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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Rule 14a-101)

Filed by the Registrant  x                            Filed by a Party other than the Registrant  ¨

Check the appropriate box:

XURA, INC.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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200 Quannapowitt Parkway

Wakefield, Massachusetts 01880

July 12, 2016

Dear Stockholder,

We cordially invite you to attend the 2016 annual meeting of stockholders (the “Meeting”) of Xura, Inc., a Delaware corporation (which we refer to as “Xura” or the “Company”), to be held at the Company’s offices at 200 Quannapowitt Parkway, Wakefield, Massachusetts 01880 on August 16, 2016 at 8:00 a.m., local time.

On May 23, 2016, the Company entered into an Agreement and Plan of Merger (which we refer to as the “merger agreement”), with Sierra Private Holdings II Ltd. (which we refer to as “Parent”), and Sierra Private Merger Sub Inc., a wholly-owned subsidiary of Parent (which we refer to as “Merger Sub”). Parent and Merger Sub are affiliates of Siris Capital Group, LLC (which we refer to as “Siris”). The merger agreement provides for the acquisition by Parent of Xura through the merger of Merger Sub with and into Xura (which we refer to as the “merger”), with Xura continuing as the surviving corporation and a wholly owned subsidiary of Parent. If the merger is completed and subject to the satisfaction of certain specified conditions in the merger agreement, you will be entitled to receive $25.00 in cash, without interest, less any applicable withholding taxes (which we refer to as the “merger consideration”), for each share of our common stock owned by you immediately prior to the effective time of the merger. The merger consideration represents a premium of approximately 19.2% over the closing price of our common stock on May 20, 2016, the last trading day prior to the public announcement of the execution of the merger agreement, a premium of approximately 14.8% over the volume-weighted average closing price of a share of our common stock during the thirty days ended May 20, 2016, and a 26.0% premium over the closing price on April 14, 2016, the day before we disclosed that we were in exclusive negotiations for a potential sale of the Company to a third party for $25.00 per share.

Our board of directors has unanimously (1) determined that the merger and the other transactions contemplated by the merger agreement are in the best interests of the Company and our stockholders, (2) approved and declared advisable the merger agreement and the merger and the other transactions contemplated by the merger agreement, (3) determined that the merger consideration is fair to our stockholders and (4) recommended that our stockholders vote in favor of the adoption of the merger agreement.

Approval of the proposal to adopt the merger agreement requires the affirmative vote of holders of a majority of the outstanding shares of our common stock entitled to vote on the proposal. At the Meeting, you will also be asked to consider and vote on:

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The election of directors, the ratification of the appointment of our independent registered public accounting firm, and the approval of the proposal to adjourn or postpone the Meeting each require the affirmative vote of the holders of a majority of the shares of our common stock present and entitled to vote on the particular proposal at the Meeting, assuming a quorum is present. Our board of directors recommends that you vote “FOR” approval of the proposal to adopt the merger agreement and approve the merger and other transactions contemplated by the merger agreement and “FOR” approvals of each of the other proposals included herein.

Your vote is very important, regardless of the number of shares of our common stock you own. We cannot complete the merger unless the merger agreement is adopted by the affirmative vote of the holders of a majority of the outstanding shares of our common stock entitled to vote on the proposal. Whether or not you plan to attend the Meeting, please complete, date, sign and return, as promptly as possible, the enclosed proxy card in the accompanying postage-paid reply envelope, or submit your proxy by telephone or the Internet. If you attend the Meeting and vote in person, your vote by ballot will revoke any proxy previously submitted. If your shares of our common stock are held in “street name” by your bank, brokerage firm or other nominee, your bank, brokerage firm or other nominee will generally be unable to vote your shares of our common stock without instructions from you. You should instruct your bank, brokerage firm or other nominee to vote your shares of our common stock in accordance with the procedures provided by your bank, brokerage firm or other nominee. The failure of any stockholder to vote on the proposal to adopt the merger agreement will have the same effect as a vote “AGAINST” the merger agreement.

The accompanying proxy statement provides you with detailed information about the Meeting, the merger agreement, and the merger. A copy of the merger agreement is attached as Annex A to the proxy statement. We encourage you to read the entire proxy statement and its annexes, including the merger agreement, carefully.

If you have any questions or need assistance voting your shares, please call D.F. King & Co., Inc., our proxy solicitor assisting us in connection with the Meeting, at (877) 478-5045.

Thank you in advance for your cooperation and continued support.

Sincerely,

Philippe Tartavull

President and Chief Executive Officer

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THE MERGER, PASSED UPON THE MERITS OR FAIRNESS OF THE MERGER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED THEREBY, INCLUDING THE PROPOSED MERGER, OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE INFORMATION CONTAINED IN THE ACCOMPANYING PROXY STATEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The proxy statement is dated July 12, 2016, and is first being mailed to our stockholders on or about July 14, 2016.

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200 Quannapowitt Parkway

Wakefield, Massachusetts 01880

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held on August 16, 2016

To the Stockholders of Xura, Inc.:

Notice is hereby given that the 2016 annual meeting of the stockholders (the “Meeting”) of Xura, Inc., a Delaware corporation (“Xura” or the “Company”), will be held at the Company’s offices at 200 Quannapowitt Parkway, Wakefield, Massachusetts 01880 on August 16, 2016 at 8:00 a.m., local time, for the following purposes:

The foregoing matters are described more fully in the attached proxy statement, and we urge you to read it carefully and in its entirety.

After careful consideration, our board of directors unanimously (i) determined that the merger and the other transactions contemplated by the merger agreement are advisable and fair to, and in the best interests of, the Company and the stockholders of the Company, (ii) approved the merger agreement and the merger and the other transactions contemplated by the merger agreement, and (iii) directed that the merger agreement be submitted to the stockholders for adoption. The board of directors made its determination after consultation with its legal and financial advisors and consideration of a number of factors.

Approval of the proposal to adopt the merger agreement requires the affirmative vote of holders of a majority of the outstanding shares of our common stock entitled to vote thereon. The election of directors, the ratification of the appointment of our independent registered public accounting firm, and the approval of the proposal to adjourn or postpone the Meeting each require the affirmative vote of the holders of a majority of the shares of our common stock present and entitled to vote on the particular proposal at the Meeting, assuming a quorum is present. The board of directors recommends that you vote “FOR” approval of the proposal to adopt the merger agreement and approve the merger and other transactions contemplated by the merger agreement and “FOR” each of the other proposals included herein.

The board of directors has fixed the close of business on July 11, 2016 as the record date for determination of stockholders entitled to receive notice of, and to vote at, the Meeting and any adjournments or postponements

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thereof. You will be entitled to one vote for each share of our common stock that you owned on the record date. A complete list of our stockholders of record entitled to vote at the Meeting will be available for inspection at our principal executive offices at least ten days prior to the date of the Meeting and continuing through the Meeting for any purpose germane to the Meeting. The list will also be available at the Meeting for inspection by any stockholder present at the Meeting.

YOUR VOTE IS VERY IMPORTANT

Whether or not you plan to attend the Meeting, please complete, date, sign and return, as promptly as possible, the enclosed proxy card in the accompanying postage-paid reply envelope, or submit your proxy by telephone or the Internet. If you attend the Meeting and vote in person, your vote by ballot will revoke any proxy previously submitted. If your shares of our common stock are held in “street name” by your bank, brokerage firm or other nominee, your bank, brokerage firm or other nominee will generally be unable to vote your shares of our common stock without instructions from you. You should instruct your bank, brokerage firm or other nominee to vote your shares of our common stock in accordance with the procedures provided by your bank, brokerage firm or other nominee.

By Order of the Board of Directors,

Roy S. Luria

Executive Vice President, General Counsel and Corporate Secretary

Wakefield, Massachusetts

Dated: July 12, 2016.

If you have questions about how to vote your shares, or need additional assistance, please contact D.F. King & Co., Inc., which is assisting Xura, Inc. in the solicitation of proxies:

Important Notice Regarding the Availability of Proxy Materials for the Stockholders Meeting to be held on August 16, 2016: The Notice of Annual Meeting of Stockholders, the Proxy Statement and our 2015 Annual Report are available at www.proxyvote.com.

D.F. King & Co., Inc.

48 Wall Street, 22nd Floor

New York, New York 10005

Stockholders please call toll-free: (877) 478-5045

All others please call collect: (212) 269-5550

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This proxy statement and a proxy card are first being mailed on or about July 14, 2016 to stockholders who owned shares of our common stock as of the close of business on July 11, 2016.

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND THE MERGER

The following questions and answers are intended to address briefly some commonly asked questions regarding the merger, the merger agreement and the Meeting. These questions and answers may not address all questions that may be important to you as a stockholder of the Company. Please refer to the “Summary” and the more detailed information contained elsewhere in this proxy statement, the annexes to this proxy statement and the documents referred to or incorporated by reference in this proxy statement, which you should read carefully and in their entirety. You may obtain the information incorporated by reference in this proxy statement without charge by following the instructions under “Where You Can Find More Information.”

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If you are a U.S. holder and you exchange your shares of our common stock in the merger for cash, you will generally recognize gain or loss in an amount equal to the difference, if any, between the amount of cash received with respect to such shares and your adjusted tax basis in such shares of our common stock. Backup withholding may also apply to the cash payments paid to a non-corporate U.S. holder pursuant to the merger unless the U.S. holder or other payee provides a taxpayer identification number, certifies that such number is correct and otherwise complies with the backup withholding rules. We encourage you to read “The Merger—Material U.S. Federal Income Tax Consequences of the Merger” for a more detailed discussion of the U.S. federal income tax consequences of the merger. You should also consult your tax advisor for a complete analysis of the effect of the merger on your federal, state and local and/or foreign taxes.

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As to the withholding of Israeli taxes, the withholding will be applied in accordance with the Merger Agreement (and as described below) or in accordance with a withholding ruling that may be obtained by the Company. The following description assumes that the characterization of the entire payment to the stockholders is classified as capital gains for Israeli tax purposes. However, because of the structure of the transaction under which part of the payment for the shares is paid from the Company and part of the payment for the shares is paid by Parent, it is possible that a certain amount may be reclassified in a different manner, subjecting the selling stockholders to different tax consequences for Israeli tax purposes. Given that there is no clear guidance on this matter, you are urged to consult with your own tax advisor. The ruling is expected to prescribe the following rules:

Please see “The Merger—Material U.S. Federal Income Tax Consequences of the Merger” and “The Merger—Material Israeli Income Tax Consequences of the Merger” below for more information concerning the withholding of taxes from the merger consideration.

You should also consult your tax advisor for a complete analysis of the effect of the merger on your federal, state and local and/or foreign taxes.

Proposals 2, 3, and 4: Each of these proposals requires the affirmative vote of holders of a majority of the shares of our common stock present, in person or represented by proxy, at the Meeting and entitled to vote on the proposal.

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If your shares are held in “street name” by a bank, brokerage firm or other nominee, you are considered the beneficial owner of those shares, and your bank, brokerage firm or other nominee, or their intermediary, is considered the stockholder of record with respect to those shares. Your bank, brokerage firm or other nominee should send you, as the beneficial owner, a package with instructions and describing the procedure for voting your shares. You are invited to attend the Meeting; however, you may not vote these shares in person at the Meeting unless you obtain a “legal proxy” from the bank, brokerage firm or other nominee that is the stockholder of record for your shares of our common stock giving you the right to vote the shares at the Meeting.

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In Person. You may attend the Meeting and cast your vote there. Even if you plan to attend the Meeting, it is desirable that you vote in advance of the Meeting.

By Telephone. Call toll-free 1-800-690-6903. You also can vote by telephone by following the instructions provided on your proxy card.

By Internet. If you have Internet access, you may vote your shares from any location in the world by visiting www.proxyvote.com and entering the control number found in your Notice.

In Writing. You can vote by completing, signing, dating and returning the proxy card in the enclosed postage-paid envelope.

The telephone and Internet voting facilities for stockholders of record will close at 11:59 p.m., Eastern Time on August 15, 2016.

If your shares are held in street name through a brokerage account, bank or other nominee, you must provide your voting instructions in accordance with the voting instruction form provided by your broker, bank or other nominee. Please note that if you are a beneficial owner and wish to vote in person at the Meeting, you must provide a “legal proxy” from the bank, brokerage firm or other nominee that is the stockholder of record for your shares of our common stock giving you the right to vote the shares at the Meeting.

If you hold shares in “street name” through a bank, brokerage firm or other nominee, you should contact the bank, brokerage firm or other nominee that holds your shares for instructions on how to change your vote.

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If you own shares that are registered in your own name and return a signed proxy card or grant a proxy by telephone or the Internet, but do not indicate how you wish your shares to be voted, the shares represented by your properly signed proxy will be voted “FOR” each of the proposals to be considered at the Meeting.

If any other business properly comes before the Meeting or any adjournments or postponements thereof, the persons named as proxies will vote your shares in accordance with the recommendations of our board of directors. If you are the beneficial owner of shares and do not give voting instructions to your broker, bank or other nominee on a proposal, your shares will generally not be voted on any proposal.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement and the other documents referenced therein contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Exchange Act, with respect to the financial condition, results of operations and business of the Company and certain plans and objectives of the board of directors, and are subject to the safe harbor created thereby under the Private Securities Litigation Reform Act of 1995.

All statements other than statements of historical or current facts included in this proxy statement are forward-looking statements. Forward-looking statements often use words such as “anticipate”, “target”, “expect”, “estimate”, “intend”, “plan”, “goal”, “believe”, “will”, “may”, “should”, “would”, “could” or other words or terms of similar meaning. Such statements are based upon our current beliefs and expectations and are subject to significant risks and uncertainties. Actual results may vary materially from those set forth in the forward-looking statements.

Although the Company believes the expectations contained in its forward-looking statements are reasonable, it can give no assurance that such expectations will prove correct. Such risks and uncertainties include: risks and uncertainties related to the proposed transaction with Parent and Merger Sub including, but not limited to: (i) the risk that the proposed merger may not be completed in a timely manner, or at all, which may adversely affect the Company’s business and the price of its common stock, (ii) the failure to satisfy all of the closing conditions of the proposed merger, including the adoption of the merger agreement by the Company’s stockholders and the receipt of certain governmental and regulatory approvals in the U.S. and in foreign jurisdictions, (iii) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement, (iv) the effect of the announcement or pendency of the proposed merger on the Company’s business, operating results, and relationships with customers, suppliers and others, (v) risks that the proposed merger may disrupt the Company’s current plans and business operations, (vi) potential difficulties retaining employees as a result of the proposed merger, (vii) risks related to the diverting of management’s attention from the Company’s ongoing business operations, and (viii) the outcome of any legal proceedings that may be instituted against the Company related to the merger agreement or the proposed merger. These forward-looking statements are also qualified by, and should be read together with the “Forward-Looking Statements,” the “Risk Factors” and the other statements in the Company’s Annual Report on Form 10-K for the year ended January 31, 2016 and subsequent Quarterly Reports on Form 10-Q, in each case as filed with the SEC and available at www.sec.gov, and investors should refer to such risk factors and other statements in evaluating the forward-looking statements contained in this proxy statement (see “Where You Can Find More Information”). Unless indicated otherwise, the terms “Company,” “we,” “us,” and “our” each refer collectively to Xura, Inc. and its subsidiaries.

Readers are cautioned not to place undue reliance on forward-looking statements because actual results may differ materially from those expressed in, or implied by, the forward-looking statements. Any forward-looking statement that we make speaks only as of the date of such statement, and except as required by law, we undertake no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise. Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance, unless expressed as such, and should only be viewed as historical data.

All subsequent written or oral forward-looking statements concerning the merger or the other transactions contemplated by the merger agreement or other matters addressed in this proxy statement and attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section of this proxy statement.

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THE ANNUAL MEETING

Date, Time and Place of the Meeting

This proxy statement is being furnished to our stockholders as part of the solicitation of proxies by the board of directors for use at the Meeting to be held at the Company’s offices at 200 Quannapowitt Parkway, Wakefield, Massachusetts 01880 on August 16, 2016 at 8:00 a.m., local time.

Purpose of the Meeting

At the Meeting, holders of our common stock will be asked:

The board of directors recommends that you vote “FOR” each of the above proposals.

Our stockholders must approve the proposal to adopt the merger agreement in order for the merger to occur. If our stockholders fail to approve the proposal to adopt the merger agreement, the merger will not occur. A copy of the merger agreement is attached as Annex A to this proxy statement, which we encourage you to read carefully and in its entirety.

Record Date and Quorum

The board of directors has fixed the close of business on July 11, 2016 as the record date for determination of stockholders entitled to receive notice of, and to vote at, the Meeting and any adjournments or postponements thereof. Only holders of record of our common stock as of the close of business on the record date are entitled to receive notice of, and to vote at (in person or by proxy), the Meeting and at any adjournment or postponement thereof. As of the close of business on the record date, there were approximately 25,138,342 shares of our common stock outstanding and entitled to vote, held by approximately 3,093 holders of record. Each holder of our common stock is entitled to cast one vote on each matter properly brought before the Meeting for each share of our common stock that such holder owned as of the record date.

The presence at the Meeting, in person or represented by proxy, of the holders of a majority of the shares of our common stock issued and outstanding and entitled to vote on the record date constitutes a quorum for the transaction of business at the Meeting. Shares of our common stock represented at the Meeting but not voted, including shares of our common stock for which proxies have been received but for which stockholders have abstained, will be treated as present at the Meeting for purposes of determining the presence or absence of a quorum for the transaction of all business. Because stockholders cannot take any action at the Meeting unless a majority of the outstanding shares of common stock is represented, it is important that you attend the Meeting in person or are represented by proxy at the Meeting. If you fail to return your proxy card, submit your proxy by phone, through the Internet, or vote in person, or if you fail to instruct your bank, brokerage firm or

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other nominee to vote your shares of common stock it will have the same effect as a vote “AGAINST” approval of the proposal to adopt the merger agreement.

Attendance

Only stockholders of record, their duly appointed proxy holders and our guests may attend the Meeting. Please note that cameras, recording devices and other electronic devices will not be permitted at the Meeting.

Vote Required

Proposal 1, the approval of the proposal to adopt the merger agreement, requires the affirmative vote of the holders of a majority of the outstanding shares of our common stock entitled to vote thereon. Abstentions and broker non-votes will not be counted as votes cast in favor of the proposal to adopt the merger agreement, but will count for the purpose of determining whether a quorum is present. If you fail to return your proxy card, submit your proxy by phone, through the Internet, or vote in person, or if you fail to instruct your bank, brokerage firm or other nominee to vote your shares of common stock it will have the same effect as a vote “AGAINST” approval of the proposal to adopt the merger agreement.

Each of proposals 2, 3, and 4 requires the affirmative vote of at least a majority of the outstanding shares of our common stock, present in person or represented by proxy and entitled to vote at the Meeting. Abstentions will have no effect. If you fail to submit a proxy or vote in person at the Meeting or if you do not instruct your bank, brokerage firm or other nominee to vote your shares of our common stock, your shares of our common stock will not be voted on proposals 2, 3, and 4 but this will not have an effect on these proposals.

Voting

To ensure that your shares are represented at the Meeting, we recommend that you provide voting instructions promptly by proxy, even if you plan to attend the Meeting in person. For each of proposals 1, 2, 3, and 4 you may vote “FOR,” “AGAINST” or “ABSTAIN.”

If your shares of our common stock are registered directly in your name with our transfer agent, American Stock Transfer & Trust Company, you are considered, with respect to those shares of our common stock, the stockholder of record. This proxy statement and proxy card have been sent directly to you by the Company. As the stockholder of record, you have the right to vote, to grant your voting rights directly to the Company or to a third-party or to vote in person at the Meeting.

If you properly sign your proxy card but do not mark the boxes showing how your shares of our common stock should be voted on a matter, the shares of our common stock represented by your properly signed proxy will be voted “FOR” each of the proposals being presented at the Meeting.

If your shares are held by a bank, broker or other nominee on your behalf in “street name,” your bank, broker or other nominee will send you instructions as to how to provide voting instructions for your shares by proxy. Many banks and brokerage firms have a process for their customers to provide voting instructions by telephone or the Internet, in addition to providing voting instructions by proxy card.

Banks, brokers and other nominees who hold shares of common stock in “street name” for their customers do not have discretionary authority to vote the shares with respect to the approval of proposals 1, 2, or 4. Accordingly, if banks, brokers or other nominees do not receive specific voting instructions from the beneficial owner of such shares they may not vote such shares with respect to the adoption of the merger agreement and a “broker non-vote” will arise. Broker non-votes, if any, will be counted for purposes of determining whether a quorum is present at the Meeting. For shares of our common stock held in “street name,” only such shares affirmatively voted “FOR” proposal 1 will be counted as favorable votes for such proposal. Broker non-votes on proposal 1 will have the same effect as votes “AGAINST” proposal 1. Broker non-votes will not have any effect on proposals 2 and 4.

