X0206 3 2015-06-25 0 0001322554 Xactly Corp XTLY 0001644895 Rembrandt Venture Partners II, LLC 600 MONTGOMERY STREET 44TH FLOOR SAN FRANCISCO CA 94111 0 0 1 0 0001274607 REMBRANDT VENTURE PARTNERS II L P 600 MONTGOMERY STREET 100 44TH FLOOR SAN FRANCISCO CA 94111 0 0 1 0 0001644735 Rembrandt Venture Partners Fund Two, LLC 600 MONTGOMERY STREET 100 44TH FLOOR SAN FRANCISCO CA 94111 0 0 1 0 0001438448 REMBRANDT VENTURE PARTNERS FUND TWO LP 600 MONTGOMERY STREET100 44TH FLOOR SAN FRANCISCO CA 94111 0 0 1 0 0001438549 REMBRANDT VENTURE PARTNERS FUND TWO-A LP 600 MONTGOMERY STREET 100 44TH FLOOR SAN FRANCISCO CA 94111 0 0 1 0 0001644894 Rembrandt Venture Partners Opportunities GP I, L.L.C. 600 MONTGOMERY STREET100 44TH FLOOR SAN FRANCISCO CA 94111 0 0 1 0 0001626513 REMBRANDT VENTURE PARTNERS OPPORTUNITIES FUND I, L.P. 600 MONTGOMERY STREET100 44TH FLOOR SAN FRANCISCO CA 94111 0 0 1 0 Series A Convertible Preferred Stock Common Stock 938323 I See footnote Series A Convertible Preferred Stock Common Stock 5894 I See footnote Series A Convertible Preferred Stock Common Stock 17 I See footnote Series B Convertible Preferred Stock Common Stock 370325 I See footnote Series B Convertible Preferred Stock Common Stock 72589 I See footnote Series B Convertible Preferred Stock Common Stock 217 I See footnote Series C Convertible Preferred Stock Common Stock 209761 I See footnote Series C Convertible Preferred Stock Common Stock 130990 I See footnote Series C Convertible Preferred Stock Common Stock 393 I See footnote Series D Convertible Preferred Stock Common Stock 295919 I See footnote Series D Convertible Preferred Stock Common Stock 603313 I See footnote Series D Convertible Preferred Stock Common Stock 1815 I See footnote Series D-1 Convertible Preferred Stock Common Stock 45908 I See footnote Series D-1 Convertible Preferred Stock Common Stock 93596 I See footnote Series D-1 Convertible Preferred Stock Common Stock 281 I See footnote Series F Convertible Preferred Stock Common Stock 223142 I See footnote Series F Convertible Preferred Stock Common Stock 671 I See footnote Series F Convertible Preferred Stock Common Stock 101733 I See footnote Series F Convertible Preferred Stock Warrant (right to buy) 9.83 Series F Convertible Preferred Stock 55785 I See footnote Series F Convertible Preferred Stock Warrant (right to buy) 9.83 Series F Convertible Preferred Stock 167 I See footnote Series F Convertible Preferred Stock Warrant (right to buy) 9.83 Series F Convertible Preferred Stock 25433 I See footnote The Series A Convertible Preferred Stock shall automatically convert into Common Stock on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering of common stock and has no expiration date. The reported securities are held of record by Rembrandt Venture Partners II, L.P. (RVP II). Gerald S. Casilli, a director of the Issuer, and Douglas Schrier, as the managing members of Rembrandt Venture Partners II LLC, the general partner of RVP II, share voting and dispositive power with respect to the shares held by RVP II. Messrs. Casilli and Schrier disclaim beneficial ownership of the securities reported herein, except to the extent of any individual pecuniary interest therein. The reported securities are held of record by Rembrandt Venture Partners Fund Two, L.P. (RVPF 2). Messrs. Casilli and Schrier and Scott Irwin, as the managing members of Rembrandt Venture Partners Fund Two, LLC, the general partner of RVPF 2, share voting and dispositive power with respect to the shares and warrants held by RVPF 2. Messrs. Casilli, Schrier and Irwin disclaim beneficial ownership of the securities reported herein, except to the extent of any individual pecuniary interest therein. The reported securities are held of record by Rembrandt Venture Partners Fund Two-A, L.P. (RVPF 2-A). Messrs. Casilli, Schrier and Irwin, as the managing members of Rembrandt Venture Partners Fund Two, LLC, the general partner of RVPF 2-A, share voting and dispositive power with respect to the shares and warrants held by RVPF 2-A. Messrs. Casilli, Schrier and Irwin disclaim beneficial ownership of the securities reported herein, except to the extent of any individual pecuniary interest therein. The Series B Convertible Preferred Stock shall automatically convert into Common Stock on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering of common stock and has no expiration date. The Series C Convertible Preferred Stock shall automatically convert into Common Stock on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering of common stock and has no expiration date. The Series D Convertible Preferred Stock shall automatically convert into Common Stock on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering of common stock and has no expiration date. The Series D-1 Convertible Preferred Stock shall automatically convert into Common Stock on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering of common stock and has no expiration date. The Series F Convertible Preferred Stock shall automatically convert into Common Stock on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering of common stock and has no expiration date. The reported securities are held of record by Rembrandt Venture Partners Opportunities Fund I, L.P. (RVP Opportunities). Messrs. Casilli, Schrier and Irwin, as the managing members of Rembrandt Venture Partners Opportunities GP I, LLC, the general partner of RVP Opportunities, share voting and dispositive power with respect to the shares and warrants held by RVP Opportunities. Messrs. Casilli, Schrier and Irwin disclaim beneficial ownership of the securities reported herein, except to the extent of any individual pecuniary interest therein. The Series F Convertible Preferred Stock Warrant is immediately exercisable and expires upon completion of the Issuer's initial public offering of common stock. /s/ Gerald S. Casilli, a managing member of Rembrandt Venture Partners II LLC 2015-06-25 /s/ Gerald S. Casilli, a managing member of Rembrandt Venture Partners II LLC, the general partner of Rembrandt Venture Partners II, L.P. 2015-06-25 /s/ Gerald S. Casilli, a managing member of Rembrandt Venture Partners Fund Two, LLC 2015-06-25 /s/ Gerald S. Casilli, a managing member of Rembrandt Venture Partners Fund Two, LLC, the general partner of Rembrandt Venture Partners Fund Two, L.P. 2015-06-25 /s/ Gerald S. Casilli, a managing member of Rembrandt Venture Partners Fund Two, LLC, the general partner of Rembrandt Venture Partners Fund Two-A, L.P. 2015-06-25 /s/ Gerald S. Casilli, a managing member of Rembrandt Venture Partners Opportunities GP I, LLC 2015-06-25 /s/ Gerald S. Casilli, a managing member of Rembrandt Venture Partners Opportunities GP I, LLC, the general partner of Rembrandt Venture Partners Opportunities Fund I, L.P. 2015-06-25