November 11, 2016
||Holders of inContact, Inc.|
||2.50% Convertible Senior Notes due 2022|
||Wells Fargo Bank, National Association,|
||150 East 42nd Street, 40th floor|
||New York, New York 10017|
||Attn: Corporate Trust Services – Administrator for inContact, Inc.|
|Re:||Notice of Anticipated Merger Event
Reference is hereby made to the Indenture,
dated as of March 30, 2015 (the “Indenture”), between inContact, Inc., a Delaware corporation (the “Company”),
and Wells Fargo Bank, National Association, a national banking association, as trustee (the “Trustee”) relating
to the Company’s 2.50% Convertible Senior Notes due 2022 (CUSIP No. 45336E AB5). Capitalized terms used herein and not otherwise
defined shall have the respective meanings set forth in the Indenture. A copy of the Indenture was filed as Exhibit 4.1 to the
Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 30, 2015.
On May 17, 2016, the Company entered into
an Agreement and Plan of Merger (the “Merger Agreement”) with NICE-Systems Ltd., a company organized under the
laws of the State of Israel (“Parent”), and Victory Merger Sub Inc., a wholly owned indirect subsidiary of Parent
(“Merger Sub”), providing for the merger of Merger
Sub with and into the Company (the “Merger”),
with the Company surviving the Merger as a wholly owned indirect subsidiary of Parent. Upon completion of the Merger, each share
of common stock, par value $0.0001 per share, of the Company (“Common Stock”) issued and outstanding immediately
prior to the completion of the Merger, other than shares subject to forfeiture restrictions and other than shares held by a stockholder
who perfects appraisal rights in accordance with Delaware law, will automatically be cancelled and converted into the right to
receive $14.00 in cash, without interest.
In accordance with Section 10.08(b)(i) of
the Indenture, the Company hereby gives notice that completion of the Merger would constitute a Merger Event under the Indenture.
Completion of the Merger remains subject to the closing conditions of the Merger Agreement. Subject to the satisfaction or waiver
of these closing conditions, the Company currently anticipates that the Merger will be completed on November 14, 2016 or soon thereafter.
The Company is providing this notice of an anticipated Merger Event solely to comply with its obligations under the Indenture.
The Company, however, is unable to give any assurances as to the actual date of the Merger Event or if it will occur at all.
As the holders of Common Stock will receive
solely cash consideration in connection with the Merger, the Company will, in connection with completion of the Merger, enter into