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Abstentions will be included in the calculation of the number of shares of our common stock represented at the Meeting for purposes of determining whether a quorum has been achieved. Abstaining from voting will have the same effect as a vote “AGAINST” proposal 1, but will have no effect on proposals 2, 3, and 4.

If you are a stockholder of record, you may have your shares of our common stock voted on matters presented at the Meeting in any of the following ways:

The telephone and Internet voting facilities for stockholders of record will close at 11:59 p.m., Eastern Time on August 15, 2016.

If you are a beneficial owner, you should receive instructions from your bank, brokerage firm or other nominee that you must follow in order to have your shares of our common stock voted. Those instructions will identify which of the above choices are available to you in order to have your shares voted. Please note that if you are a beneficial owner and wish to vote in person at the Meeting, you must provide a “legal proxy” from your bank, brokerage firm or other nominee that is the stockholder of record for your shares of our common stock giving you the right to vote the shares at the Meeting.

Please refer to the instructions on your proxy or voting instruction card to determine the deadlines for voting by telephone. If you choose to submit a proxy by mailing a proxy card, your proxy card should be mailed in the accompanying postage-paid reply envelope, and your proxy card must be filed with our Secretary by the time the Meeting begins. Please do NOT send in your stock certificate(s) with your proxy card. After the completion of the merger, a separate letter of transmittal will be mailed to you promptly, and in any event within three business days, that will enable you to receive the merger consideration in exchange for your stock certificate(s). If your shares of our common stock are held in “street name” through a bank, brokerage firm or other nominee, you should contact your bank, brokerage firm or other nominee for instructions as to how to effect the surrender of your “street name” shares of our common stock in exchange for the merger consideration.

If you vote by proxy, regardless of the method you choose to vote, the individuals named on the enclosed proxy card, and each of them, with full power of substitution, will vote your shares of our common stock in the way that you indicate. When completing the telephone process, Internet process, or the proxy card, you may specify whether your shares of our common stock should be voted for or against or to abstain from voting on all, some or none of the specific items of business to come before the Meeting.

If you have any questions or need assistance voting your shares, please call D.F. King & Co., Inc., our proxy solicitor assisting us in connection with the Meeting, at (877) 478-5045.

YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES OF OUR COMMON STOCK YOU OWN. IT IS IMPORTANT THAT YOU ATTEND THE MEETING IN PERSON OR ARE REPRESENTED BY PROXY AT THE MEETING. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE COMPLETE, DATE, SIGN AND RETURN, AS

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PROMPTLY AS POSSIBLE, THE ENCLOSED PROXY CARD IN THE ACCOMPANYING POSTAGE-PAID REPLY ENVELOPE, OR SUBMIT YOUR PROXY BY TELEPHONE OR THE INTERNET. IF YOU WILL ATTEND THE MEETING AND VOTE IN PERSON, YOUR VOTE BY BALLOT WILL REVOKE ANY PROXY PREVIOUSLY SUBMITTED.

A discussion regarding the shares of our common stock beneficially held by the directors and executive officers of the Company can be found under the heading “Security Ownership of Certain Beneficial Owners and Management.” The directors and executive officers have informed the Company that they currently intend to vote all such shares of our common stock “FOR” each of the proposals included in this proxy.

Revocation of Proxies

You have the right to revoke a proxy, whether delivered by telephone, the Internet, or by mail, at any time before it is exercised, by filing a notice of revocation to our Secretary, which must be filed with the Secretary by the time the Meeting begins, by filing a duly executed proxy card or voting instruction form bearing a later date, by submitting a later dated proxy or providing new voting instructions by telephone, the Internet, or by attending the Meeting and voting in person. Written notice of revocation should be mailed to: Xura, Inc., Attention: Secretary, 200 Quannapowitt Parkway, Wakefield, Massachusetts 01880. If you hold shares in “street name” through a bank, brokerage firm or other nominee, you should contact the bank, brokerage firm or other nominee that holds your shares for instructions on how to change your vote.

Adjournments or Postponements

Although it is not currently expected, the Meeting may be adjourned or postponed for the purpose of soliciting additional proxies if there are insufficient votes at the time of the Meeting to approve the proposal to adopt the merger agreement or if a quorum is not present at the Meeting. Approval of the proposal to adjourn or postpone the Meeting, if necessary or appropriate, for the purpose of soliciting additional proxies if there are insufficient votes at the time of the Meeting to approve the proposal to adopt the merger agreement or if a quorum is not present at the Meeting, requires the affirmative vote of a majority of the stockholders present, in person or represented by proxy, and entitled to vote at the Meeting, whether or not a quorum is present without notice other than announcement at the Meeting. Any adjournment or postponement of the Meeting for the purpose of soliciting additional proxies will allow the Company’s stockholders who have already sent in their proxies to revoke them at any time prior to their use at the Meeting as adjourned or postponed.

Solicitation of Proxies; Payment of Solicitation Expenses

The expense of printing and mailing proxy materials and the solicitation of proxies will be borne by us. The Company will also reimburse banks, brokers or their agents for their expenses in forwarding proxy materials to beneficial owners of our common stock. Our directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

Questions and Additional Information

If you have any questions or need assistance voting your shares, please call D.F. King & Co., Inc., our proxy solicitor assisting us in connection with the Meeting, at (877) 478-5045.

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THE MERGER

This discussion of the merger is qualified in its entirety by reference to the merger agreement, which is attached to this proxy statement as Annex A. You should read the entire merger agreement carefully and in its entirety as it is the legal document that governs the merger.

The merger agreement provides that Merger Sub will merge with and into the Company. The Company will be the surviving corporation in the merger. As a result of the merger, the Company will cease to be a publicly traded company and will become a wholly owned subsidiary of Parent. You will not own any shares of the capital stock of the surviving corporation.

The Parties to the Merger

The Company

Xura, Inc.

200 Quannapowitt Parkway

Wakefield, Massachusetts 01880

Telephone: (781) 246-9000

Xura, Inc., a Delaware corporation, is a global provider of digital communications solutions for communication service providers, or CSPs, enterprises and application providers. Our digital communications solutions are designed to enhance CSPs’ ability to address evolving market trends with the simplification and modernization of networks, as well as to create monetizable services with both existing and emerging technologies, such as voice over long-term evolution, rich communication services, credit orchestration, internet protocol (IP) messaging and web real-time communications. We also provide solutions for messaging security, network signaling security, data analytics, and machine-to-machine messaging. We continue to offer traditional value-added services, or VAS, solutions, including voicemail, visual voicemail, call completion, short messaging service, multimedia picture and video messaging and IP-messaging designed to provide CSPs the ability to augment their networks with emerging products and solutions to address opportunities provided by new types of devices, technologies, and multi-device user experiences. In addition, we offer CSPs innovative monetization solutions using messaging as transport to exchange billing credits between subscribers, primarily in prepaid markets. Our enterprise solutions are designed to accelerate our enterprise customers’ shift towards mobile-enablement and to improve their customer engagement. These solutions include secure enterprise application-to-person messaging, two-factor authentication and developer tools for customized service creation.

Most of our solutions can be delivered via the cloud, in a “software-as-a-service” model, allowing us to speed up deployment and permit rapid introduction of additional services.

The Company was incorporated in the State of Delaware in November 1997. In September 2015, the Company changed its name from Comverse, Inc. to Xura, Inc.

Shares of the Company’s common stock are listed with, and trade on, NASDAQ under the symbol “MESG.” Our corporate website address is www.xura.com. The information provided on our website is not part of this proxy statement and is not incorporated in this proxy statement by reference hereby or by any other reference to our website provided in this proxy statement.

For additional information about the Company included in documents incorporated by reference into this proxy statement, see the section entitled “Where You Can Find More Information.”

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Parent

Sierra Private Holdings II Ltd.

c/o Siris Capital Group, LLC

601 Lexington Ave, 59th Floor

New York, New York 10022

Telephone: 212-231-0095

Sierra Private Holdings II Ltd., a private limited company incorporated under the laws of England and Wales (“Parent”), was formed by an affiliate of Siris for the purpose of entering into the merger agreement and completing the merger and the other transactions contemplated by the merger agreement. Parent has not engaged in any business except for activities incidental to its formation and as contemplated by the merger agreement.

Merger Sub

Sierra Private Merger Sub Inc.

c/o Siris Capital Group, LLC

601 Lexington Ave, 59th Floor

New York, New York 10022

Telephone: 212-231-0095

Sierra Private Merger Sub Inc., a Delaware corporation (“Merger Sub”), was formed by Parent for the purpose of entering into the merger agreement and completing the merger and the other transactions contemplated by the merger agreement. Merger Sub is a wholly owned subsidiary of Parent and has not engaged in any business except for activities incidental to its formation and as contemplated by the merger agreement. Upon the completion of the merger, Merger Sub will cease to exist and the Company will continue as the surviving corporation.

Merger Consideration

In the merger, each issued and outstanding share of our common stock (other than Dissenting Shares and shares of our common stock held by the Company, Parent, Merger Sub, or any direct or indirect wholly-owned subsidiary of either the Company or Parent) will be cancelled and retired and shall cease to exist and shall thereafter represent only the right to receive the merger consideration in cash in an amount equal to $25.00 per share, without interest and less any applicable withholding taxes. After the merger is completed, you will have the right to receive the per share merger consideration, but you will no longer have any rights as a stockholder (except that stockholders who properly exercise their appraisal rights will have the right to receive a payment for the “fair value” of their shares as determined pursuant to an appraisal proceeding as contemplated by the DGCL). See “The Merger Agreement—Appraisal Rights.”

Anticipated Date of Completion of the Merger

We are working towards completing the merger as soon as possible. Assuming timely receipt of required regulatory approvals and satisfaction of other closing conditions, including the approval by our stockholders of the proposal to adopt the merger agreement, we anticipate that the merger will be completed in the third fiscal quarter of 2016. If our stockholders vote to approve the proposal to adopt the merger agreement, the merger will become effective as promptly as practicable following the satisfaction or waiver of a number of conditions to the merger, subject to the terms of the merger agreement. See “The Merger Agreement—Closing and Effective Time of the Merger.”

Background of the Merger

Over the years, as part of the Company’s strategic planning process, the board of directors regularly reviewed the Company’s near-term and long-term strategy, performance, positioning and operating prospects. As part of this ongoing process, the board of directors also regularly reviewed the competitive landscape of the Company’s markets, including consolidation in the industry and the entry of new competitors and new competitive offerings

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from existing competitors. These reviews included, from time to time, consideration of potential strategic alternatives to enhance stockholder value, including a sale transaction.

In October 2013, senior members of the Company’s management, including Philippe Tartavull, the Company’s President and Chief Executive Officer (whom we refer to as “Mr. Tartavull”), first had contact with representatives of Siris regarding a potential transaction, and a confidentiality agreement with Siris was executed, although details of valuation and transaction structure were not addressed. Over the course of the following year, several management meetings between the Company and Siris took place.

On January 7, 2015, Siris sent the Company a letter setting forth a non-binding indication of interest to acquire all the common stock of the Company at a price of $24.00 per share. Upon receipt of the preliminary indication of interest, Mr. Tartavull informally contacted members of the board of directors, including the Company’s Chairman of the board of directors, Henry Nothhaft (whom we refer to as “Mr. Nothhaft”), to discuss the indication of interest.

On January 13, 2015, the board of directors held a meeting at which it considered Siris’ proposal to acquire the Company for $24.00 per share in comparison to the proposals received in connection with the acquisition of the Company’s billing systems and support business (which refer to as the “BSS Business”) from Amdocs Limited, the eventual acquirer of the BSS Business, and another bidder. After being presented with the merits and risks attributable to each transaction, the board of directors directed management to continue to pursue all transactions. In addition, the board of directors resolved to engage Goldman Sachs as the Company’s investment banking firm with respect to such transactions.

During the months of January and February 2015, the Company held due diligence sessions with Siris regarding the sale of the entire Company and with Amdocs Limited and the third bidder for the sale of the BSS Business. While the discussions and due diligence with Siris and the other bidder for the BSS Business consisted of a single session mostly focused on financial due diligence, the Company and Amdocs engaged in multiple extensive financial, accounting, tax, regulatory and legal due diligence sessions attended by a large number of team participants from both companies that were conducted in-person and via teleconference.

In February 2015, Siris, the Company and representatives of their advisors held limited discussions regarding the proposed price per share. As part of these discussions, Siris reduced its offer price to a range of $20.00 to $22.00 per share. Siris explained that it reduced the offer price in light of the execution risks attendant to the Company’s business which it deemed to be significant. Siris noted that these risks included the sizable expected negative operating cash flows of the Company for the three months ended April 30, 2015 and the decline in product bookings projections compared to the management’s projections provided to Siris in December 2014. Siris also noted that its offer was dependent on a turnaround in the product bookings trend and requested that the Company present a plan for achieving challenging levels of EBITDA.

On February 11, 2015, the board of directors held a meeting at which it was provided with an update on the progress of the due diligence process and the negotiations of the various proposed transactions with the various parties. At the meeting, the board of directors considered the price, execution certainty and the other risks attendant to each transaction and bidder. The board of directors also considered the risks attributable to the Company and its stand-alone business. The board of directors decided to reject Siris’ reduced offer price based on its evaluation of the various considerations presented at the meeting, including the high level of engagement in active discussions exhibited by Amdocs Limited, the higher enterprise and market valuation that would be attributable to the Company following a sale of the BSS Business at the then proposed price by Amdocs Limited, the level of progress made in the negotiations with the various parties as of that date, a shorter period to sign and close the transaction with Amdocs Limited compared to the expected timeline to close a transaction with Siris, the challenges Siris, as a private equity firm, would face in acquiring the Company in light of the Company’s then near-term cash flow projections, the fact that Amdocs Limited committed to using cash on hand to finance a transaction compared to Siris which indicated that it would rely on external debt financing sources to finance a significant portion of the purchase price, the liabilities that would remain with the Company following the sale of the BSS Business (including restructuring, escrow, indemnities and potential value clawbacks), the effort

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involved in creating carve-out financial statements and the complexity and execution risk involved in separating the Company’s BSS Business from the Digital Services business and loss of synergies that would be expected to result from the separation of such businesses.

On February 19, 2015, Mr. Tartavull notified Frank Baker, one of Siris’ Managing Partners (whom we refer to as “Mr. Baker”), that a proposed purchase price of $22.00 per share would not be acceptable to the Company and invited Mr. Baker to improve Siris’ offer price. Subsequent to the discussion between Messrs. Baker and Tartavull, Siris notified the Company and Goldman Sachs that it would not raise its offer price. Accordingly, discussions relating to a potential transaction between the Company and Siris discontinued until Siris re-engaged with the Company in October 2015. During this time, the Company announced and completed its global strategic partnership with Tech Mahindra (which specializes in digital transformation, consulting and business re-engineering, particularly in the global technology industry), the divestiture of its BSS Business to Amdocs Limited, and its acquisition of Acision Limited (which specializes in secure mobile messaging and engagement services).

On October 19, 2015, Siris sent the Company an unsolicited letter setting forth a non-binding indication of interest to acquire the Company at a price of $30.00 to $32.50 per share representing, a 16% to 26% premium over the Company’s closing price of $25.78 on October 16, 2015 and a 33% to 44% premium over the Company’s volume-weighted average closing price for the prior 30 trading days. The non-binding indication of interest stated that Siris believed that it would be able to complete its due diligence review, obtain satisfactory financing commitments and negotiate and sign a definitive agreement within four to six weeks. The preliminary indication of interest also noted that Siris believed a pre-signing market check by the Company was unnecessary, but that Siris was prepared to agree to a limited post-signing “go-shop” period. Upon receipt of the preliminary indication of interest, Mr. Tartavull informally contacted members of the board of directors, including Mr. Nothhaft, to discuss Siris’ renewed interest.

On October 22, 2015, the board of directors held a meeting during which it discussed Siris’ non-binding indication of interest. Members of the Company’s senior management and, at the Company’s request, representatives of DLA Piper LLP (US) (which we refer to as “DLA Piper”), outside legal counsel to the Company, also attended the meeting. Representatives of DLA Piper reviewed with the board of directors its fiduciary duties in the context of a proposed transaction. Following discussions, the board of directors authorized management to communicate to Siris that it appreciated Siris’ continued interest in the Company, but that the Company was not for sale and, based on a preliminary evaluation by management, the offer was inadequate.

As a result of the feedback provided to Siris, Siris asked to engage in a dialogue with senior members of the Company’s management and review non-public financial information to determine if there was support for an increased offer price. The Company provided initial financial projections and forecasts.

On October 29, 2015, Mr. Tartavull, Mr. Jacky Wu, the Company’s chief financial officer (whom we refer to as “Mr. Wu”), and other members of the Company’s senior management met with representatives of Siris and reviewed the financial projections, specific cost saving initiatives and the status of the Company’s net operating losses. Later that day, Siris sent the Company a letter setting forth a revised non-binding indication of interest to acquire the Company at a price of $35.00 per share, reflecting an 8% to 17% premium over the prior range of $30.00 to $32.50 per share set forth in its prior non-binding indication of interest. This proposed price represented a 34% premium to the Company’s closing price of $26.15 on October 28, 2015 and a 46% premium over the Company’s volume-weighted average closing price for the prior 30 trading days of $23.96.

Siris also requested exclusive access to management for a four to six-week period to finalize its due diligence, obtain financing commitments and negotiate definitive agreements. The other key elements contained in the revised indication of interest were consistent with the prior indication of interest. Upon receipt of the revised indication of interest, Mr. Tartavull informally contacted other members of the board of directors, including Mr. Nothhaft, to discuss the revised indication of interest.

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On November 5, 2015, the board of directors held a meeting to discuss the terms and conditions of Siris’ revised indication of interest. Members of the Company’s senior management and representatives of DLA Piper and Goldman Sachs attended the meeting. The board of directors discussed the engagement of Goldman Sachs as the Company’s financial advisor and agreed to engage Goldman Sachs as the Company’s financial advisor, noting that Goldman Sachs is an internationally recognized investment banking firm with substantial experience in transactions of the nature proposed as well as in acting as an advisor for the Company. After additional discussion, the board of directors authorized senior management to continue discussions with Siris regarding a potential transaction and to provide additional due diligence information to Siris; however, it declined Siris’ request for exclusivity.

On November 17, 2015, representatives of the Company and Siris held due diligence sessions in New York, New York.

On November 18, 2015, the board of directors held a meeting attended by members of the Company’s senior management and representatives of DLA Piper to review the recent discussions with representatives of Siris regarding the terms and financial aspects of Siris’ proposal. Representatives of DLA Piper reviewed with the board of directors its fiduciary duties in the context of a proposed transaction. Members of the Company’s senior management advised the board of directors that Siris was expected to provide a letter evidencing its ability to finance the proposed transaction and confirm the key aspects of its offer.

On November 24, 2015, at the direction of the Company, representatives of Goldman Sachs held discussions with representatives of Siris during which Goldman Sachs requested Siris to reaffirm its revised indication of interest prior to the meeting of the Company’s board of directors scheduled for December 3, 2015. The Company’s common stock closed at $24.92 per share on such date.

On December 1, 2015, at the direction of the Company, representatives of Goldman Sachs held discussions with representatives of Siris to review certain specific diligence areas such as performance relative to expectations, cash billings for 2015 and the progress of the Company’s cost cutting initiatives.

On December 2, 2015, Siris sent the Company a letter reaffirming its October 29, 2015 indication of interest in acquiring the Company at a price of $35.00 per share and requesting a four to six-week exclusivity period to complete more significant, confirmatory due diligence, obtain satisfactory financing commitments and negotiate and sign a definitive agreement. Siris indicated that the exclusivity period could commence following the Company’s scheduled December 10, 2015 earnings announcement, when it was expected that management could devote additional time and resources to the sales process.

