarding a Takeover Proposal by Investor, which discussions shall be held, and any proposals from Investor shall be considered on, terms, and subject to procedures, no more restrictive toward Investor than those imposed on any such Third Party.

(b) If in the event the Board authorizes the Company, subject to complying with the terms of this Agreement, to enter into an agreement or arrangement (including with respect to any “break-up,” “termination” or similar fee) concerning a Takeover Proposal with any Third Party, the Company shall promptly notify Investor, in writing, and at least six (6) Business Days prior to entry into such agreement, of its intention to enter into an agreement concerning a Takeover Proposal, attaching such agreement (a “Third Party Proposal”); provided that the Company shall in no event enter into any agreement regarding a Third Party Proposal unless such Third Party Proposal is a binding written definitive agreement (subject to customary closing conditions) to consummate a Change of Control. If Investor delivers to the Company a binding written definitive offer regarding a Takeover Proposal prior to the expiration of such six (6) Business Day period (the “Investor Proposal”), then (A) the Company hereby agrees to keep any such Investor Proposal confidential, and (B) the Company shall be prohibited from entering into any agreement regarding a Third Party Proposal unless (i) such Third Party Proposal is on terms that the Board determines in good faith, taking into account all the terms and conditions of such Third Party Proposal including the reasonably expected timing and likelihood of the consummation of the Third Party Proposal, and after considering the advice of a financial advisor of nationally recognized reputation, is more favorable to the Company’s stockholders from a financial point of view than as provided by the Investor Proposal (a “Superior Proposal”), (ii) the Board has provided Investor with no less than three (3) Business Day’s prior written notice of its determination that such Third Party Proposal constitutes a Superior Proposal, and (iii) in the event Investor submits a revised Investor Proposal prior to the end of such three (3) Business Day period, such Third Party Proposal continues to constitute a Superior Proposal. Any material amendment to the price or terms of such Third Party Proposal shall require an additional notice and opportunity to bid as provided in this Section 5.2(b) prior to any acceptance of such Third Party Proposal by the Company.

Section 5.3. Restated Charter and Bylaws to be Consistent. The Company shall take or cause to be taken all lawful action necessary or appropriate to ensure that at all times the Restated Charter and the Bylaws and the corresponding constituent documents of the Company’s Subsidiaries contain provisions consistent with the terms of this Agreement and do not contain any provisions inconsistent therewith or which would in any way nullify or impair the terms of this Agreement or the rights provided hereunder to any of the parties hereto.

Section 5.4. Termination Events. All obligations of the Company and rights of Investor under Section 2.2, Article IV, and section 5.1 shall terminate upon the termination of the MRA by the Company for cause under Section 24.1 of the MRA (in which event Investor shall take all steps reasonably necessary to cause any Investor Directors serving on the Board to resign therefrom).

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ARTICLE VI

MISCELLANEOUS

Section 6.1. Amendment and Waiver. Except as expressly provided herein, neither this Agreement nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument referencing this Agreement and signed by each of the Company and Investor. Each amendment effected pursuant to the preceding sentence shall be binding upon each party hereto. The failure of any party to enforce any of the provisions of this Agreement shall in no way be construed as a waiver of such provisions and shall not affect the right of such party thereafter to enforce each and every provision of this Agreement in accordance with its terms.

Section 6.2. Severability. If any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, portions of such provision, or such provision in its entirety, to the extent necessary, shall be severed from this Agreement, and such court will replace such illegal, void or unenforceable provision of this Agreement with a valid and enforceable provision that will achieve, to the extent possible, the same economic, business and other purposes of the illegal, void or unenforceable provision. Upon any such determination, the parties shall negotiate in good faith in an effort to agree upon a suitable and equitable substitute provision to effect the original intent of the parties. The balance of this Agreement shall be enforceable in accordance with its terms.

Section 6.3. Entire Agreement. This Agreement and the other Transaction Documents, including the exhibits attached hereto and thereto, constitute the full and entire understanding and agreement between the parties with regard to the subjects hereof. No party shall be liable or bound to any other party in any manner with regard to the subjects hereof or thereof by any warranties, representations or covenants except as specifically set forth herein or therein.