On December 3, 2015, the board of directors held a meeting to discuss Siris’ indication of interest. The meeting was attended by members of the Company’s senior management and representatives of DLA Piper and Goldman Sachs, who were present for certain portions of the meeting. The representatives of Goldman Sachs discussed with the board of directors the terms of Siris’ revised indication of interest, including the proposed purchase price of $35.00 per share, Siris’ request for exclusivity and Siris’ preliminary plans for and risks associated with Siris’ ability to finance the transaction. The board of directors discussed the risks and benefits of conducting a market check prior to signing a definitive agreement and received input from senior management of the Company and the Company’s legal and financial advisors on this matter. After discussion, representatives of Goldman Sachs reviewed its preliminary financial analysis of the proposed transaction, and the board of directors instructed Goldman Sachs to work with the Company’s senior management to consider other potential parties to contact in connection with a potential market check of the transaction. The board of directors authorized the establishment of an ad hoc committee of the board of directors for convenience purposes, consisting of Mr. Nothhaft, as chair, Mr. Tartavull and Matthew Drapkin (which we refer to as the “Strategic Committee”), to review, evaluate and negotiate the terms of a potential transaction with Siris and to make certain decisions between meetings of the board of directors. The board of directors authorized the management to continue discussions with Siris regarding a potential transaction on a non-exclusive basis.

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On December 7, 2015, at the direction of the Company, representatives of Goldman Sachs held discussions with representatives of Siris to discuss the board of directors’ decision to decline Siris’ request for exclusivity and to provide a more detailed diligence process after the Company completed the filing of its Form 10-Q for the fiscal third quarter ended October 31, 2015.

On December 15, 2015, the Company announced preliminary results for its fiscal third quarter ended October 31, 2015 and a delay in the filing of the Company’s Form 10-Q for the fiscal third quarter ended October 31, 2015, which was subsequently filed on December 28, 2015. The Company’s common stock closed at $22.53 per share on the date of announcement of the filing delay.

On January 7, 2016, at the direction of the Company, representatives of Goldman Sachs held discussions with representatives of Siris to discuss due diligence matters and the contemplated financing structure for the transaction. Mr. Tartavull and Mr. Baker discussed the status of Siris’ due diligence review and the timeline for announcing a transaction.

On January 12, 2016, representatives of the Company and Siris held additional due diligence sessions in New York.

On January 15, 2016, the Company granted representatives of Siris and its advisors access to an electronic data room that had been established for the purpose of sharing information with Siris (and other potentially interested parties) to facilitate its due diligence review of the Company.

On January 19, 2016, at the direction of the Company, representatives of Goldman Sachs held discussions with representatives of Siris to discuss due diligence matters related to the Company’s expected fiscal year 2015 performance and estimated product bookings for fiscal year 2016.

From January 20, 2016 to January 22, 2016, management of the Company and Siris held management presentations on the Company and additional due diligence sessions in London.

During the week of January 25, 2016, representatives of Goldman Sachs worked with Company management and the board of directors to finalize a list of nine other potential parties that might have an interest in acquiring the Company, five of which were potential financial buyers and four of which were potential strategic buyers. Goldman Sachs was directed to contact those parties to assess their interest in a transaction with the Company.

On January 27, 2016, representatives of Goldman Sachs reached out to the nine potential bidders. One potential strategic buyer and three potential financial buyers executed non-disclosure agreements.

On February 8, 2016, the potential strategic buyer, following a presentation by management of the Company, decided not to move forward in the process due to the Company’s ongoing efforts to reduce its cost structure and the risks associated with those efforts. This potential buyer did, however, express interest in exploring the possibility of acquiring the Company’s enterprise portfolio. The Company determined not to engage in discussions regarding the sale of the Company’s enterprise portfolio at that time, and no further communications between the Company and the potential strategic buyer took place thereafter.

From February 10, 2016 to February 25, 2016, the Company made management and financial presentations to two of the remaining potential financial buyers. The third financial buyer did not attend any financial presentations or submit any offers for the Company.

On February 17, 2016, the Company’s common stock closed at $19.12 per share.

On February 18, 2016, Siris advised Goldman Sachs that it intended to submit a revised indication of interest based on the negative findings in the due diligence Siris had conducted since its December 2, 2015 letter. Siris

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noted that it was planning to revise its proposal downward based on the reduced go-forward outlook of the business, cash flow projections, the risks to achievement of the Company’s targets, feedback from potential financing sources and concerns about historic and pending liabilities, including tax liabilities and legal contingencies.

On February 25, 2016, Siris sent the Company a letter setting forth a further revised non-binding indication of interest to acquire the Company at a reduced purchase price of $28.00 per share, reflecting a 20% reduction to the prior offer price of $35.00 per share, based on the concerns identified to Goldman Sachs by Siris on February 18, 2016. However, the proposed price represented a 50% premium to the Company’s closing price of $18.64 on February 24, 2016. The other key elements contained in the revised indication of interest were consistent with the previously received indications of interest, including a renewed request for exclusivity and willingness to allow a limited post-signing “go-shop” as a condition to its proposal. Upon receipt of the revised indication of interest, Mr. Tartavull informally contacted other members of the Strategic Committee, including Mr. Nothhaft, to discuss the revised indication of interest.

On February 28, 2016, at the direction of the Company, representatives of Goldman Sachs held discussions with one of the remaining potential financial buyers. The buyer indicated that based on its due diligence review conducted to date it would be unable to offer a reasonable premium and that it would not move forward in the bidding process. No further discussions were held with such party thereafter.

On February 29, 2016, the board of directors held a meeting to discuss Siris’ revised indication of interest. The meeting was attended by members of the Company senior management and representatives of DLA Piper and Goldman Sachs, who were present for certain portions of the meeting. The representatives of DLA Piper reviewed with the board of directors the terms of Siris’ revised indication of interest, including the proposed purchase of $28.00 per share, the proposed “go-shop” period, Siris’ request for exclusivity, and other terms of the potential transaction, including potential termination fees. The board of directors then discussed the Company’s actions over recent years to remain competitive in the industry, to enhance stockholder value and to expand its business. The board of directors discussed the competitive landscape in the industry. The board of directors reviewed management’s revised financial projections and forecasts, which included downward adjustments to reflect, among other items, underperformance across Acision’s legacy digital communications business and the monetization and enterprise businesses. Following the meeting, these revised financial projections and forecasts were provided to Siris. Representatives of Goldman Sachs reviewed its preliminary financial analysis of the proposed transaction. Representatives of Goldman Sachs discussed with the board of directors the results of the market check and that only one potential financial buyer expressed a willingness to submit an indication of interest, but had not yet submitted a proposal. The board of directors discussed potential alternatives to a transaction with Siris, including continuing to execute the Company’s strategic transformation plan. The board of directors then discussed the terms of the revised indication of interest, including the offer price, the proposed “go-shop” period and Siris’ request for exclusivity. The board of directors authorized management to negotiate, as conditions to the grant of exclusivity, the length of the “go-shop” period and the amount of the termination fees that would be payable by the Company and Siris under the merger agreement. The independent directors then met in executive session to further discuss the terms of the proposed transaction.

From March 7, 2016 to March 11, 2016, representatives of the Company and Siris held management presentations and due diligence sessions in London.

On March 12, 2016, Siris provided letters from two financing sources indicating that they were highly confident in their ability to finance the transaction.

On March 13, 2016, the remaining potential buyer contacted during the market check process provided Goldman Sachs with a verbal indication of interest in the range of $26.00 to $27.00 per share, but indicated that significant diligence would be required to confirm that preliminary price range. At the direction of the Company, representatives of Goldman Sachs indicated that the offering price would need to be $28.00 per share or higher

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and that diligence would need to be completed on an expedited time frame. At this point the buyer indicated it would be unable to support an offer at the indicated level and that it would not move forward in the bidding process. No further discussions took place with the potential financial buyer thereafter until the Go-Shop Period.

On March 14, 2016, Siris provided a letter reiterating the $28.00 per share non-binding indication of interest based on additional work conducted to date and requested that the board of directors enter into an exclusivity arrangement through April 8, 2016 (subject to automatic, successive two week extensions if not otherwise terminated by either party).

On March 15, 2016, the board of directors held a meeting and authorized DLA Piper to send the initial draft of the merger agreement to Sidley Austin LLP (“Sidley”), Siris’ outside legal counsel. Following the board of directors meeting, DLA Piper distributed an initial draft of the merger agreement to Sidley. The board of directors discussed Siris’ request for exclusivity and authorized management to enter into an exclusivity arrangement with Siris until April 8, 2016. The board of directors then confirmed its decision at an earlier board of directors meeting to formally engage Goldman Sachs as the Company’s financial advisor, approving entry into a customary engagement letter.

On March 16, 2016, the Company and Siris entered into an agreement providing exclusivity through April 8, 2016 (subject to automatic, successive two week extensions if not otherwise terminated by either party).

From March 15, 2016 through March 30, 2016, representatives of the Company, Siris, DLA Piper and Sidley conducted numerous legal due diligence calls regarding finance, tax, indebtedness, employment matters, litigation, intellectual property, compliance, and recent corporate transactions. On March 24, 2016, at the direction of the Company, representatives of Goldman Sachs held discussions with representatives of Siris to discuss potential issues raised during the diligence review by Siris. Siris expressed concern over weakness in Acision’s performance in the second half of fiscal year 2015 and softness in operating performance in the first weeks of fiscal year 2016. Siris also expressed concerns regarding the Company’s outstanding litigation and potential cash tax liabilities, which Siris was able to understand in greater detail through its due diligence. Based on its concerns, Siris indicated that it may not be able to offer a purchase price greater than $24.00 per share.

On March 24, 2016, Mr. Tartavull and Mr. Baker discussed the status of Siris’ due diligence review and, if agreed upon, the timeline for announcing a transaction.

On March 25, 2016, representatives of the Company and Siris discussed financial and corporate governance matters.

On March 27, 2016, Sidley sent DLA Piper a revised draft of the merger agreement.

Between March 29, 2016 and March 31, 2016, legal, accounting, tax and financial diligence meetings were held in New York between members of the Company’s management and Siris. These sessions included representatives from Siris as well as its financial and tax advisors, KPMG. The information provided to Siris in these sessions involved details regarding accounting trial balances, 2016 fiscal year budgets, cash flow and liquidity, litigation and tax liabilities and assets.

On April 5, 2016, DLA Piper sent Sidley a revised draft of the merger agreement as well as an initial draft of the Company’s disclosure schedules.

On April 6, 2016, representatives of Siris contacted Mr. Tartavull and said that in light of the due diligence findings, Siris would not be able to support the pricing previously offered. Subsequent discussions were held that day by representatives of Goldman Sachs, at the direction of the Company, who reported that Siris reiterated that it may not be able to offer more than $24.00 per share.

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On April 6, 2016, the board of directors held a meeting to discuss the sale process, the status of Siris’ diligence process and the Company’s business performance. The meeting was attended by members of the Company senior management and representatives of DLA Piper and Goldman Sachs, who were present for certain portions of the meeting. The board of directors discussed the competitive landscape in the industry, the concerns raised by Siris in its diligence review, and Siris’ indication that it may not be able to offer a purchase price greater than $24.00 per share. Management advised the board of directors that it may not be able to timely file the Company’s annual report on Form 10-K for the year ended January 31, 2016. After discussion of the Company’s performance and prospects, Goldman Sachs was authorized to disclose the potential delay in the Company’s filing with the SEC of its Form 10-K beyond April 15, 2016 and discuss with Siris its continued level of interest in the Company in light of such delay and the pending exclusivity deadline. In addition, based on management’s business presentation, Mr. Wu was asked to reevaluate the annual forecast and guidance for fiscal year 2016. Following discussion, the board of directors directed Goldman Sachs to continue to engage with Siris but not conclude on pricing until the board of directors is provided with and approves new forecast information.

In April 2016, the Company provided Siris with further revisions to the Company’s financial projections and forecasts, which included further downward adjustments to reflect, among other items, continued underperformance across Acision’s legacy digital communications business and the Company’s monetization and enterprise businesses.

From April 6, 2016 through April 9, 2016, at the direction of the Company, representatives of Goldman Sachs held discussions with Siris regarding pricing.

On April 9, 2016, Siris verbally communicated to Goldman Sachs a further revised non-binding indication of interest by Siris to acquire all of the Company common stock at a price of $24.75 per share. This proposed price represented a 31% premium over the Company’s closing price of $18.94 on April 8, 2016 and a 26% premium over the Company’s volume-weighted average closing price for the prior 30 trading days. Siris noted in the revised indication of interest that it was revising its proposal due to a material decline in projected cash, the continued underperformance of Acision’s legacy digital communications business and the Company’s monetization and enterprise businesses, exclusion of accrued bonuses from Company projections, and potentially significant cash tax liabilities and litigation liabilities. Siris indicated that it believed the revised offer was necessary in light of the quantified impact of the identified diligence issues. The other key elements reflected in the revised indication of interest were consistent with the previously received indications of interest. Upon notification of the revised indication of interest, Mr. Tartavull informally contacted other members of the Strategic Committee, including Mr. Nothhaft, to discuss the revised indication of interest.

On April 12, 2016, the board of directors held a meeting to discuss Siris’ revised indication of interest relative to management’s revised projections. The meeting was attended by members of the Company senior management and representatives of DLA Piper and Goldman Sachs, who were present for certain portions of the meeting. Representatives of DLA Piper and Goldman Sachs reviewed with the board of directors the terms of Siris’ revised indication of interest. The board of directors then discussed the lowered management projections and the concerns raised in Siris’ revised indication of interest regarding a material decline in projected cash, exclusion of accrued bonuses from Company projections, and potentially significant cash tax liabilities and litigation liabilities. The board of directors discussed the terms of the revised indication of interest, including the price.

At the direction of the board of directors, representatives of Goldman Sachs held discussions with representatives of Siris regarding the revised indication after the board of directors meeting. At the direction of the board, representatives of Goldman Sachs relayed that, in order to extend exclusivity, Siris needed to raise its offer price to $25.00 per share. On April 14, 2016, Siris agreed to increase its offer price from $24.75 per share to $25.00 per share.

On April 15, 2016, the Company and Siris entered into an amended and restated exclusivity agreement which extended the exclusivity period through May 2, 2016, which period would be automatically extended by successive two (2) week periods unless either the Company or Siris provided written notice to the contrary to the other party prior to the commencement of any such period.

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On April 15, 2016, the Company announced preliminary results for the fiscal year ended January 31, 2016, lowered its 2016 guidance, and disclosed a delay in the filing of the Company’s Form 10-K for the fiscal year ended January 31, 2016, which was subsequently filed on May 23, 2016. The Company also announced it entered exclusive negotiations for the potential sale of the Company to a third party at a purchase price of $25.00 per share in cash. The closing price of the Company’s shares on April 14, 2016, one day prior to the Company’s announcement that it was in exclusive negotiations for a potential sale of the Company for $25.00 per share, was $19.84. The Company filed a notification of late filing disclosing a delay in the filing of its Annual Report on Form 10-K for the fiscal year ended January 31, 2016.

From April 15, 2016 until the transaction was announced, the Company and its representatives continued negotiating with Siris and its representatives and provided additional due diligence information at the request of Siris, with a view to securing the most favorable terms possible in the merger agreement and the related transaction documents.

On May 2, 2016, the Company amended its notification of late filing for its Form 10-K and reaffirmed in that filing that the Company remained in exclusive negotiations for the sale of the Company at a purchase price of $25.00 per share in cash. The Company extended the exclusivity period with Siris until May 16, 2016.

On May 10, 2016, Siris sent the Company initial drafts of the forms of documents related to the proposed debt financing for the transaction, including the debt commitment letter from Cerberus Business Finance, LLC. Siris also sent a revised draft merger agreement seeking to omit the go-shop provisions, or shorten the Go-Shop Period from 45 days to 30 days, in light of the fact that the Company had announced on April 15, 2016 that it was in exclusive negotiations for a sale to a third party and that such disclosure also included the purchase price of $25.00 per share.

On May 19, 2016, the board of directors held a special meeting to receive an update on the terms of the transaction from the last update provided to the board of directors. Representatives of DLA Piper provided an overview of the principal terms of the transaction, including the draft equity and debt commitments received and Siris’ request for a withholding tax ruling in Israel. They also discussed open items being negotiated and noted that the Company took a firm position to refute Siris’ request to eliminate the Go-Shop Period or at least shorten the Go-Shop Period from 45 days to 30 days. In addition, the representatives of DLA Piper provided the board of directors with an overview of the board of directors’ fiduciary duties, and the procedures that the Company proposed to implement to maximize shareholder value. Representatives of Goldman Sachs reviewed its preliminary financial analysis of the transaction, the parties that representatives of Goldman Sachs intended to contact as part of the go-shop process, the termination fees in the merger agreement, and the sources and uses of the transaction.

On May 20, 2016, the last trading day before the announcement of the merger agreement, the closing price of the Company shares was $20.98.

On May 22, 2016, the board of directors convened a meeting to receive an update since the May 19, 2016 meeting of the board of directors and consider the proposed transaction. Members of the Company’s senior management and representatives of DLA Piper and Goldman Sachs attended the meeting. Representatives of DLA Piper reviewed with the board of directors its fiduciary duties in the context of the proposed transaction. DLA Piper discussed the material terms and conditions of the proposed merger agreement and the other transaction documents, including the debt commitment letter, the equity commitment letter and the limited guarantee. DLA Piper summarized, among other things, certain merger agreement obligations and conditions, the Go-Shop Period, the termination rights and the circumstances under which the Company would be required to pay a termination fee and Siris would be required to pay a reverse termination fee. DLA Piper noted for the board of directors the remaining open points in the merger agreement. Representatives of Goldman Sachs reviewed with the board of directors a proposed plan for the Go-Shop Period as well as an expanded list of potential buyers to be contacted. Also at this meeting, representatives of Goldman Sachs reviewed with the board of directors its

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financial analysis of the proposed transaction and rendered an oral opinion, which was confirmed by delivery of a written opinion dated May 23, 2016, to the board of directors to the effect that, as of that date and based upon and subject to the factors and assumptions set forth in the written opinion, the $25.00 per share in cash to be paid to the holders (other than Merger Sub and its affiliates) of shares of the Company’s common stock pursuant to the merger agreement was fair from a financial point of view to such holders.

Following discussion of the matters discussed during the course of the meeting, the board of directors unanimously (i) approved and adopted the merger agreement, the other transaction documents to which the Company is a party and the execution, delivery and performance of the merger agreement and the other transaction documents to which the Company is a party, (ii) recommended to the Company’s stockholders that the Company’s stockholders vote in favor of the approval of the merger and the merger agreement, and (iii) directed that such matter be submitted to the Company’s stockholders at a meeting of the stockholders for approval.

Shortly before the market opened on May 23, 2016, the definitive merger agreement was executed and delivered by representatives of the Company, Parent and Merger Sub and the Company filed its Annual Report on Form 10-K for the fiscal year ended January 31, 2016. The Company issued a press release announcing the transaction. The limited guarantee was executed and delivered by representatives of the Company and the equity investors. Sidley delivered to DLA Piper on behalf of their clients fully executed copies of the debt commitment letter and the equity commitment letter on the same date.

On May 23, 2016, following the execution of the merger agreement and issuance of the press release, pursuant to the “go-shop” provisions of the merger agreement, at the direction of the board of directors, Goldman Sachs commenced the Company’s go-shop process. During the Go-Shop Period to date, 26 prospective buyers (which include all of the parties that had been contacted prior to the Go-Shop Period with respect to the merger) have been contacted regarding their potential interest in a transaction with the Company. As of the date of the filing of this proxy statement, the Company received requests for information from three parties (all of which were financial buyers) that negotiated and entered into confidentiality agreements with the Company and were provided with non-public information relating to the Company. None of the parties contacted during the go-shop process, including the three parties that entered confidentiality agreements with the Company, submitted an Acquisition Proposal to the Company or its representatives and the three parties that entered confidentiality agreements with the Company have declined to go forward with the process. The Go-Shop Period expired at 11:59 p.m. (New York Time) on July 7, 2016.

Reasons for the Merger; Recommendation of the Board of Directors

The board of directors unanimously recommends that you vote “FOR” the proposal to adopt the merger agreement and approve the merger and other transactions contemplated by the merger agreement.

The board of directors, at a meeting duly called and held on May 22, 2016, unanimously determined that the merger and the other transactions contemplated by the merger agreement are fair to, and in the best interests of, the Company and the stockholders of the Company and approved and declared advisable the merger agreement and the merger and the other transactions contemplated by the merger agreement. The board of directors also unanimously resolved that the merger agreement be submitted for consideration by the stockholders of the Company at the Meeting and recommended that the stockholders of the Company vote to adopt the merger agreement. The board of directors consulted with the Company’s outside financial and legal advisors and senior management at various times and considered a number of factors, including the following principal factors (not in any relative order of importance) that the board of directors believes support its decision:

General Business Considerations. The board of directors considered the Company’s background, recent operating history, and current position in the marketplace in its deliberations concerning the merger and the other transactions contemplated by the merger agreement, including the following:

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Positive Deal Considerations. The board of directors considered a number of positive factors in its deliberations concerning the merger and the other transactions contemplated by the merger agreement, including the following:

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Other Deal Considerations. The board of directors also considered a number of uncertainties, risks and potentially negative factors in its deliberations concerning the merger and the other transactions contemplated by the merger agreement, including the following:

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The foregoing discussion of the information and factors considered by the board of directors is not intended to be exhaustive, but includes the material factors considered by the board of directors. In view of the variety of factors considered in connection with its evaluation of the merger, the board of directors did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific factors considered in reaching its determination and recommendation. In addition, individual directors may have given different weights to different factors. The board of directors did not undertake to make any specific determination as to whether any factor, or any particular aspect of any factor, supported or did not support its ultimate determination. The board of directors based its recommendation on the totality of the information presented.

In considering the recommendation of the board of directors with respect to the proposal to adopt the merger agreement, you should be aware that our directors and executive officers have interests in the merger that are different from, or in addition to, yours. The board of directors was aware of and considered these interests, among other matters, in evaluating and negotiating the merger agreement and the merger, and in recommending that the merger agreement be adopted by the stockholders of the Company. See the section entitled “The Merger—Interests of our Directors and Executive Officers in the Merger—Quantification of Potential Payments to our Named Executive Officers in Connection with the Merger.”

Portions of this explanation of the reasons for the merger and other information presented in this section are forward-looking in nature and, therefore, should be read in light of the section entitled “Cautionary Statement Regarding Forward-Looking Statements.”

Opinion of the Company’s Financial Advisor

Goldman Sachs rendered its opinion to the Company’s board of directors that, as of the date of the written fairness opinion and based upon and subject to the factors and assumptions set forth therein, the $25.00 in cash per share to be paid to the holders (other than Merger Sub and its affiliates) of shares of the Company’s common stock pursuant to the merger agreement was fair from a financial point of view to such holders.

The full text of the written opinion of Goldman Sachs, dated May 23, 2016, which sets forth assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached as Annex B. Goldman Sachs provided its opinion for the information and assistance of the Company’s board of directors in connection with its consideration of the transactions contemplated by the merger agreement. The Goldman Sachs opinion is not a recommendation as to how any holder of the Company’s common stock should vote with respect to the merger, or any other matter.

In connection with rendering the opinion described above and performing its related financial analyses, Goldman Sachs reviewed, among other things:

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Goldman Sachs also held discussions with members of the senior management of the Company regarding their assessment of the past and current business operations, financial condition and future prospects of the Company; reviewed the reported price and trading activity for the Company’s shares of common stock; compared certain financial and stock market information for the Company with similar information for certain other companies the securities of which are publicly traded; reviewed the financial terms of certain recent business combinations in the telecommunications and technology industries; and performed such other studies and analyses, and considered such other factors, as it deemed appropriate.

For purposes of rendering the opinion described above, Goldman Sachs relied upon and assumed the accuracy and completeness of all of the financial, legal, regulatory, tax, accounting and other information provided to, discussed with or reviewed by, it, without assuming any responsibility for independent verification thereof. In that regard, Goldman Sachs assumed with the Company’s consent that the Forecasts and the NOL Forecasts were reasonably prepared on a basis reflecting the best estimates and judgments of the management of the Company as of the date of the opinion. Goldman Sachs did not make an independent evaluation or appraisal of the assets and liabilities (including any contingent, derivative or other off-balance-sheet assets and liabilities) of the Company or any of its subsidiaries and Goldman Sachs has not been furnished with any such evaluation or appraisal. Goldman Sachs assumed that all governmental, regulatory or other consents and approvals necessary for the consummation of the merger will be obtained without any adverse effect on the expected benefits of the merger in any way meaningful to its analysis. Goldman Sachs has also assumed that the merger will be consummated on the terms set forth in the merger agreement, without the waiver or modification of any term or condition the effect of which would be in any way meaningful to its analysis.

Goldman Sachs’ opinion does not address the underlying business decision of the Company to engage in the merger, or the relative merits of the merger as compared to any strategic alternatives that may be available to the Company; nor does it address any legal, regulatory, tax or accounting matters. Goldman Sachs’ opinion addresses only the fairness from a financial point of view to the holders (other than Merger Sub and its affiliates) of shares of the Company’s common stock, as of the date of the opinion, of the $25.00 in cash per share to be paid to such holders pursuant to the merger agreement. Goldman Sachs’ opinion does not express any view on, and its opinion does not address, any other term or aspect of the merger agreement or merger or any term or aspect of any other agreement or instrument contemplated by the merger agreement or entered into or amended in connection with the merger, including, the fairness of the merger to, or any consideration received in connection therewith by, the holders of any other class of securities, creditors, or other constituencies of the Company; nor as to the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of the Company, or class of such persons, in connection with the merger, whether relative to the $25.00 in cash per share to be paid to the holders (other than Merger Sub and its affiliates) of shares of the Company’s common stock pursuant to the merger agreement or otherwise. Goldman Sachs’ opinion was necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to it as of, the date of the opinion and Goldman Sachs assumed no responsibility for updating, revising or reaffirming its opinion based on circumstances, developments or events occurring after the date of its opinion. In addition, Goldman Sachs does not express any opinion as to the impact of the merger on the solvency or viability of the Company or Merger Sub or the ability of the Company or Merger Sub to pay their respective obligations when they come due. Goldman Sachs’ opinion was approved by a fairness committee of Goldman Sachs.

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The following is a summary of the material financial analyses delivered by Goldman Sachs to the board of directors of the Company in connection with rendering the opinion described above. The following summary, however, does not purport to be a complete description of the financial analyses performed by Goldman Sachs, nor does the order of analyses described represent relative importance or weight given to those analyses by Goldman Sachs. Some of the summaries of the financial analyses include information presented in tabular format. The tables must be read together with the full text of each summary and are alone not a complete description of Goldman Sachs’ financial analyses. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before May 23, 2016 and is not necessarily indicative of current market conditions.

Historical Stock Trading Analysis. Goldman Sachs reviewed the historical trading prices and volumes for the Company common stock for the one year period ended May 20, 2016. In addition, Goldman Sachs analyzed the consideration to be paid to holders of the $25.00 in cash per share to be paid to the holders in relation to the latest twelve months high and low market prices of the Company’s common stock, the 60 day volume weighted average price of the Company’s common stock and the closing price of shares of the Company common stock on (i) April 14, 2016 (undisturbed) and (ii) May 20, 2016.

This analysis indicated that the price per share to be paid to the holders of shares pursuant to the merger agreement represented:

Analysis at Various Prices. Goldman Sachs calculated various financial multiples and ratios for the Company using the closing price of shares of the Company common stock on (i) April 14, 2016 (undisturbed), (ii) May 20, 2016 and (iii) the $25.00 in cash per share to be paid to the holders (other than Merger Sub and its affiliates) of shares of the Company’s common stock pursuant to the merger agreement.

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Using the Forecasts, IBES estimates and public filings and the number of fully-diluted shares outstanding provided by the Company’s management, Goldman Sachs calculated enterprise value as a multiple of revenue and enterprise value as a multiple of EBITDA for the fiscal years 2016 and 2017. Goldman Sachs also reviewed the enterprise value as a multiple of revenue and enterprise value as a multiple of EBITDA for 2016 and 2017 on a calendar year basis for the companies listed in Selected Companies Analysis below using information from public filings and IBES estimates. The following table presents the results of this analysis:

Selected Companies Analysis. Goldman Sachs reviewed and compared certain financial information for the Company to corresponding financial information, ratios and public market multiples for the following publicly traded corporations in the technology industry:

Although none of the selected companies is directly comparable to the Company, the companies included were chosen because they are publicly traded companies with operations that for purposes of analysis may be considered similar to certain operations of the Company.

Goldman Sachs calculated and compared various financial multiples and ratios for the selected companies based on information obtained from public filings, IBES estimates as well as other Wall Street research. The multiples and ratios of the Company were calculated using the Forecasts and public filings, IBES estimates as well as other Wall Street research. With respect to each of the selected companies and the Company, Goldman Sachs calculated:

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In addition, Goldman Sachs reviewed earnings per share (“EPS”) CAGR for a five year period.

The results of these analyses are summarized as follows:

Note: Market data as of May 20, 2016. Company metrics based on fiscal year ending January; metrics for all other companies on a calendar year basis. Company Street estimates based on Company management fiscal year 2015 actual numbers and IBES consensus fiscal year 2016-2017 projections. For EV / Revenue (2016E) and EV / EBITDA (2016E), current market data is as of May 9, 2016, while undisturbed market data is as of April 14, 2016, one day prior to earnings release and potential transaction announcement. Mitel and Polycom market data as of April 4, 2016, one day prior to market speculation of transaction.

Illustrative Present Value of Future Share Price Analysis. Goldman Sachs performed an illustrative analysis of the implied present value of the future price per share of the Company’s common stock, which is designed to provide an indication of the present value of a theoretical future value of a company’s equity as a function of such company’s estimated future earnings and its assumed price to future earnings per share multiple. For this analysis, Goldman Sachs used the Forecasts and information from the Company’s public filings. Goldman Sachs calculated the implied values per share of the Company’s common stock for each of the fiscal years 2016 through 2019 by applying illustrative forward enterprise value to adjusted EBITDA multiples of 4.5x to 7.5x to adjusted EBITDA estimates from the Forecasts for the Company for each of the fiscal years 2016 through 2019, then discounted to present value as of January 31, 2016 using an illustrative discount rate of 13.4% reflecting an estimate of the Company’s cost of equity and divided by the number of the number of fully-diluted shares outstanding provided to Goldman Sachs by Company management to obtain per share values. This analysis resulted in a range of implied present values of $14.23 to $25.22 per share of the Company’s common stock.

Illustrative Discounted Cash Flow Analysis. Using the Forecasts and the NOL Forecasts, Goldman Sachs performed an illustrative discounted cash flow analysis on the Company to derive a range of illustrative present values per share of the Company common stock. Using discount rates ranging from 12.0% to 14.0%, reflecting estimates of the Company’s weighted average cost of capital, Goldman Sachs discounted to present value as of January 31, 2016, (1) estimates of unlevered free cash flow for the Company for the fiscal years 2016 through

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2020 as reflected in the Forecasts and (2) a range of illustrative terminal values for the Company, which were calculated by applying perpetuity growth rates ranging from 1.5% to 2.5% to a terminal year estimate of the free cash flow to be generated by the Company, as reflected in the Forecasts. Goldman Sachs derived ranges of illustrative enterprise values for the Company by adding the ranges of present values it derived above. Goldman Sachs then divided the range of illustrative equity values it derived by the number of fully diluted outstanding shares of the Company as of April 2016, as provided by the management of the Company, to derive a range of illustrative present values per share ranging from $17.49 to $22.58. In addition, Goldman Sachs divided the aggregate of the present values of the tax liabilities of approximately $15 million and the tax assets of approximately $54 million, each as per Company management, by the number of fully diluted outstanding shares of the Company as of April 2016, as provided by the management of the Company and added such amount to the illustrative present values per share calculated in the analysis performed above to derive a range of illustrative present values per share ranging from $18.99 to $24.04.

Selected Transactions Analysis. Goldman Sachs analyzed certain information relating to the following selected transactions in the communications technology industry since 2007.

For each of the selected transactions, Goldman Sachs calculated and compared enterprise value as a multiple of latest twelve months revenue (“LTM Revenue”) using information from public filings, press releases, Wall Street research, Capital IQ, Datastream and IBES. While none of the companies that participated in the selected transactions are directly comparable to the Company, the companies that participated in the selected transactions are companies with operations that, for the purposes of analysis, may be considered similar to certain of the Company’s results, market size and product profile.

The following table presents the results of this analysis:

By applying a reference range of 1.25x EV / LTM Revenue to 2.25x EV / LTM Revenue to the Company’s revenue, per the Company’s public filings, as of January 31, 2016, the last day of the Company’s 2015 fiscal year, Goldman Sachs calculated a range of implied equity values per outstanding share of Company common stock of $18.01 to $31.54.

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Premia Analysis. Goldman Sachs reviewed and analyzed the acquisition premia for all publicly disclosed transactions in the United States technology industry from 2010 through 2015 in which the enterprise value was greater than $250 million using information obtained from Thompson SDC. Announced premia were calculated relative to the target’s last undisturbed closing price prior to announcement. The results of this analysis are summarized as follows:

By applying a reference range of 29% to 38% acquisition premia to the undisturbed closing price per share of Company common stock of $19.84 as of April 14, 2016, Goldman Sachs calculated a range of implied equity values per outstanding share of the Company common stock of $25.59 to $27.38.

General. The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary set forth above, without considering the analyses as a whole, could create an incomplete view of the processes underlying Goldman Sachs’ opinion. In arriving at its fairness determination, Goldman Sachs considered the results of all of its analyses and did not attribute any particular weight to any factor or analysis considered by it. Rather, Goldman Sachs made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of its analyses. No company or transaction used in the above analyses as a comparison is directly comparable to the Company or Merger Sub or the contemplated transaction.

Goldman Sachs prepared these analyses for purposes of Goldman Sachs’ providing its opinion to the Company’s board of directors as to the fairness from a financial point of view to the holders (other than Merger Sub and its affiliates) of shares of the Company’s common stock, of the $25.00 in cash per share to be paid to such holders pursuant to the merger agreement. These analyses do not purport to be appraisals nor do they necessarily reflect the prices at which businesses or securities actually may be sold. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by these analyses. Because these analyses are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the parties or their respective advisors, none of the Company, Merger Sub, Goldman Sachs or any other person assumes responsibility if future results are materially different from those forecast.

The merger consideration was determined through arm’s-length negotiations between the Company and Merger Sub and was approved by the Company’s board of directors. Goldman Sachs provided advice to the Company during these negotiations. Goldman Sachs did not, however, recommend any specific amount of consideration to the Company or its board of directors or that any specific amount of consideration constituted the only appropriate consideration for the merger.

As described above, Goldman Sachs’ opinion to the Company’s board of directors was one of many factors taken into consideration by the Company’s board of directors in making its determination to approve the merger agreement. The foregoing summary does not purport to be a complete description of the analyses performed by Goldman Sachs in connection with the fairness opinion and is qualified in its entirety by reference to the written opinion of Goldman Sachs attached as Annex B.

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Goldman Sachs and its affiliates are engaged in advisory, underwriting and financing, principal investing, sales and trading, research, investment management and other financial and non-financial activities and services for various persons and entities. Goldman Sachs and its affiliates and employees, and funds or other entities they manage or in which they invest or have other economic interests or with which they co-invest, may at any time purchase, sell, hold or vote long or short positions and investments in securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments of the Company, Merger Sub, any of their respective affiliates and third parties, including Siris, an affiliate of Merger Sub, or any currency or commodity that may be involved in the merger. Goldman Sachs acted as financial advisor to the Company in connection with, and participated in certain of the negotiations leading to, the merger. Goldman Sachs expects to receive fees for its services in connection with the merger, all of which are contingent upon consummation of the merger, and the Company has agreed to reimburse certain of its expenses arising, and indemnify it against certain liabilities that may arise, out of its engagement. Goldman Sachs has provided certain financial advisory and/or underwriting services to the Company and/or its affiliates from time to time for which the Investment Banking Division of Goldman Sachs has received, and may receive, compensation, including having acted as financial advisor to the Company in connection with its divestiture of its BSS Business in July 2015, and as financial advisor to the Company in connection with its acquisition of Acision Global Limited in August 2015. Goldman Sachs has also provided certain financial advisory and/or underwriting services to Siris and/or its affiliates and portfolio companies from time to time. Goldman Sachs may also in the future provide financial advisory and/or underwriting services to the Company, Siris and its portfolio companies and their respective affiliates for which the Investment Banking Division of Goldman Sachs may receive compensation. Affiliates of Goldman Sachs also may have co-invested with Siris and its affiliates from time to time and may have invested in limited partnership units of affiliates of Siris from time to time and may do so in the future.

The board of directors of the Company selected Goldman Sachs as its financial advisor because it is an internationally recognized investment banking firm that has substantial experience in transactions similar to the merger. Pursuant to a letter agreement dated March 16, 2016, the Company engaged Goldman Sachs to act as its financial advisor in connection with the potential sale of all or a portion of the Company’s outstanding common stock or assets. Pursuant to the terms of this engagement letter, the Company has agreed to pay Goldman Sachs a transaction fee of approximately $8.0 million, which amount may be increased by up to approximately $1.5 million by the Company in its sole discretion, all of which is payable upon consummation of the transaction. In addition, the Company has agreed to reimburse Goldman Sachs for its expenses, including attorneys’ fees and disbursements, and to indemnify Goldman Sachs and related persons against various liabilities, including certain liabilities under the federal securities laws.

Certain Financial Projections

In the course of the process resulting in the execution of the merger agreement, the Company’s management prepared and revised certain non-public, projected financial information for fiscal years 2016 through 2020, which was based on information available to the Company’s management and management’s assumptions and estimates of the Company’s future financial performance as of the date they were prepared. The financial projections were prepared by the Company’s management as part of its ongoing long-term forecasting process, and updated with the latest information in anticipation of negotiations with Siris. Certain financial projections and forecasts were made available to Siris and other potential acquirors in connection with the due diligence review of a possible transaction with the Company. Certain financial projections and forecasts were also made available to the board of directors in connection with its evaluation of a possible transaction involving the Company and to Goldman Sachs for its use and reliance in preparing its financial analyses in connection with its opinion.

The limited unaudited prospective financial information set forth below is included solely because it was among the financial information made available to Siris, other potential acquirers, and Goldman Sachs in connection with their respective evaluations of the merger, and is not included in order to influence any stockholder of the Company in any decisions, including whether or not to vote in favor of the approval of the merger agreement, or whether or not to seek appraisal rights with respect to their shares of our common stock.

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The financial projections were not prepared with a view toward public disclosure, or with a view toward compliance with published guidelines of the SEC, the guidelines established by the American Institute of Certified Public Accountants (AICPA) for preparation and presentation of financial forecasts, or United States generally accepted accounting principles, which we refer to as GAAP. Neither the Company’s independent registered public accounting firm, nor any other independent accountants, have compiled, examined or performed any procedures with respect to the prospective financial information included below, or expressed any opinion or any other form of assurance on such information or its achievability.

The financial projections reflect numerous estimates and assumptions made by the Company’s senior management with respect to industry performance and competition, general business, economic, market and financial conditions and matters specific to the Company’s products, all of which are difficult to predict and many of which are beyond the Company’s control. As the projections cover multiple years, they by their nature become less reliable with each successive year. As a result, there can be no assurance that the financial projections reflect actual future trends.

The Company’s management based the financial projections on certain proprietary assumptions about the Company’s mix of products, demand and revenue from new and existing customers, price changes over product lifecycles, various operational metrics that impact gross margin, and global market demand, which assumptions changed significantly throughout the negotiation of the merger and are subject to further change.

The financial projections reflect subjective judgment in most respects and, therefore, are susceptible to multiple interpretations and further periodic revisions based on actual experience and business developments. As such, the financial projections constitute forward-looking information and are subject to risks and uncertainties that could cause the actual results to differ materially from the projected results, including, but not limited to, the Company’s performance and ability to achieve strategic goals over the applicable period, industry performance, general business and economic conditions, customer requirements, competition, adverse changes in applicable laws, regulations or rules, and the factors described in the section entitled “Cautionary Statement Regarding Forward-Looking Statements.” The financial projections cannot, therefore, be considered a guarantee of future operating results, and the projections should not be relied upon as such.

The inclusion of the financial projections should not be regarded as an indication that the Company or its representatives then considered, or now consider, such financial projections to be material information of the Company or necessarily predictive of actual future events, and this information should not be relied upon as such. The Company views the financial projections as non-material because of the inherent risks and uncertainties associated with such forecasts. None of the Company, Siris or any of their respective affiliates or representatives intends to, and each of them disclaims any obligation to, update, revise or correct the projections if anything contained in them becomes inaccurate.

The financial projections should be evaluated, if at all, in conjunction with the historical financial statements and other information regarding the Company contained in the Company’s public filings with the SEC. The financial projections were prepared based on the Company’s continued operation as a stand-alone company. They do not take into account any circumstances or events occurring after the date they were prepared, including the merger or the effect of any failure of the merger to be consummated. Stockholders are cautioned not to place undue, if any, reliance on the financial projections.