Section 6.4. Successors and Assigns; Third Party Beneficiaries. This Agreement, and any and all rights, duties and obligations hereunder, shall not be assigned, transferred, delegated or sublicensed (by operation of law or otherwise, except that, in the case of Investor or the Company, any transfer by operation of law in connection with a merger, amalgamation, plan of arrangement or consolidation or similar business combination transaction shall not be deemed to be such an assignment) by either party hereto without the prior written consent of the other party; provided, further that Investor may assign its rights and obligations hereunder (in whole or in part) in connection with a Transfer permitted by Section 3.3, in connection with which the applicable transferee executes and delivers to the other parties hereto an agreement to be subject to, and bound by, the terms of this Agreement to the same extent as Investor; provided that in each case, no such assignment shall relieve Investor of any of its obligations hereunder, and any such transferee may thereafter make corresponding assignments in accordance with this proviso. Any attempt by any such party to assign, transfer, delegate or sublicense any rights, duties or obligations that arise under this Agreement in violation of this Section 6.4 shall be null and void ab initio. Subject to the foregoing and except as otherwise provided herein, the provisions of this Agreement shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the parties hereto. Nothing in this Agreement, express or implied, is intended to confer on any

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Person other than the parties hereto or their respective successors and permitted assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement.

Section 6.5. Counterparts. This Agreement may be executed by facsimile in separate counterparts each of which shall be an original and all of which taken together shall constitute one and the same agreement.

Section 6.6. Remedies. (a) Each party hereto acknowledges that monetary damages would not be an adequate remedy in the event that each and every one of the covenants or agreements in this Agreement are not performed in accordance with their terms, and it is therefore agreed that, in addition to and without limiting any other remedy or right it may have, the non-breaching party will have the right to an injunction, temporary restraining order or other equitable relief in any court of competent jurisdiction enjoining any such breach and enforcing specifically each and every one of the terms and provisions hereof. Each party hereto agrees not to oppose the granting of such relief in the event a court determines that such a breach has occurred, and to waive any requirement for the securing or posting of any bond in connection with such remedy.

(b) All rights, powers and remedies provided under this Agreement or otherwise available in respect hereof at law or in equity shall be cumulative and not alternative, and the exercise or beginning of the exercise of any thereof by any party shall not preclude the simultaneous or later exercise of any other such right, power or remedy by such party.

Section 6.7. Notices. All notices and other communications required or permitted hereunder shall be in writing and shall be mailed by registered or certified mail, postage prepaid, sent by facsimile or otherwise delivered by hand, messenger or courier service addressed:

(a) if, to Investor, to:

Enterprise Networks Holdings, Inc.

50 Minuteman Road

Andover, MA 01810

Facsimile: (703) 262-3080

Attention: General Counsel

with a copy (which shall not constitute notice) to:

Wilson Sonsini Goodrich & Rosati, P.C.

650 Page Mill Road, Palo Alto, California 94304

Facsimile: (650) 493-6811

Attention: Martin Korman

                  Todd Cleary

(b) if, to the Company, to:

inContact, Inc.

7730 South Union Park Avenue, Suite 500

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Midvale, Utah 84047

Facsimile: (888) 888-9115

Attention: Gregory S. Ayers

with a copy (which shall not constitute notice) to:

Parsons Behle & Latimer

201 South Main Street

Salt Lake City, UT 84111

Facsimile: (801) 536-6111

Attention: Mark E. Lehman

Each such notice or other communication shall for all purposes of this Agreement be treated as effective or having been given (i) if delivered by hand, messenger or courier service, when delivered (or if sent via a nationally-recognized overnight courier service, freight prepaid, specifying next-business-day delivery, one business day after deposit with the courier), or (ii) if sent via mail, at the earlier of its receipt or five days after the same has been deposited in a regularly-maintained receptacle for the deposit of the United States mail, addressed and mailed as aforesaid or (iii) if sent via facsimile, upon confirmation of facsimile transfer.

Section 6.8. Governing Law. This Agreement shall be governed in all respects by the internal laws of the State of Delaware as applied to agreements entered into among Delaware residents to be performed entirely within Delaware, without regard to principles of conflicts of law.

Section 6.9. Jurisdiction. Each of the parties hereto hereby submits and consents irrevocably to the exclusive jurisdiction of the courts of the State of Delaware and the United States District Court for the District of Delaware for the interpretation and enforcement of the provisions of this Agreement. Each of the parties hereto also agrees that the jurisdiction over the person of such parties and the subject matter of such dispute shall be effected by the mailing of process or other papers in connection with any such action in the manner provided for in Section 6.7 or in such other manner as may be lawful, and that service in such manner shall constitute valid and sufficient service of process.

Section 6.10. Jury Trial. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING (WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY OTHER OF THE TRANSACTION DOCUMENTS.

Section 6.11. Interpretation. The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section references are to this Agreement unless otherwise specified. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms. The table of contents and headings contained in this Agreement are for

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reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. In this Agreement all references to “dollars” or “$” are to United States dollars.

(signature page follows)

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IN WITNESS WHEREOF, the parties hereto have executed this Investor Rights Agreement as of the date first written above.

[Signature Page to Investor Rights Agreement]