The financial projections were prepared based on information available at the time such projections were prepared, using various assumptions and estimates. The assumptions and estimates may not be realized and are inherently subject to significant business, economic and competitive uncertainties, risks and contingencies, all of which are difficult to predict and many of which are beyond the Company’s control. The assumptions and estimates underlying the information contained in the financial projections involve judgments made with respect to, among other things, general business, economic, regulatory, market and financial conditions, as well as factors specific to the Company, all of which are difficult to predict. The financial projections also reflect

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assumptions as to certain business decisions that do not reflect the effects of the merger, or any other changes that may in the future affect the Company or its assets, business, operations, properties, policies, corporate structure, capitalization and management. Accordingly, the financial projections constitute forward-looking information, and there can be no assurance that the assumptions and estimates used to prepare the information contained in the financial projections will be achieved, and actual results may materially differ.

In October 2015, the Company provided initial financial projections and forecasts that formed the basis of preliminary due diligence discussions with Siris. Siris made its own assumptions and projections in the formulation of its own financial model, which served as the basis for continuing due diligence discussions.

In February 2016 and again in April 2016, Company management revised its initial financial projections and forecasts. These revisions included downward adjustments to reflect, among other items, underperformance across Acision’s legacy digital communications business and the monetization and enterprise businesses. The February 2016 and April 2016 financial projections and forecasts (and the revisions and reasons therefor) subsequently were provided to Siris prior to being provided to potential acquirors during the Go-Shop Period upon such potential acquirors entering into acceptable confidentiality agreements with the Company.

The April 2016 financial projections and forecasts were made available to the board of directors and, at the board’s direction, to Goldman Sachs for its use and reliance in preparing its financial analyses in connection with its opinion summarized under “—Opinion of the Company’s Financial Advisor.”

Certain measures included in the financial projections and forecasts may be considered non-GAAP financial measures, as noted below. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and non-GAAP financial measures used by the Company may not be comparable to similarly titled amounts used by other companies.

The following is a summary of the financial projections and forecasts prepared by Company management ($ in millions):

In light of the foregoing factors and the uncertainty inherent in the financial projections, stockholders are cautioned not to place undue, if any, reliance on the projections.

Effects on the Company if the Merger is Not Completed

If the proposal to adopt the merger agreement is not approved by our stockholders or if the merger is not completed for any other reason, stockholders will not receive any payment for their shares in connection with the merger. Instead, the Company will remain an independent public company and our common stock will continue to be listed and traded on NASDAQ. In addition, if the merger is not completed, we expect that management will operate the business in a manner similar to that in which it is being operated today and that our stockholders will continue to be subject to the same risks and opportunities as they currently are, as well as general industry, economic and market conditions. Further, if the merger is not completed, the trading price of our common stock

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may decrease, and such decrease may be substantial, at least in the short term. Accordingly, if the merger is not completed, there can be no assurance as to the effect of these risks and opportunities on the future value of your shares. If the merger is not completed, our board of directors will from time to time evaluate and review the business operations, properties, and capitalization of the Company, will make such changes as are deemed appropriate and will continue to seek to identify strategic alternatives to enhance stockholder value. If the proposal to adopt the merger agreement is not approved by our stockholders or if the merger is not completed for any other reason, there can be no assurance that any other acceptable transaction will become available, or that our business, prospects or results of operations will not be adversely impacted.

In addition, under certain circumstances specified in the merger agreement, we may be obligated to pay Parent a termination fee of $12.9 million or $22.5 million or Parent may be obligated to pay us a termination fee of up to $38.6 million. See the section entitled “The Merger Agreement—Termination Fees” of this proxy statement for a discussion of the circumstances under which the termination fees would be required to be paid.

Delisting and Deregistration of Company Common Stock

Our common stock is currently registered under the Exchange Act and is traded on NASDAQ under the symbol “MESG.” As a result of the merger, we will become a privately-held, wholly owned subsidiary of Parent. As a private company following the completion of the merger, the registration of our common stock and our obligation to file reports and make other public disclosures with the SEC under the Exchange Act will be terminated, and our common stock will no longer be listed on NASDAQ.

Interests of our Directors and Executive Officers in the Merger

In considering the recommendation of the board of directors with respect to the merger, you should be aware that executive officers and directors of the Company may have certain interests in the merger that may be different from, or in addition to, the interests of the Company’s stockholders generally. The board of directors was aware of and considered these interests, among other matters, in evaluating and negotiating the merger agreement and the merger, and in recommending that the merger agreement be adopted by the stockholders of the Company. These interests include, but are not limited to, the following:

None of our directors or executive officers is a party to or participates in any plan, program or arrangement of Parent or its subsidiaries that provides such director or executive officer with any kind of compensation that is based on or otherwise relates to completion of the merger.

Treatment of Common Stock and Stock-Based Awards

Our executive officers have previously been granted stock options and RSUs and our non-employee directors have previously been granted DSUs under equity incentive plans. The following discussion describes more specifically the treatment of common stock and these awards in connection with the merger, the consummation of which will constitute a change in control for purposes of our equity incentive plans.

Common Stock. Each share of the Company’s common stock outstanding immediately prior to the effective time of the merger (other than the Dissenting Shares and shares held by the Company, Parent or any of their

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respective subsidiaries) will be converted into the right to receive from Parent $25.00 in cash, without interest, less any applicable withholding taxes. Each share of our common stock owned immediately prior to the effective time of the merger by us, Parent or either of our respective subsidiaries, will be cancelled and retired and will cease to exist. Dissenting shares will not be converted into the right to receive the merger consideration. Instead, holders of Dissenting Shares will be entitled to the appraisal rights provided under the DGCL.

Stock Options. Each option to purchase shares of the Company’s common stock granted under the Company’s equity incentive plans that is not exercised before the effective time of the merger, or Stock Option, will be fully vested (to the extent not already vested) and be cancelled with the holder of each Stock Option becoming entitled to receive an amount in cash (without interest and less any applicable taxes required to be withheld with respect to such payment) equal to the product of (A) the excess of the merger consideration, if any, over the exercise price per share of each Stock Option multiplied by (B) the number of shares of common stock underlying such Stock Option held by such holder immediately prior to the effective time of the merger. If the exercise price per share of any such Stock Option is equal to or greater than the merger consideration, then such Stock Option will be canceled and terminated without any cash payment being made.

Restricted Stock Units. Each restricted stock unit granted under our equity incentive plans, or RSU, will be fully vested and be cancelled with the holder of each RSU becoming entitled to receive an amount in cash (without interest and less any applicable taxes required to be withheld with respect to such payment) equal to the product of (A) the merger consideration multiplied by (B) the number of shares of common stock subject to such RSUs held by such holder immediately prior to the effective time of the merger.

Director Stock Units. Each director stock unit granted under our equity incentive plans, or DSU, will be fully vested and be cancelled with the holder of each DSU becoming entitled to receive an amount in cash (without interest and less any applicable taxes required to be withheld with respect to such payment) equal to the product of (A) the merger consideration multiplied by (B) the number of shares of common stock subject to such DSUs held by such holder immediately prior to the effective time of the merger.

Employee Stock Purchase Plan. With respect to the Employee Stock Purchase Plan, or ESPP, our board of directors adopted resolutions and took other actions to (A) restrict participants in the ESPP from altering their payroll deductions from those in effect on the date of the merger agreement (other than to discontinue their participation in the ESPP); (B) provide that no offering period under the ESPP will be commenced after the date of the merger agreement; (C) provide that any offering period under the ESPP that is in effect as of the date of the merger agreement will terminate on the fifteenth business day following the date of the merger agreement and all amounts credited to the accounts of participants will be used to purchase shares of common stock in accordance with the terms of the ESPP on or prior to the twentieth business day following the date of the merger agreement (and such shares will be treated as other outstanding shares in accordance with the merger agreement); and (D) terminate the ESPP, effective as of, or prior to, the effective time of the merger.

The surviving corporation agreed to pay the holders of Stock Options, RSUs and DSUs the cash payments described above promptly after the effective time of the merger, but in no event later than ten business days thereafter. If any payments related to the RSUs or DSUs will constitute deferred compensation subject to Section 409A of the Code and are not permitted to be paid at the effective time of the merger without triggering taxes or penalties under Section 409A of the Code, such payments will be made at the applicable settlement date for such DSU as required under Section 409A of the Code.

Payments Upon Termination Following Change in Control

We have entered into employment agreements with our executive officers, which provide for the payment of severance benefits if an executive officer’s employment is terminated without cause or is terminated by the executive officer for “good reason” prior to, but in contemplation of, a “change of control,” or within 24 months

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following a change of control. Quantified information regarding the potential total dollar value of the compensation that would be paid under these arrangements as of June 30, 2016 to our Named Executive Officers is presented below under “Golden Parachute Compensation.” For 2016, our “Named Executive Officers” are Philippe Tartavull, our President and Chief Executive Officer; Michael Grossi, our Executive Vice President and Chief Revenue Officer; and Jacky Wu, our Executive Vice President and Chief Financial Officer. This presentation is intended as a summary only of the potential payments to be made to our Named Executive Officers, and the specific terms of each employment agreement are qualified in their entirety by reference to the employment agreements filed as exhibits to our Annual Report on Form 10-K for the year ended January 31, 2016.

The employment agreements with our Named Executive Officers do not provide for single trigger severance payments. Instead, these agreements require a double trigger whereby certain severance payments and benefits would be paid only if the Named Executive Officer is terminated without cause or terminates his employment for good reason following the occurrence of a change in control of our company.

Termination without Cause or for Good Reason. In the event that the employment of a Named Executive Officer is terminated by the Company without “cause” or by the Named Executive Officer for “good reason” either prior to, but in contemplation of, a change in control, or within 24 months following a change in control, subject to his execution of a release of claims against the Company, he will be entitled to receive any accrued but unpaid base salary, a lump sum severance payment equal to 150% of the sum of his annual base salary and target cash bonus then in effect, any earned but not yet paid cash bonus for a fiscal year ending prior to the date of termination, a pro-rata cash bonus for the fiscal year in which the termination occurs based on actual performance, and a lump sum payment equal to 24 months (for Mr. Tartavull) or 18 months (for Mr. Grossi or Mr. Wu) of the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) continuation coverage premium as if he were still an active employee. In addition, he will be entitled to be reimbursed for reasonable business expenses.

Termination for cause generally includes: (i) commission by an executive of, or a plea of nolo contendere by an executive to, any felony; (ii) a material violation by the executive of federal or state securities laws; (iii) willful misconduct or gross negligence by the executive resulting in material and demonstrable harm to the Company; (iv) a material violation by an executive of any Company policy or procedure provided to the executive resulting in material and demonstrable harm to the Company; (v) the repeated and continued failure by the executive to carry out, in all material respects, the reasonable and lawful directions of the Company that are within the executive’s individual control and consistent with an executive’s position and duties and responsibilities, except for a failure that is attributable to the executive’s illness, injury or disability; (vi) fraud, embezzlement, theft or material dishonesty by an executive against the Company; or (vii) the executive’s material breach of any of the provisions of his employment agreement which (if curable) is not cured within 30 days of written notice.

Termination for good reason generally includes: (i) any material reduction in the executive’s base salary; (ii) an actual relocation of executive’s principal office to another location more than 50 miles; (iii) a material and adverse reduction in the nature or scope of the executive’s responsibilities, duties or authorities; or, for Mr. Tartavull (iv) the requirement that he serve in a position other than as the chief executive officer of a publicly traded company or report to a person or body other than the board of directors of a publicly traded company.

Restrictive Covenants. The Named Executive Officers’ employment agreements prohibit each of the Named Executive Officers from disclosing proprietary or confidential information, developing certain intellectual property rights following termination of their employment and from competing with the Company for a certain period after termination of their employment. Each of the Named Executive Officers is prohibited for one year after termination of his employment from soliciting any of the Company’s employees to leave employment or any of the Company’s customers or suppliers to do business with any of the Company’s competitors.

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Quantification of Potential Payments to our Named Executive Officers in Connection with the Merger

In accordance with Item 402(t) of Regulation S-K, the table below sets forth the estimated amounts of compensation that each of our Named Executive Officers (as determined in accordance with SEC regulations) may receive in connection with the merger, assuming that the merger is completed on June 30, 2016, the last practicable date prior to filing this proxy statement, and the Named Executive Officer’s employment is

terminated without cause or terminates for good reason immediately following consummation of the merger. These estimates are based on multiple assumptions that may not actually occur, including assumptions described in this proxy statement. In addition, certain amounts payable will vary depending on the actual date the merger is completed and the actual date, if any, of a qualifying termination of employment. As a result, the actual amounts, if any, to be received by an executive officer may differ in material respects from the amounts set forth below. The disclosures in the table below and the accompanying footnotes should be read in conjunction with the narrative description of the compensation arrangements set forth above.

Golden Parachute Compensation

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Indemnification and Insurance

The merger agreement provides that from and following the effective time of the merger, the surviving corporation will indemnify, defend and hold harmless, against any costs or expenses (including attorney’s fees

and expenses and disbursements), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, and provide advancement of expenses to, all past and present directors and officers of the Company and its subsidiaries (in all of their capacities) to the same extent such persons are indemnified or have the right to advancement of expenses as of date of the merger agreement pursuant to the charter and organizational documents of the Company and its subsidiaries and the indemnification agreements in existence on the date of the merger agreement with any directors and officers of the Company and any of its subsidiaries. In addition, the surviving corporation is required to include and cause to be maintained in effect the surviving corporation’s (or any successor’s), as the case may be, charter and bylaws for a period of six (6) years after the closing of the merger, the current provisions regarding elimination of liability of directors, indemnification of officers, directors and employees and advancement of expenses contained in the Company’s charter and organizational documents.

The merger agreement also provides that the Company will, at or prior to the closing of the merger, purchase a six year “tail” prepaid policy on terms and conditions no less advantageous to the indemnified parties, or any other person entitled to the benefits described above, as applicable, than the existing directors’ and officers’ liability (and fiduciary) insurance maintained by the Company, covering, without limitation, the merger. Parent and Merger Sub are required to cause the surviving corporation to maintain such “tail” prepaid policy in full force and effect for six (6) years after the closing of the merger subject to a cap equal to 300% of the last annual premium for the Company’s directors’ and officers’ insurance policy.

Material U.S. Federal Income Tax Consequences of the Merger

The following is a discussion of certain material U.S. federal income tax consequences of the merger to beneficial owners of our common stock whose shares of common stock are converted into the right to receive cash in the merger. This discussion is based on the current provisions of the Code, applicable U.S. Treasury Regulations, judicial authority, and administrative rulings, all of which are subject to change, possibly with retroactive effect. Any such change could alter the tax consequences to the holders as described herein. This discussion is general in nature and does not purport to be a complete analysis of all potential tax effects of the merger that might be relevant to a beneficial owner of shares of our common stock in light of such beneficial owner’s particular circumstances. For example, it does not consider the effect of any applicable state, local or foreign income tax laws, or of any non-income tax laws. In addition, this discussion does not address the tax consequences of transactions effectuated prior to or after the completion of the merger (whether or not such transactions occur in connection with the merger), including, without limitation, the acquisition or disposition of shares of common stock other than pursuant to the merger, or the tax consequences to holders of equity awards issued by us which are canceled or converted, as the case may be, in connection with the merger. Furthermore, this discussion applies only to holders that hold their shares of our common stock as “capital assets” within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion does not address U.S. federal income tax consequences to holders of shares who demand appraisal rights under Delaware law. In addition, this discussion does not address all aspects of U.S. federal income tax consequences that may be relevant to a holder in light of the holder’s particular circumstances or to holders subject to special rules, such as:

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This discussion is based on the Code, the Treasury regulations promulgated under the Code and rulings and judicial decisions, all as in effect as of the date of this proxy statement, and all of which are subject to change or to differing interpretations at any time, with possible retroactive effect. We have not sought, and do not intend to seek, any ruling from the U.S. Internal Revenue Service (the “IRS”) with respect to the statements made and the conclusions reached in the following discussion. No assurance can be given that the IRS will agree with the views expressed in this discussion, or that a court will not sustain any challenge by the IRS in the event of litigation.

THIS DISCUSSION IS INTENDED ONLY AS A GENERAL SUMMARY OF CERTAIN MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO A HOLDER OF SHARES OF XURA COMMON STOCK. WE URGE BENEFICIAL OWNERS OF SHARES TO CONSULT THEIR TAX ADVISORS WITH RESPECT TO THE SPECIFIC TAX CONSEQUENCES OF THE MERGER IN LIGHT OF THEIR PARTICULAR CIRCUMSTANCES, INCLUDING U.S. FEDERAL ESTATE, GIFT AND OTHER NON-INCOME TAX CONSEQUENCES, AND TAX CONSEQUENCES UNDER STATE, LOCAL OR FOREIGN TAX LAWS, INCLUDING POSSIBLE CHANGES IN SUCH LAWS.

If a partnership (or any other entity or arrangement that is treated as a partnership for U.S. federal income tax purposes) beneficially owns our common stock, the U.S. federal income tax treatment of a partner will generally depend on the status of the partner and the activities of the partnership. Partnerships holding our common stock and partners in such partnerships should consult their tax advisor as to the particular U.S. federal income tax consequences of the merger to them.

U.S. Holders

For purposes of this discussion, the term “U.S. holder” means a beneficial owner of our common stock that is:

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The exchange of our common stock for cash in the merger generally will be a taxable transaction for U.S. federal income tax purposes. In general, a U.S. holder whose shares of our common stock are converted into the right to receive cash in the merger will recognize capital gain or loss for U.S. federal income tax purposes in an amount equal to the difference, if any, between the amount of cash received with respect to such shares and the U.S. holder’s adjusted tax basis in such shares. A U.S. holder’s adjusted tax basis generally will equal the price the U.S. holder paid for such shares. Gain or loss will be determined separately for each block of shares of our common stock (i.e., shares of our common stock acquired at the same cost in a single transaction). Such gain or loss generally will be treated as long-term capital gain or loss if the U.S. holder’s holding period in the shares of our common stock exceeds one year at the time of the completion of the merger. Long-term capital gains of non-corporate U.S. holders generally are subject to U.S. federal income tax at preferential rates. The deductibility of capital losses is subject to limitations.

A 3.8% tax generally is imposed on all or a portion of the “net investment income” (within the meaning of the Code) of certain individuals and on the undistributed net investment income of certain estates and trusts. For individuals, the additional 3.8% tax generally is imposed on all or a portion of the net investment income of individuals with a modified adjusted gross income of over $200,000 ($250,000 in the case of joint filers). For these purposes, “net investment income” generally will include any gain recognized on the receipt of cash in exchange for shares of Xura common stock pursuant to the merger.

Information Reporting and Backup Withholding

A U.S. holder may be subject to information reporting. In addition, all payments to which a U.S. holder would be entitled pursuant to the merger will be subject to backup withholding at the statutory rate unless such holder (i) is an exempt recipient (and, when required, demonstrates this fact), or (ii) provides a taxpayer identification number (a “TIN”) and certifies, under penalty of perjury, that the U.S. holder is not subject to backup withholding, and otherwise complies with applicable requirements of the backup withholding rules. A U.S. holder should complete and sign the IRS Form W-9 that will be included with the letter of transmittal, to be returned to the payment agent, in order to provide the information and certification necessary to avoid backup withholding and possible penalties. If a U.S. holder does not provide a correct TIN, such U.S. holder may be subject to backup withholding and penalties imposed by the IRS.

Any amount paid as backup withholding does not constitute an additional tax and will be creditable against a U.S. holder’s U.S. federal income tax liability, provided the required information is given to the IRS in a timely manner. If backup withholding results in an overpayment of tax, a U.S. holder may obtain a refund by filing a U.S. federal income tax return in a timely manner. U.S. holders are urged to consult their tax advisors as to qualifications for exemption from backup withholding and the procedure for obtaining the exemption.

Non-U.S. Holders

A “non-U.S. holder” is a beneficial owner of our common stock that is not a U.S. holder or a partnership (or any other entity or arrangement that is treated as a partnership for U.S. federal income tax purposes). Payments made to a non-U.S. holder in exchange for shares of our common stock pursuant to the merger generally will not be subject to U.S. federal income tax unless:

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A non-U.S. holder described in the first bullet point immediately above will be subject to regular U.S. federal income tax on any gain realized as if the non-U.S. holder were a U.S. holder, subject to an applicable income tax treaty providing otherwise. If such non-U.S. holder is a foreign corporation, it may also be subject to a branch profits tax equal to 30% of its effectively connected earnings and profits (or a lower treaty rate). A non-U.S. holder described in the second bullet point immediately above will be subject to tax at a rate of 30% (or a lower treaty rate) on any gain realized, which may be offset by U.S.-source capital losses recognized in the same taxable year. Non-U.S. holders are urged to consult their tax advisors as to any applicable tax treaties that might provide for different rules.

With respect to the third bullet point above, the determination whether we are a “United States real property holding corporation” depends on the fair market value of our United States real property interests relative to the fair market value of our other trade or business assets and our United States and foreign real property interests. We believe we have not been a “United States real property holding corporation” for U.S. federal income tax purposes at any time during the five-year period preceding the merger.

Information Reporting and Backup Withholding

Information reporting and backup withholding will generally apply to payments made pursuant to the merger to a non-U.S. holder effected by or through the U.S. office of any broker, U.S. or foreign, unless the holder certifies its status as a non-U.S. holder and satisfies certain other requirements, or otherwise establishes an exemption. Copies of applicable information returns reporting such payments and any withholding may also be made available to the tax authorities in the non-U.S. holder’s country in which such holder resides under the provisions of an applicable treaty or agreement. Dispositions effected through a non-U.S. office of a U.S. broker or a non-U.S. broker with substantial U.S. ownership or operations generally will be treated in a manner similar to dispositions effected through a U.S. office of a broker. A non-U.S. holder must generally submit an IRS Form W-8BEN or IRS Form W-8BEN-E (or other applicable IRS Form W-8) attesting to its exempt foreign status in order to qualify as an exempt recipient. Notwithstanding the foregoing, backup withholding and information reporting may apply if either we have or our payment agent has actual knowledge, or reason to know, that a non-U.S. holder is a U.S. person. Any amount paid as backup withholding does not constitute an additional tax and will be creditable against a non-U.S. holder’s U.S. federal income tax liability, provided the required information is given to the IRS in a timely manner. If backup withholding results in an overpayment of tax, a non-U.S. holder may obtain a refund by filing a U.S. federal income tax return in a timely manner. Non-U.S. holders are urged to consult their tax advisors as to qualifications for exemption from backup withholding and the procedure for obtaining the exemption.

THE FOREGOING DOES NOT DISCUSS ALL ASPECTS OF U.S. FEDERAL INCOME TAXATION THAT MAY BE RELEVANT TO PARTICULAR HOLDERS OF SHARES OF OUR COMMON STOCK. THIS DISCUSSION OF CERTAIN MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES IS NOT TAX ADVICE. WE URGE YOU TO CONSULT WITH YOUR OWN TAX ADVISOR WITH RESPECT TO THE APPLICATION OF THE U.S. FEDERAL INCOME TAX LAWS TO YOUR PARTICULAR SITUATION, AS WELL AS ANY TAX CONSEQUENCES OF THE MERGER ARISING UNDER THE FEDERAL ESTATE OR GIFT TAX RULES OR UNDER THE

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LAWS OF ANY STATE, LOCAL, FOREIGN OR OTHER TAXING JURISDICTION OR UNDER ANY APPLICABLE TAX TREATY.

Material Israeli Income Tax Consequences of the Merger

The following is a summary discussion of certain Israeli income tax considerations in connection with the merger. The following summary is included for general information purposes only, is based upon current Israeli tax law and should not be conceived as tax advice to any particular holder of shares of common stock. No assurance can be given that the analysis made and the views contained in this summary as well as the classification of the transaction for Israeli tax purposes as set forth below will be upheld by the tax authorities, nor that new or future legislation, regulations or interpretations will not significantly change the tax considerations described below, and any such change may apply retroactively. This summary does not discuss all material aspects of Israeli tax consequences that may apply to particular holders of shares of common stock in light of their particular circumstances, such as investors subject to special tax rules or other investors referred to below and in addition only address the tax consequences to non- Israeli shareholders as defined in the Ordinance.

HOLDERS OF SHARES OF COMMON STOCK SHOULD CONSULT THEIR OWN TAX ADVISORS AS TO THE PARTICULAR ISRAELI TAX CONSEQUENCES OF THE MERGER APPLICABLE TO THEM.

Sale of Shares of common stock

Generally, the payment for the shares of common stock is subject to Israeli withholding tax at a rate of 25% for individuals and corporations. Under certain circumstances, however, stockholders may get relief from Israeli withholding tax if certain conditions are met and appropriate certifications are provided. The Company or its Israeli subsidiary filed an application for a tax ruling with the Israel Tax Authority exempting from the withholding requirements discussed above non-Israeli residents meeting certain conditions.

The following description assumes that the characterization of the entire payment to the stockholders is classified as capital gains for Israeli tax purposes. However, because of the structure of the transaction under which part of the payment for the shares is paid from the Company and part of the payment for the shares is paid by Parent, it is possible that a certain amount may be reclassified in a different manner, subjecting the selling stockholders to different tax consequences for Israeli tax purposes. Given that there is no clear guidance on this matter, you are urged to consult with your own tax advisor.

Under the withholding ruling, if granted:

In addition, a reduced rate of, or an exemption from, Israeli withholding tax is available to shareholders that provide a valid withholding certificate issued by the ITA evidencing such reduced withholding rate or withholding exemption. Parent, or any one on its behalf, may hold payments to shareholders in escrow pending the receipt of the required documentation as set forth in the withholding ruling or pursuant to the merger agreement. Any payment to a shareholder that fails to provide the required documentation as set forth in the withholding ruling or under the merger agreement, and does not present a valid withholding certificate providing for a reduced withholding rate, or an exemption from withholding, will be subject to Israeli applicable withholding tax rate.

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Regulatory Approvals

Under the terms of the merger agreement, the merger cannot be completed until, following the submission of required filings with the relevant governmental authorities, the waiting period applicable to the consummation of the merger under the HSR Act has expired or been terminated.

On June 7, 2016, the Company and Parent filed notification of the proposed merger with the Federal Trade Commission and the Antitrust Division of the Department of Justice under the HSR Act. On June 30, 2016, the Federal Trade Commission’s Premerger Notification Office granted us early termination of the waiting period for the notification filed under the HSR Act.

In addition, the closing of the merger is conditioned upon the receipt of antitrust or competition law approvals in certain other jurisdictions and certain other filings and approvals by governmental authorities. Although we expect that all required regulatory clearances and approvals will be obtained, we cannot assure you that these regulatory clearances and approvals will be timely obtained or obtained at all or that the granting of these regulatory clearances and approvals will not involve the imposition of additional conditions on the completion of the merger, including the requirement to divest assets, or require changes to the terms of the merger agreement. These conditions or changes could result in the conditions to the merger not being satisfied on a timely basis or at all.

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THE MERGER AGREEMENT

This section describes the material terms of the merger agreement. The description of the merger agreement in this section and elsewhere in this proxy statement is qualified in its entirety by reference to the complete text of the merger agreement, a copy of which is attached as Annex A and is incorporated by reference into this proxy statement. This summary does not purport to be complete and may not contain all of the information about the merger agreement that is important to you. We encourage you to read the merger agreement carefully and in its entirety. The rights and obligations of the parties are governed by the express terms of the merger agreement and not by this summary or any other information contained in this proxy statement.

Explanatory Note Regarding the Merger Agreement

The merger agreement, a copy of which is attached as Annex A, and this summary of its terms are included in this proxy statement to provide you with information regarding its terms. Factual disclosures about the Company contained in this proxy statement or in the Company’s public reports filed with the SEC may supplement, update or modify the factual disclosures about the Company contained in the merger agreement. The representations, warranties and covenants made in the merger agreement by the Company, Parent and Merger Sub were made solely to the parties to, and solely for the purposes of, the merger agreement and as of specific dates and were qualified and subject to important limitations agreed to by the Company, Parent and Merger Sub in connection with negotiating the terms of the merger agreement. In particular, in your review of the representations and warranties contained in the merger agreement and described in this summary, it is important to bear in mind that the representations and warranties were negotiated with the principal purposes of establishing the circumstances in which a party to the merger agreement may have the right not to consummate the merger if the representations and warranties of the other party prove to be untrue due to a change in circumstance or otherwise, and allocating risk between the parties to the merger agreement, rather than establishing matters as facts. The representations and warranties may also be subject to a contractual standard of materiality different from those generally applicable to stockholders and reports and documents filed with the SEC and in some cases were qualified by matters contained in the disclosure letter that the Company delivered to Parent and Merger Sub in connection with the merger agreement, which disclosures are not reflected in the merger agreement. Moreover, information concerning the subject matter of the representations and warranties may have changed since the date of the merger agreement. Stockholders should not rely on the representations, warranties and covenants or any description thereof as characterizations of the actual state of facts of the Company, Parent, Merger Sub or any of their respective subsidiaries or affiliates.

Closing and Effective Time of the Merger

The merger agreement provides that the closing of the merger will take place on the tenth business day after all of the conditions to closing the merger (described under “The Merger Agreement—Conditions to the Merger”) have been fulfilled or waived (other than those conditions that by their nature are to be satisfied at the closing of the merger, but subject to the fulfillment or waiver of those conditions on the closing date for the merger), or at such other place and time and/or on such other date as the Company and Parent may agree in writing.

The merger will become effective upon the filing of a certificate of merger with the Secretary of State of the State of Delaware or at such later date and time as the Company and Parent may agree upon and as is to be set forth in such certificate of merger.

Effects of the Merger; Directors and Officers; Certificate of Incorporation; By-laws

The merger agreement provides for the merger of Merger Sub with and into the Company upon the terms, and subject to the conditions, set forth in the merger agreement. As a result of the merger, the separate corporate existence of Merger Sub will cease and the Company will continue as the surviving corporation and as an indirect wholly-owned subsidiary of Parent with all its properties, rights, privileges, immunities, powers and franchises continuing unaffected by the merger.

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Effective as of, and immediately following, the effective time of the merger, the board of directors of the surviving corporation will consist of the members of the board of directors of Merger Sub immediately prior to the effective time of the merger, each to hold office in accordance with the articles of incorporation and bylaws of the surviving corporation until the earlier of their death, resignation or removal or until their respective successors are duly elected, designated or qualified, as the case may be. From and after the effective time of the merger, the officers of the Company at the effective time of the merger will be the officers of the surviving corporation, until the earlier of their death, resignation or removal or until their respective successors have been duly elected or appointed and qualified, as the case may be. At the effective time of the merger, the certificate of incorporation of the Company as the surviving corporation will be amended and restated to be identical to the certificate of incorporation set forth in Exhibit B to the merger agreement until amended in accordance with applicable law and the applicable provisions of such certificate of incorporation, and the bylaws of the surviving corporation, without any further action on the part of the Company and Merger Sub, will be the bylaws of Merger Sub in effect immediately prior to the effective time of the merger.

Payment of Merger Consideration and Surrender of Stock Certificates

Payment for Shares. The merger agreement provides that prior to the merger, Parent will select a reputable bank or trust company to act as payment agent in the merger (the “Payment Agent”). On or prior to the Closing Date, Parent will deposit or cause to be deposited with the Payment Agent cash sufficient to pay the aggregate merger consideration payable to the stockholders in connection with the merger (other than merger consideration payable to holders of shares of the Company’s common stock issued or issuable with respect to equity awards granted and subject to tax under Section 102(b)(2) and Section 102(b)(3) of the Ordinance, in respect of which payment shall be transferred directly to the trustee appointed by the Company (“102 Trustee”).

The merger agreement provides that the Payment Agent will mail to the record holders of certificates or book-entry shares immediately prior to the effective time of the merger a letter of transmittal in customary form reasonably acceptable to the Company and instructions for use in effecting the surrender of certificates in exchange for merger consideration.

The Payment Agent will pay the merger consideration to the stockholders (i) upon receipt by the Payment Agent of surrendered certificates representing the shares of common stock, a validly executed letter of transmittal and any other items reasonably required by the Payment Agent (including in connection with the withholding ruling) or (ii) in the case of book-entry shares, after compliance with reasonable procedures established by the Payment Agent for delivery of book-entry shares. No interest will be paid or accrued on the cash payable upon the surrender or transfer of any certificate or book-entry share. Each of the Payment Agent, Parent, Merger Sub and the surviving corporation are entitled to deduct and withhold from the merger consideration or any other payments made in connection with the merger agreement any applicable withholding taxes.

At any time one (1) year after the effective time of the merger, the surviving corporation may demand that any portion of the funds made available to the Payment Agent that remains unclaimed or undistributed to holders of Certificates or book-entry shares be delivered to the surviving corporation, and thereafter, any holders of certificates (other than with respect to any shares held by a holder who has made a demand for appraisal of such shares in accordance with Section 262 of the DGCL) who have not theretofore surrendered their certificates or book-entry shares prior to that time shall thereafter look only to the surviving corporation for satisfaction of their claims for the merger consideration. Any amounts remaining unclaimed by such holders immediately prior to such time when the amounts would otherwise escheat to or become property of any governmental body, will become, to the extent permitted by applicable law, the property of the surviving corporation free and clear of any claims or interest of any person previously entitled thereto.

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You should not return your stock certificates with the enclosed proxy card, and you should not forward your stock certificates to the Payment Agent without a letter of transmittal.

In exchange for certificates or book-entry shares, you will receive the aggregate merger consideration to which you are entitled in cash to be delivered in the form of a check to be mailed within three business days of receipt, and each such certificated or uncertificated share will be canceled. No interest will be paid or accrued on any amount payable upon due surrender of the certificates or due transfer of the book-entry shares. Until so surrendered or delivered, as the case may be, each such certificate or book-entry share will represent after the effective time for all purposes only the right to receive the merger consideration.

In the event of a transfer of ownership of shares that is not registered in the transfer records of the Company, payment of the merger consideration in respect of the applicable shares may be made to a person other than the person in whose name the certificates so surrendered or the book-entry shares so transferred are registered if such certificates will be properly endorsed or otherwise be in proper form for transfer or such book-entry shares will be properly transferred and, in each case, the person requesting such payment will pay any transfer or other taxes required by reason of the payment of the merger consideration in respect thereof or establish to the reasonable satisfaction of the surviving corporation and the Payment Agent that such tax has been paid or is not applicable.

If you have lost a certificate, or if it has been stolen or destroyed, then before you will be entitled to receive the merger consideration, you will have to make an affidavit of the loss, theft or destruction, and if required by Parent, post a bond in such reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such lost, stolen or destroyed certificate. These procedures will be described in the letter of transmittal and instructions that you will receive, which you should read carefully in their entirety.

Appraisal Rights

If the merger is completed, the Company’s stockholders will be entitled to appraisal rights under Section 262 of the DGCL, provided that they comply with the conditions set forth in that statute.

Pursuant to Section 262 of the DGCL, if you do not wish to accept the merger consideration provided for in the merger agreement, you have the right to seek appraisal of your shares of common stock and to receive payment in cash for the fair value of your shares of common stock, exclusive of any element of value arising from the accomplishment or expectation of the merger, as determined by the Delaware Court of Chancery, together with interest, if any, to be paid upon the amount determined to be fair value. The “fair value” of your shares of common stock as determined by the Delaware Court of Chancery may be less than, equal to or more than the $25.00 per share that you are otherwise entitled to receive under the terms of the merger agreement. These rights are known as appraisal rights. The Company’s stockholders who do not vote in favor of the proposal to approve the merger agreement and who properly demand appraisal for their shares in compliance with the provisions of Section 262 of the DGCL will be entitled to appraisal rights. Strict compliance with the statutory procedures set forth in Section 262 of the DGCL is required. Failure to follow precisely any of the statutory requirements will result in the loss of your appraisal rights.

This section is intended only as a brief summary of certain provisions of the statutory procedures that a stockholder must follow under the DGCL in order to seek and perfect appraisal rights. This summary, however, is not a complete statement of all applicable requirements and the law pertaining to appraisal rights under the DGCL, and is qualified in its entirety by reference to Section 262 of the DGCL, the full text of which appears in Annex C to this proxy statement. The following summary does not constitute any legal or other advice, nor does it constitute a recommendation that stockholders exercise their appraisal rights under Section 262 of the DGCL.

Pursuant to Section 262 of the DGCL, when a merger agreement will be submitted for adoption at a meeting of stockholders, the Company must notify the stockholders who were stockholders of record on the record date for notice of such meeting, not less than 20 days before the meeting to vote on the merger, that appraisal rights will be available. A copy of Section 262 of the DGCL must be included with the notice.

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This proxy statement constitutes the Company’s notice to our stockholders that appraisal rights are available in connection with the merger and the full text of Section 262 of the DGCL is attached to this proxy statement as Annex C, in compliance with the requirements of Section 262 of the DGCL. If you wish to exercise your appraisal rights, you should carefully review the text of Section 262 of the DGCL contained in Annex C. Failure to comply timely and properly with the requirements of Section 262 of the DGCL will result in the loss of your appraisal rights. Moreover, because of the complexity of the procedures for exercising the right to seek appraisal of shares of the Company’s common stock, the Company believes that a stockholder considering the exercise of such rights should seek the advice of legal counsel.

If you wish to demand appraisal of your shares of common stock, you must satisfy each of the following conditions: You must deliver to the Company a written demand for appraisal of your shares of common stock before the vote is taken to approve the merger proposal; the written demand must reasonably inform us of the identity of the holder of record of shares of common stock who intends to demand appraisal of his, her or its shares of common stock; and you must not vote or submit a proxy in favor of the proposal to approve the merger agreement.

If you fail to comply with any of these conditions and the merger is completed, you will be entitled to receive payment for your shares of common stock as provided in the merger agreement, but you will not have appraisal rights with respect to your shares of common stock. A holder of shares of common stock wishing to exercise appraisal rights must hold of record the shares of common stock on the date the written demand for appraisal is made and must continue to hold the shares of common stock of record through the effective time of the merger. A proxy that is submitted and does not contain voting instructions will, unless revoked, be voted “FOR” the merger proposal, and it will result in the loss of the stockholder’s right of appraisal and will nullify any previously delivered written demand for appraisal. Therefore, a stockholder who submits a proxy and who wishes to exercise appraisal rights must either submit a proxy containing instructions to vote “AGAINST” the merger proposal or abstain from voting on the merger proposal. Voting against or failing to vote for the merger proposal by itself does not constitute a demand for appraisal within the meaning of Section 262 of the DGCL. The written demand for appraisal must be in addition to and separate from any proxy or vote on the proposal to adopt the merger agreement and approve the merger.

All demands for appraisal should be addressed to Xura, Inc., Attention: Secretary, 200 Quannapowitt Parkway, Wakefield, Massachusetts 01880, and must be delivered to the Company before the vote is taken to approve the proposal to adopt the merger agreement and approve the merger at the Meeting, and must be executed by, or on behalf of, the record holder of the shares of common stock. The demand must reasonably inform the Company of the identity of the stockholder and the intention of the stockholder to demand appraisal of the “fair value” of his, her or its shares of common stock. A stockholder’s failure to deliver to the Company the written demand for appraisal prior to the taking of the vote on the proposal to adopt the merger agreement and approve the merger at the Meeting will result in the loss of appraisal rights.

Only a holder of record of shares of common stock is entitled to demand an appraisal of the shares registered in that holder’s name. Accordingly, to be effective, a demand for appraisal by a holder of our common stock must be made by, or on behalf of, the record stockholder. The demand should set forth, fully and correctly, the record stockholder’s name as it appears on the stockholder’s stock certificate(s) or in the transfer agent’s records, and in the case of uncertificated shares, should specify the stockholder’s mailing address and the number of shares registered in the stockholder’s name. The demand must state that the person intends thereby to demand appraisal of the stockholder’s shares in connection with the merger. The demand cannot be made by the beneficial owner if he or she does not also hold the shares of common stock of record. The beneficial holder must, in such cases, have the registered owner, such as a bank, brokerage firm or other nominee, submit the required demand in respect of those shares of common stock. If you hold your shares of common stock through a bank, brokerage firm or other nominee and you wish to exercise your appraisal rights, you should consult with your bank, brokerage firm or the other nominee to determine the appropriate procedures for the making of a demand for appraisal by the nominee and obtaining notice of the effective date of the merger.

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If shares of common stock are owned of record in a fiduciary capacity, such as by a trustee, guardian or custodian, execution of a demand for appraisal must be made in that capacity. If the shares of common stock are owned of record by more than one person, as in a joint tenancy or tenancy in common, the demand must be executed by or for all joint owners. An authorized agent, including an authorized agent for two or more joint owners, may execute the demand for appraisal for a stockholder of record; however, the agent must identify the record owner or owners and expressly disclose the fact that, in executing the demand, he or she is acting as agent for the record owner or owners. A record owner, such as a bank, brokerage firm or other nominee, who holds shares of common stock as a nominee for others, may exercise his or her right of appraisal with respect to shares of common stock held for one or more beneficial owners, while not exercising this right for other beneficial owners. In that case, the written demand should state the number of shares of common stock as to which appraisal is sought. Where no number of shares of common stock is expressly mentioned, the demand will be presumed to cover all shares of common stock held in the name of the record owner. If a stockholder holds shares of common stock through a broker who in turn holds the shares through a central securities depository nominee such as Cede & Co., a demand for appraisal of such shares must be made by or on behalf of the depository nominee and must identify the depository nominee as record owner.

Within 10 days after the effective time of the merger, the surviving corporation in the merger must give notice of the date that the merger became effective to each of the Company’s record stockholders who has complied with Section 262 of the DGCL and who did not vote in favor of the proposal to adopt the merger agreement and approve the merger. At any time within 60 days after the effective time of the merger, any stockholder who has not commenced an appraisal proceeding or joined a proceeding as a named party may withdraw the stockholder’s demand and accept the merger consideration specified by the merger agreement for that holder’s shares of common stock by delivering to the surviving corporation a written withdrawal of the demand for appraisal. However, any such attempt to withdraw the demand made more than 60 days after the effective time of the merger will require written approval of the surviving corporation. No appraisal proceeding in the Delaware Court of Chancery will be dismissed as to any stockholder without the approval of the Delaware Court of Chancery, with such approval conditioned upon such terms as the Delaware Court of Chancery deems just. If the surviving corporation does not approve a request to withdraw a demand for appraisal when that approval is required, or, except with respect to any stockholder who withdraws such stockholder’s right to appraisal in accordance with the proviso in the immediately preceding sentence, if the Delaware Court of Chancery does not approve the dismissal of an appraisal proceeding, the stockholder will be entitled to receive only the appraised value of his, her or its shares of common stock determined in any such appraisal proceeding, which value may be less than, equal to or more than the merger consideration offered pursuant to the merger agreement.

Within 120 days after the effective time of the merger, but not thereafter, either the surviving corporation or any stockholder who has complied with the requirements of Section 262 of the DGCL and is entitled to appraisal rights under Section 262 of the DGCL may commence an appraisal proceeding by filing a petition in the Delaware Court of Chancery demanding a determination of the fair value of the shares of common stock held by all such stockholders. Upon the filing of the petition by a stockholder, service of a copy of such petition will be made upon the surviving corporation. The surviving corporation has no obligation to file such a petition, has no present intention to file a petition and holders should not assume that the surviving corporation will file a petition. Accordingly, it is the obligation of the holders of our common stock to initiate all necessary petitions to perfect their appraisal rights in respect of shares of common stock within the time prescribed in Section 262 of the DGCL and the failure of a stockholder to file such a petition within the period specified in Section 262 of the DGCL could nullify the stockholder’s previous written demand for appraisal. In addition, within 120 days after the effective time of the merger, any stockholder who has properly complied with the requirements of Section 262 of the DGCL and who did not vote in favor of the merger proposal will be entitled to receive from the surviving corporation, upon written request, a statement setting forth the aggregate number of shares of common stock not voted in favor of the merger proposal and with respect to which demands for appraisal have been received and the aggregate number of holders of such shares. The statement must be mailed within 10 days after such written request has been received by the surviving corporation or within 10 days after the expiration of the period for delivery of demands for appraisal, whichever is later. A person who is the beneficial owner of

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shares of common stock held either in a voting trust or by a nominee on behalf of such person may, in such person’s own name, file a petition for appraisal or request from the surviving corporation such statement.

If a petition for appraisal is duly filed by a stockholder and a copy of the petition is delivered to the surviving corporation, then the surviving corporation will be obligated, within 20 days after receiving service of a copy of the petition, to file with the Delaware Register in Chancery a duly verified list containing the names and addresses of all stockholders who have demanded an appraisal of their shares of common stock and with whom agreements as to the value of their shares of common stock have not been reached. After notice to stockholders who have demanded appraisal from the Register in Chancery, if such notice is ordered by the Delaware Court of Chancery, the Delaware Court of Chancery will conduct a hearing upon the petition and determine those stockholders who have complied with Section 262 of the DGCL and who have become entitled to the appraisal rights provided by Section 262 of the DGCL. The Delaware Court of Chancery may require stockholders who have demanded payment for their shares of common stock to submit their stock certificates to the Register in Chancery for notation of the pendency of the appraisal proceedings; if any stockholder fails to comply with that direction, the Delaware Court of Chancery may dismiss the proceedings as to that stockholder.

After determination of the stockholders entitled to appraisal of their shares of common stock, the Delaware Court of Chancery will appraise the shares of common stock, determining their fair value as of the effective time of the merger after taking into account all relevant factors exclusive of any element of value arising from the accomplishment or expectation of the merger, together with interest, if any, to be paid upon the amount determined to be the fair value. When the fair value has been determined, the Delaware Court of Chancery will direct the payment of such value upon surrender by those stockholders of the certificates representing their shares of common stock. Unless the Delaware Court of Chancery in its discretion determines otherwise for good cause shown, interest from the effective date of the merger through the date of payment of the judgment will be compounded quarterly and will accrue at 5% over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the effective time of the merger and the date of payment of the judgment.

You should be aware that an investment banking opinion as to the fairness from a financial point of view of the consideration to be received in a sale transaction, such as the merger, is not an opinion as to fair value under Section 262 of the DGCL. Although we believe that the merger consideration is fair, no representation is made as to the outcome of the appraisal of fair value as determined by the Delaware Court of Chancery and stockholders should recognize that such an appraisal could result in a determination of a value that may be less than, equal to or more than the merger consideration. Moreover, we do not anticipate offering more than the merger consideration to any stockholder exercising appraisal rights and reserve the right to assert, in any appraisal proceeding, that, for purposes of Section 262 of the DGCL, the “fair value” of a share of our common stock is less than the merger consideration. In determining “fair value,” the Delaware Court of Chancery is required to take into account all relevant factors. In Weinberger v. UOP, Inc., the Delaware Supreme Court discussed the factors that could be considered in determining fair value in an appraisal proceeding, stating that “proof of value by any techniques or methods which are generally considered acceptable in the financial community and otherwise admissible in court” should be considered and that “[f]air price obviously requires consideration of all relevant factors involving the value of a company.” The Delaware Supreme Court has stated that in making this determination of fair value, the court must consider market value, asset value, dividends, earnings prospects, the nature of the enterprise and any other facts which could be ascertained as of the date of the merger which throw any light on future prospects of the merged corporation. Section 262 of the DGCL provides that fair value is to be “exclusive of any element of value arising from the accomplishment or expectation of the merger.” In Cede & Co. v. Technicolor, Inc., the Delaware Supreme Court stated that such exclusion is a “narrow exclusion [that] does not encompass known elements of value,” but which rather applies only to the speculative elements of value arising from such accomplishment or expectation. In Weinberger, the Delaware Supreme Court also stated that “elements of future value, including the nature of the enterprise, which are known or susceptible of proof as of the date of the merger and not the product of speculation, may be considered.”

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Costs of the appraisal proceeding (which do not include attorneys’ fees or the fees and expenses of experts) may be determined by the Delaware Court of Chancery and imposed upon the surviving corporation and the stockholders participating in the appraisal proceeding by the Delaware Court of Chancery, as it deems equitable in the circumstances. Upon the application of a stockholder, the Delaware Court of Chancery may order all or a portion of the expenses incurred by any stockholder in connection with the appraisal proceeding, including, without limitation, reasonable attorneys’ fees and the fees and expenses of experts used in the appraisal proceeding, to be charged pro rata against the value of all shares of common stock entitled to appraisal. Any stockholder who demanded appraisal rights will not, after the effective time of the merger, be entitled to vote shares of common stock subject to that demand for any purpose or to receive payments of dividends or any other distribution with respect to those shares of common stock, other than with respect to payment as of a record date prior to the effective time of the merger. If no petition for appraisal is filed within 120 days after the effective time of the merger, or if the stockholder otherwise fails to perfect, successfully withdraws or loses such holder’s right to appraisal, then the right of that stockholder to appraisal will cease and that stockholder will be deemed to have been converted at the effective time of the merger into the right to receive the $25.00 cash payment (without interest) for his, her or its shares of common stock pursuant to the merger agreement. Inasmuch as the Company has no obligation to file such a petition, and the Company has no present intention to do so, any holder of shares of common stock who desires such a petition to be filed is advised to file it on a timely basis. A stockholder will fail to perfect or effectively lose the right to appraisal if no petition for appraisal is filed within 120 days after the effective date of the merger. In addition, as indicated above, a stockholder may withdraw his, her or its demand for appraisal in accordance with Section 262 of the DGCL and accept the merger consideration offered pursuant to the merger agreement.

Failure to comply strictly with all of the procedures set forth in Section 262 of the DGCL will result in the loss of a stockholder’s statutory appraisal rights. In view of the complexity of Section 262 of the DGCL, the Company’s stockholders who may wish to pursue appraisal rights should consult their legal and financial advisors.

Representations and Warranties

We made customary representations and warranties in the merger agreement that are subject, in many cases, to exceptions and qualifications contained in the merger agreement, in the disclosure letter or in certain reports filed with the SEC. These representations and warranties relate to, among other things:

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The merger agreement also contains customary representations and warranties made by Parent and Merger Sub that are subject, in some cases, to specified exceptions and qualifications contained in the merger agreement. The representations and warranties of Parent and Merger Sub relate to, among other things:

None of the representations and warranties contained in the merger agreement survives the consummation of the merger.

Some of the representations and warranties in the merger agreement made by the Company are qualified as to “materiality” or “Company Material Adverse Effect.”

For purposes of the merger agreement, “Company Material Adverse Effect” means any event, occurrence, fact, condition or change that, individually or in the aggregate, has had or would be reasonably expected to have a material adverse effect on (i) the business, operations, assets, liabilities or financial condition of the Company and its subsidiaries, taken as a whole, or (ii) would prevent the Company from consummating the merger or

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would have a material adverse effect on the ability of the Company to consummate the merger in a timely manner. For purposes of clause (i) above, none of the following will be deemed in and of themselves, either alone or in combination, to constitute, and none of the following will be taken into account in determining whether there is, or would reasonably expected to be, a Company Material Adverse Effect (subject to certain exceptions):

Conduct of Business of the Company Pending the Merger

The merger agreement provides that except (i) as expressly required or permitted by the merger agreement, (ii) as required by applicable law, (iii) as set forth in the disclosure letter that the Company delivered to Parent in connection with the execution of the merger agreement, or (iv) as consented to in writing by Parent, which consent will not be unreasonably withheld, conditioned or delayed except in specified circumstances, during the period of time between the date of the signing of the merger agreement and the earlier of the effective time of the merger and the termination of the merger agreement, the Company will, and will cause its subsidiaries to:

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The Company has also agreed that, except (i) as expressly contemplated, required or permitted by the merger agreement, (ii) as required by applicable law, (iii) as set forth in the disclosure letter that the Company delivered to Parent in connection with the execution of the merger agreement, or (iv) as consented to in writing by Parent, which consent will not be unreasonably withheld, conditioned or delayed, during the period of time between the date of the signing of the merger agreement and the earlier of the effective time of the merger and the termination of the merger agreement, the Company will not, and will cause its subsidiaries not to:

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Stockholders Meeting

We agreed, subject to our organizational documents and applicable law (and regardless of whether there has occurred an adverse recommendation change), as promptly as reasonably practicable following the date on which the staff of the SEC confirms that it has no further comments on the proxy statement or that it does not intend to review the proxy statement, duly call, give notice of, convene and hold the meeting of our stockholders for the purpose of seeking the approval of our stockholders of the merger agreement and the consummation of the transactions contemplated by the merger agreement. We must use our reasonable best efforts to (i) cause the proxy statement to be mailed to our stockholders and to hold the meeting of our stockholders as promptly as reasonably practicable following the date on which the staff of the SEC confirms that it has no further comments on the proxy statement or that it does not intend to review the proxy statement and (ii) to solicit our stockholders to approve the merger agreement and the consummation of the transactions contemplated by the merger agreement. We may not adjourn, postpone or recess the meeting of our stockholders without the prior written consent of Parent, but we must adjourn, postpone or recess the meeting as directed by Parent in order to obtain a quorum or solicit additional votes to approve the merger (so long as such meeting is not adjourned, postponed or recessed to a date on or after the Outside Date). In addition to the foregoing, we agreed not to change the record date for the meeting of stockholders without the prior written consent of Parent.

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We also agreed that the board of directors will recommend to our stockholders that they vote their shares in favor of the merger and to include such recommendation in the proxy statement, except to the extent that our board of directors makes a change in the Company Board Recommendation as permitted by the merger agreement as discussed under “The Merger Agreement—Solicitation of Other Offers.” We further agreed that our obligation to hold the meeting of stockholders will not be affected by the commencement, public proposal, public disclosure or communication to us of any Acquisition Proposal or by the making of any change in the Company Board Recommendation by our board of directors. Without limiting the foregoing, if our board of directors effects an change in the Company Board Recommendation, then our board of directors must submit the merger agreement to our stockholders without a recommendation, in which event our board of directors may communicate the basis for its lack of a recommendation to our stockholders in the proxy statement or an appropriate amendment or supplement thereto to the extent required by applicable law.

Solicitations of Other Offers

As described below, the merger agreement provides for a “go-shop period” during which the Company was permitted to initiate, solicit and encourage any inquiry or the making of any proposals or offers that could constitute Acquisition Proposals (as defined below), subject to, among other things, certain notice and reporting obligations owed to Parent. Following the end of the Go-Shop Period and for the duration of the “no-shop period,” as described below, the Company is generally not permitted to solicit or discuss Acquisition Proposals with third parties, subject to certain exceptions (including that the Company may continue discussions with any Excluded Party (as defined below).

For purposes of the merger agreement:

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Go-Shop Period

The merger agreement provides that during the Go-Shop Period and continuing until the No-Shop Period Start Date, the Company and its subsidiaries and their respective “Representatives” have the right to:

After the date of the merger agreement, the Company will provide a written report to Parent every five business days setting forth the identity of each person or group of persons from whom the Company received a written Acquisition Proposal after the execution of the merger agreement and prior to the No-Shop Period Start Date and provide to Parent:

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The merger agreement provides that, except as may relate to any excluded party (but only for as long as such person or group is an excluded party) or as expressly permitted provisions of the merger agreement summarized in the preceding paragraph, from and after the No-Shop Period Start Date, the Company and its subsidiaries will, and the Company will cause its and its subsidiaries’ Representatives to, immediately cease any activities permitted by provisions of the merger agreement summarized in the preceding paragraphs and any discussions or negotiations with any person or group that may be ongoing with respect to any Acquisition Proposal. With respect to any person or group with whom such discussions or negotiations have been terminated, the Company will terminate such persons’ access to any data room containing the Company’s or any of its subsidiaries’ confidential information and use its reasonable best efforts to promptly require such person or group to promptly return or destroy in accordance with the terms of the applicable confidentiality agreement any information furnished by or on behalf of the Company.

The merger agreement provides that, except as may relate to any excluded party (for so long as such person or group is an excluded party) or as expressly permitted by provisions of the merger agreement summarized in the preceding paragraphs, from the No-Shop Period Start Date continuing until the earlier to occur of the termination of the merger agreement and the receipt of the Company stockholder approval, the Company and its subsidiaries will not, and the Company will cause its and its subsidiaries’ Representatives not to, directly or indirectly:

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The merger agreement provides that, notwithstanding the provisions of the merger agreement which are summarized in the preceding paragraphs or elsewhere in the merger agreement, at any time prior the earlier to occur of the termination of the merger agreement and the receipt of the Company stockholder approval, in response to a written and unsolicited Acquisition Proposal (except to the extent solicited in accordance with the merger agreement) that the board of directors determines in good faith (after consultation with its financial advisor and legal counsel) constitutes or would reasonably be expected to result in a Superior Proposal, the Company may, upon a good faith determination by the board of directors (after receiving the advice of its outside counsel) that failure to take such action would be inconsistent with the board’s fiduciary duties under applicable law:

Pursuant to the merger agreement, the Company will promptly advise Parent in writing, in no event later than forty-eight hours after receipt of any Acquisition Proposal and will indicate the identity of the person making such Acquisition Proposal and the material terms and conditions of any proposal or offer or the nature of any inquiries or contacts, and thereafter will keep Parent reasonably informed of all material developments affecting the status and the material terms of any such Acquisition Proposal. The board of directors will not:

Notwithstanding the foregoing, in certain instances, the board of directors may, at any time prior to the receipt of the stockholder approval of the merger agreement, change the Company Board Recommendation; or terminate the merger agreement, provided, that:

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Efforts to Close the Transaction

In the merger agreement, each of the Company, Parent and Merger Sub agreed to use its commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other party or parties in doing, all things reasonably necessary, proper or advisable under applicable law to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by the merger agreement, including using commercially reasonable best efforts to obtain and maintain all necessary actions or non-actions, waivers, consents, approvals, orders and authorizations from all governmental bodies and make all necessary registrations, declarations and filings with all governmental bodies, that are necessary to consummate the merger.

In addition, each of the Company, Parent and Merger Sub agreed to use their commercially reasonable best efforts to eliminate every impediment under the HSR Act and other antitrust laws. Such efforts include, with respect to Parent and Merger Sub, (i) making any payment to any governmental authority as required by applicable law or the terms of any governmental grant, authorization or permit, (ii) selling, licensing, assigning, transferring, divesting, holding separate or otherwise disposing of any assets, business or portion of business of the Company, the surviving corporation, Parent, Merger Sub or any of their respective subsidiaries, (iii) conducting, restricting, operating, investing or otherwise changing the assets, business or portion of business of the Company, the surviving corporation, Parent, Merger Sub or any of their respective subsidiaries in any manner, or (iv) imposing any restriction, requirement or limitation on the operation of the business or portion of the business of the Company, the surviving corporation, Parent, Merger Sub or any of their respective subsidiaries. The parties also agreed to provide as promptly as reasonably practicable all information required by any governmental body pursuant to its evaluation of the transactions contemplated by the merger agreement under the HSR Act or other applicable antitrust laws.

Employee Benefits

For a period of one year following the effective time of the merger, with respect to employees of the Company or its subsidiaries who are actively employed at the effective time of the merger and who remain employed during such one year period (the “Covered Employees”), Parent will, or will cause the surviving corporation or any subsidiary of the Company to, provide compensation (such term to include salary, annual cash bonus opportunities, commissions and severance) and benefits (including the costs thereof to participants of benefit plans maintained by the Company) that are in the aggregate, no less favorable than the compensation (excluding any equity or equity-based compensation, retention, change of control, transaction or similar bonuses, and nonqualified deferred compensation) and benefits (excluding, any defined benefit pension plan or retiree medical benefits) being provided to employees immediately prior to the effective time of the merger. Additionally, Parent will maintain employee benefit plans, programs, policies, and arrangements for the Covered Employees that are substantially similar in the aggregate to the Company’s employee benefit plans (other than long-term incentives, change in control, retention, transition, stay, or similar arrangements) that were in effect immediately prior to the effective time of the merger. Parent agreed that for all purposes under the compensation and benefit plans, programs, agreements and arrangements of the surviving corporation providing benefits to any Covered Employee after the effective time of the merger, and in which such Covered Employee did not participate prior to the effective time of the merger, each Covered Employee will be credited with his or her years of service with the Company and its affiliates (and any additional service with any predecessor employer) before the effective time of the merger, to the same extent as such Covered Employee was entitled, before the closing, to credit for such service under any analogous employee benefit plan maintained or sponsored by the Company or its subsidiaries,

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except where such credit would result in a duplication of benefits. Additionally, for purposes of any new plan providing medical, dental, prescription, pharmaceutical and/or vision benefits to any Covered Employee, Parent will use commercially reasonable efforts to cause all pre-existing condition exclusions and actively-at-work requirements of such new plan to be waived for such Covered Employee except to the extent such pre-existing conditions and actively-at-work requirements would apply under any analogous Company benefit plan, and Parent will use commercially reasonable efforts to cause any eligible expenses incurred by such Covered Employee and his or her covered dependents under a Company benefit plan during the portion of the plan year prior to the closing to be taken into account under such new plan for purposes of satisfying all deductible, co-insurance, copayment and maximum out-of-pocket requirements applicable to such Covered Employee for the applicable plan year as if such amounts had been paid in accordance with such new plan.

Financing

Parent’s obligation to complete the merger is not conditioned on Parent’s receipt of any financing. Parent has secured committed financing, consisting of a combination of (i) equity to be provided by Siris Partners III, L.P. and Siris Partners III Parallel, L.P., which are affiliates of Siris and/or one or more of their permitted assignees, and (ii) debt financing to be provided by affiliates of Cerberus Business Finance, LLC.

In connection with the entry into the merger agreement, Parent delivered to us copies of the debt commitment letter, dated May 23, 2016, from Cerberus Business Finance, LLC, pursuant to and subject to the terms and conditions of which, the lender has committed to lend the amounts set forth therein, which amounts together with the cash balances of Parent and its affiliates, will be sufficient to enable Parent and Merger Sub to make all payments required to be made in connection with the transactions contemplated by the merger agreement.

Under the merger agreement, Parent and Merger Sub will use their reasonable best efforts to consummate on a timely basis to facilitate the closing of the merger and the financing contemplated by the commitment letter on the terms set forth therein. In the event any portion of the financing becomes unavailable on the terms and conditions contemplated in the commitment letter, Parent will promptly notify us and Parent and Merger Sub will use their reasonable best efforts to arrange and obtain alternative financing from the same or alternative sources (x) on terms and conditions not materially less favorable to Parent or Merger Sub, than the commitment letter and (y) in an amount sufficient to consummate the transactions contemplated by the merger agreement.

In connection with Parent’s efforts to arrange the financing, we agreed to use our reasonable best efforts to provide, and will use our reasonable best efforts to cause our subsidiaries to provide, such necessary cooperation in connection with the arrangement of the financing as may be reasonably requested by Parent, including (i) reasonably cooperating with due diligence efforts of Parent and the financing sources, including assisting with the furnishing Parent with the customary information regarding the Company and its subsidiaries which is required for the preparation of pro forma financial statements, credit agreements (and security documentation related thereto) and similar documents required in connection with the debt financing, (ii) furnishing Parent such financial information regarding the Company and its subsidiaries as is customarily required in connection with the executing of financings of a type similar to the debt financing, (iii) reasonably cooperating to permit the prospective lenders involved in the debt financing to evaluate the Company and its subsidiaries’ current assets, cash management and accounting systems, policies and procedures relating thereto for the purpose of establishing collateral arrangements to the extent customary and reasonable and otherwise reasonably facilitating the grant of a security interest in the collateral and guarantees, in each case, as contemplated by the debt financing, (iv) obtaining any authorization or consent reasonably necessary or required in connection with the debt financing, (v) obtaining customary payoff letters, lien terminations and instruments of discharge to be delivered at the closing of the merger to allow for the payoff, discharge and termination in full all indebtedness of the Company required to be terminated and released substantially concurrently with the closing of the merger, (vi) furnishing Parent and the financing sources with all documentation and other information requested by the financing sources in writing at least ten (10) days prior to the closing of the merger which are required under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act,

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(vii) executing and delivering any credit agreements, pledge and security documents, guarantees and other definitive financing documents or requested customary certificates and documents, and (viii) reasonably facilitating the taking of all corporate actions reasonably necessary to permit the consummation of the financing.

Notwithstanding the foregoing, nothing in the merger agreement will (i) require the Company or any of its subsidiaries or their representatives to waive or amend any terms of the merger agreement or agree to pay any commitment or other fees or reimburse any expenses in connection with the financing that are not contingent upon the closing of the merger or incur any actual or potential liability or obligation or give any indemnities in connection with the financing that are not contingent upon the closing of the merger, (ii) unreasonably interfere with the ongoing business or operations of the Company and its subsidiaries or create an unreasonable risk of damage or destruction to any property or assets of the Company or any of its subsidiaries, (iii) require the Company or any of its subsidiaries to take any action that will conflict with or violate the Company’s certificate of incorporation or by-laws, any laws or result in the contravention of, or that would reasonably be expected to result in a violation or breach of, or default under, any contract to which the Company or any of its subsidiaries is a party, (iv) require the Company or any of its subsidiaries to enter into or approve any financing or purchase agreement for the financing prior to the effective time of the merger, (v) result in any significant interference with the prompt and timely discharge of the duties of any of the Company’s executive officers or senior management, (vi) result in or reasonably be expected to result in any officer or director of the Company or any of its subsidiaries or their representatives incurring personal liability that with respect to any matters relating to the financing, (vii) require any of the Company or its subsidiaries to consent to the prefiling of UCC-1 financing statements or any other grant of lien or other encumbrances prior to the effective time of the merger or (viii) require any of the boards of directors of the Company or any of its subsidiaries to enter into any resolutions or take similar action that is not conditioned upon, or becomes operative at any time prior to, the occurrence of the closing of the merger unless the directors continue in such role as of the effective time of the merger. Neither the Company, nor any of its subsidiaries or their respective representatives will have any liability or incur any losses, damages or penalties with respect to the debt financing in the event the closing of the merger does not occur.

If the merger agreement is terminated, Parent will promptly upon written request by the Company, reimburse the Company for all reasonable and documented out-of-pocket costs and expenses to the extent such costs are incurred by the Company or any of its subsidiaries in connection with the cooperation provided by the Company in connection with Parent’s financing activities. Parent also agreed to indemnify and hold harmless, the Company, its subsidiaries and their respective representatives from and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by any of them in connection with the financing and any information utilized in connection therewith (other than any information prepared or provided by the Company, its subsidiaries or any of their respective representatives) to the fullest extent permitted by applicable law except, in each case, to the extent resulting from gross negligence or willful misconduct of the Company or its subsidiaries or any of their respective representatives as determined in a final non-appealable judgment by a court of competent jurisdiction.

Notwithstanding anything to the contrary contained in the merger agreement, nothing will require, and in no event will the reasonable best efforts of Parent or its subsidiaries be deemed or construed to require, Parent or any of its subsidiaries to (i) seek equity financing from any source other than those counterparty to, or in any amount in excess of that contemplated by, the equity commitment letter (ii) pay any fees in excess of those contemplated in the commitment letter, (iii) amend or waive any of the terms or conditions hereof or (iv) agree to terms of any financing that are less favorable than those contemplated in the commitment letter.

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Limited Guarantee

Pursuant to a limited guarantee delivered by the guarantors in favor of the Company, dated as of May 23, 2016, (the “Limited Guarantee”), Siris Partners III, L.P. and Siris Partners III Parallel, L.P. (the “guarantors”) agreed to guarantee as and when due on the terms and subject to the conditions set forth in the Limited Guarantee:

We refer to the obligations in the previous two bullets as the “Guaranteed Obligations.”

The guarantors’ obligations under the Limited Guarantee are subject to an aggregate cap equal to the amount of (i) the reverse termination fee plus (ii) all reasonable out-of-pocket expenses (including reasonable fees of counsel) incurred by the Company in connection with its enforcement of such guarantee, less the portion of the above amounts, if any, paid to the Company by Parent, Merger Sub or any other person that is not rescinded or otherwise returned.

Subject to specified exceptions, the Limited Guarantee will terminate upon the earliest of:

Conditions to the Merger

The respective obligations of the Company, Parent and Merger Sub to consummate the merger are subject to the satisfaction or waiver at or prior to the effective time of the merger of the following conditions:

The Company’s obligation to effect the merger is also subject to the satisfaction or waiver by the Company in writing at or prior to the effective time of the merger of the following additional conditions:

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The obligations of Parent and Merger Sub to effect the merger are also subject to the satisfaction or waiver by Parent in writing at or prior to the effective time of the following additional conditions:

Rulings

Pursuant to the merger agreement, the Company agreed to, as soon as practicable after the date of the merger agreement, instruct its Israeli counsel, advisors and/or accountants to prepare and file with the Israeli Tax Authority (the “ITA”) in full coordination with Parent, an application for a ruling (which requires the approval of

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Parent prior to its submission) to determine the Israeli tax implications in respect to equity awards and shares granted to employees in Israel, whether in the past or present. The Company or applicable Company subsidiary shall include in the request for the option tax ruling a request to exempt Parent, the Surviving Corporation, the Payment Agent and their respective agents from any withholding obligation. If the option tax ruling is not granted prior to the Closing or in accordance with the instructions of the ITA, the Company or applicable Company Subsidiary shall seek to obtain prior to the Closing an interim tax ruling confirming, among other things, that Parent and any Person acting on its behalf (including the Payment Agent) shall be exempt from Israeli withholding tax in relation to any payments made with respect to any Company equity awards and Company shares (whether or not subject to Section 102 of the Ordinance) to the Payment Agent or the 102 Trustee in connection with the merger (the “Interim Option Tax Ruling”).

In addition, the Company agreed to prepare and file with the ITA, as soon as reasonably practicable after the execution of the merger agreement, an application for a ruling (a) with respect to holders of shares of common stock or Company equity awards that are non-Israeli residents (as defined in the Ordinance or as will be determined by the ITA), exempting Parent, and its respective agents from any obligation to withhold Israeli tax from any consideration payable or otherwise deliverable pursuant to the merger agreement, including the merger consideration, or clarifying that no such obligation exists, or clearly instructing Parent and its respective agents, on how such withholding is to be executed; and (b) with respect to holders of shares of common stock that are Israeli residents (as defined in the Ordinance or as will be determined by the ITA) (excluding shares of common stock subject to Section 102 of the Ordinance) exempting Parent, its respective agents from any obligation to withhold Israeli tax from any consideration payable or otherwise deliverable pursuant to the merger agreement, including the merger consideration, or clarifying that no such obligation exists, or clearly instructing Parent, and its respective agents on how such withholding is to be executed (we refer to such ruling as the Withholding Tax Ruling).

Termination of the Merger Agreement

The merger agreement may be terminated and the merger may be abandoned at any time prior to the effective time of the merger notwithstanding any approval of the merger agreement by the stockholders of the Company, by written notice of the terminating party to the other parties:

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A “Triggering Event” will be deemed to have occurred if, prior to receiving approval of the Company’s stockholders: (i) the board of directors has effected a change in Company Board Recommendation; (ii) the Company has failed to recommend the merger and the approval of the merger agreement by the stockholders of the Company; (iii) the board of directors or any committee thereof has approved, endorsed or recommended any Acquisition Proposal; (iv) the Company has executed any contract relating to any Acquisition Proposal other than a customary confidentiality agreement expressly permitted by the merger agreement; (v) a tender or exchange offer relating to securities of the Company will have been commenced and the Company will not have sent to its security holders, within ten (10) business days after the commencement of such tender or exchange offer, a statement disclosing that the Company recommends rejection of such tender or exchange offer and reaffirming its recommendation of the merger agreement; (vi) the board of directors failed to publicly reaffirm its recommendation of the merger agreement within ten (10) business days after Parent so requests in writing in response to an Acquisition Proposal or revision thereof or proxy solicitation or threatened proxy solicitation or other publicly disclosed campaign or effort to solicit opposition to the transactions contemplated by the merger agreement or (vii) there has occurred a material breach of the Company’s obligations described above under “Solicitation of Other Offers” or “Stockholders Meeting.” A “Triggering Event” does not include any action permitted by the merger agreement and described above under “Solicitations of Other Offers” with respect to an Excluded Party.

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Effect of Termination

If the merger agreement is terminated in accordance with its terms, the merger agreement will be of no further force or effect (subject to certain designated provisions of the merger agreement which survive, including provisions relating to expenses, the termination fees and specific enforcement, among others).

Termination Fees

The Company has agreed to pay Parent a termination fee in the amount set forth below in certain circumstances described below:

The termination fee equal to approximately $12.9 million is payable by the Company in order to enter into a definitive agreement relating to a Superior Proposal with an Excluded Party if the definitive agreement is entered into within five business days following the end of the Go-Shop Period. In all other circumstances, the termination fee payable by the Company is equal to approximately $22.5 million. The parties agree that in no event will the Company be required to pay the termination fee on more than one occasion.

Parent has agreed to pay the Company a termination fee of approximately $38.6 million if the merger agreement is terminated by the Company (i) pursuant to the termination right that arises in the context of the Parent’s or Merger Sub’s breach or inaccuracy of any representation or warranty contained in the merger agreement or Parent or Merger Sub has failed to perform or comply with any of its covenants or agreements contained in the merger agreement, or (ii) Parent has failed to consummate the merger (as such termination right is described above) when required under the merger agreement.

Expenses

Except in certain circumstances expressly provided in the merger agreement, all costs and expenses incurred in connection with the merger agreement will be paid by the party incurring such cost or expense.

Specific Performance

The parties have agreed that irreparable damage would occur for which monetary damages would not be an adequate remedy in the event that any of the provisions of the merger agreement are not performed by the other

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party in accordance with the terms thereof or are otherwise breached. The non-breaching party is therefore entitled to specific performance and the issuance of injunctive and other equitable relief, provided that the Company’s right to cause Parent to draw on the equity financing is subject to certain conditions including the satisfaction or waiver of the closing conditions in the merger agreement and the availability of the debt financing.

Amendments and Waivers

At any time prior to the Effective Time, the merger agreement may be amended in all respects, by written agreement signed by each of Parent, Merger Sub and the Company. The merger agreement may not be amended except by an instrument in writing signed on behalf of each of the parties, provided provisions in the merger agreement relating to financing sources to the extent an amendment, modification, waiver or termination of such provision would modify the substance of those provisions, may not be amended, modified, waived or terminated in a manner that impacts or is adverse in any respect to financing sources without the prior written consent of the financing sources.

Subject to the prior written consent requirement above, at any time prior to the effective time, Parent, on the one hand, and the Company, on the other hand, may (a) extend the time for the performance of any of the obligations or other acts, (b) waive any inaccuracies in the representations and warranties, in the case of Parent, of the Company and, in the case of the Company, of Parent or Merger Sub, in each case, contained in the merger agreement (or in any document delivered pursuant thereto) and (c) waive compliance with any of the agreements or conditions, in the case of Parent, of the Company and, in the case of the Company, of Parent or Merger Sub, in each case, contained in the merger agreement. Any agreement on the part of a party to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party.

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PROPOSAL NO. 1 APPROVAL OF THE MERGER AGREEMENT

We are asking you to adopt the merger agreement and approve the merger and other transactions contemplated by the merger agreement.

For a summary of and detailed information regarding this proposal, see the information about the merger agreement and the merger throughout this proxy statement, including the information set forth in the sections captioned “The Merger” and “The Merger Agreement.” A copy of the merger agreement is attached to this proxy statement as Annex A. You are urged to read the merger agreement carefully in its entirety.

Under applicable law, we cannot complete the merger without the affirmative vote of a majority of the outstanding shares of common stock voting in favor of the proposal to adopt the merger agreement and approve the merger and other transactions contemplated by the merger agreement. If you abstain from voting, fail to cast your vote, in person or by proxy, or fail to give voting instructions to your brokerage firm, bank, trust or other nominee, it will have the same effect as a vote against the proposal to adopt the merger agreement.

Recommendation of the Board of Directors

The board of directors recommends that you vote “FOR” the proposal to adopt the merger agreement and approve the merger and other transactions contemplated by the merger agreement.

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PROPOSAL NO. 2 ELECTION OF DIRECTORS

Director Criteria, Qualifications and Experience

The board of directors is responsible for recommending the nominees to stockholders for their election to serve as its members. The board of directors has delegated to the Corporate Governance & Nominating Committee the responsibility to identify and evaluate director candidates to be elected or re-elected by stockholders and to fill any vacancies on the board of directors. In addition, the Corporate Governance & Nominating Committee reviews periodically the composition of the board of directors as a whole, including whether the directors reflect an appropriate level of independence, sound judgment, business specialization, technical skills, diversity and other desired qualities and whether the board of directors is of the appropriate size at that point in time. Our Bylaws and our Corporate Governance Guidelines & Principles set forth certain criteria for the nomination of directors. Our Corporate Governance Guidelines & Principles provide that it is the expectation of the board of directors that all members of the board of directors, other than the Chief Executive Officer, be independent. In addition, director candidates must exhibit high personal and professional ethics, integrity and values, experience relevant to the board’s oversight of the business and a commitment to the long-term interests of the stockholders. They must be capable of objective and mature judgment grounded in an inquisitive perspective and practical wisdom. To fulfill these objectives, the board of directors has determined that it is important to nominate directors with the experiences, qualifications and skills that include, among others:

The board of directors seeks to reflect diverse experience and candidates are selected with this balance in mind. We believe that the composition of our board of directors is balanced and that the diverse experiences, qualifications and skills of our directors enable us to adequately address our current challenges and execute our strategies.

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The Corporate Governance & Nominating Committee considers candidates recommended for nomination by our stockholders using the same criteria as it applies to recommendations from existing directors and members of our management. Stockholders are invited to submit recommendations by writing to: Corporate Governance & Nominating Committee, Xura, Inc., 200 Quannapowitt Parkway, Wakefield, MA 01880.

Nominees for Election—Background and Qualifications

Below is a summary of the qualifications and experience of each nominee, including biographical data for at least the last five years and an assessment of the experience, qualifications and skills of each such nominee.

Our board of directors unanimously recommends that stockholders vote “FOR” the election to the

board of directors of each of the following nominees.

Susan D. Bowick. Ms. Bowick has served as a member of our board of directors since October 2012. Ms. Bowick served as a consultant to the joint venture of Nokia Corporation and Siemens A.G. during 2006. From 2004 to 2007, Ms. Bowick served as an independent consultant to SAP A.G., a provider of software solutions, and Nokia Corporation, a manufacturer of mobile devices. From 1977 to 2004, Ms. Bowick served at various executive positions with Hewlett-Packard Company, a provider of information technology, infrastructure, personal computing and global services and imaging and printing products and services, most recently as its Executive Vice President, Human Resources and Workforce Development. Ms. Bowick currently serves as a director and the Chair of the Compensation Committee of EarthLink, Inc., an Internet service provider. In addition, Ms. Bowick served as a member of the board of Comverse Technology, Inc. (or CTI) from December 2006 to February 2013 and Verint Systems Inc. from September 2011 to September 2012. Ms. Bowick formerly served as a guest lecturer at Stanford Graduate School of Business and was a founding board member of the Washington state M.E.S.A. program engaged in the identification and retention of high potential junior high school students. Ms. Bowick holds a B.S., Business Administration and Education from the University of Nebraska. Ms. Bowick’s qualifications to serve on the board of directors include her leadership, operational and global experience as a consultant and executive in the area of executive compensation and human resources at publicly-held companies. Ms. Bowick also has public company board and corporate governance experience attributable to her service as an independent director of a NASDAQ-listed company.

James Budge. Mr. Budge has served as a member of our board of directors since October 2012. Mr. Budge has served as the Chief Financial Officer of Anaplan, a provider of cloud-based planning software, since January 2016. Previously, Mr. Budge served as Chief Operating Officer and Chief Financial Officer of Genesys Telecommunications Laboratories, Inc., a producer of call center software, from May 2012 to January 2016. Mr. Budge served as the Chief Financial Officer of Rovi Corporation (NASDAQ: ROVI), a global provider of digital entertainment technology solutions, from September 2005 to May 2012 and as its Chief Financial Officer

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and Chief Operating Officer from February 2012 to May 2012. Mr. Budge served as Chief Financial Officer of Trados, Inc., an enterprise management software provider, from January 2004 until its merger with SDL International in August 2005. From August 2002 until joining Trados, Inc., Mr. Budge served as Chief Financial Officer of Sendmail, Inc., a secure email provider, and from April 1999 until its merger with IBM in January 2002, Mr. Budge served as Chief Financial Officer of CrossWorlds Software, Inc., a provider of business infrastructure software. Mr. Budge holds a B.S. in Accounting from Brigham Young University. Mr. Budge’s qualifications to serve on the board of directors include his significant operational and financial expertise.

Niccolo De Masi. Mr. De Masi has served as a member of our board of directors since November 2015, and has served as the President and Chief Executive Officer of Glu Mobile Inc. (“Glu”) and as one of its directors since January 2010. Mr. De Masi became interim Chairman of Glu’s board of directors in July 2014 and Chairman in December 2014. Prior to joining Glu, Mr. De Masi was the Chief Executive Officer and President of Hands-On Mobile, a mobile technology company and developer and publisher of mobile entertainment, from October 2009 to December 2009, and previously served as the President of Hands-On Mobile from March 2008 to October 2009. Prior to joining Hands-On Mobile, Mr. De Masi was the Chief Executive Officer of Monstermob Group PLC, a mobile entertainment company, from June 2006 to February 2007. Mr. De Masi joined Monstermob in 2004 and, prior to becoming its Chief Executive Officer, held positions as its Managing Director and as its Chief Operating Officer, where he was responsible for formulating and implementing Monstermob’s growth and product strategy. Prior to joining Monstermob, Mr. De Masi worked in a variety of corporate finance and operational roles within the technology, media and telecommunications (TMT) sector, beginning his career with JP Morgan on both the TMT debt capital markets and mergers and acquisitions teams in London. He also has worked as a physicist with Siemens Solar and within the Strategic Planning and Development divisions of Technicolor. Mr. De Masi holds an M.A. degree in Physics and an MSci. degree in Electronic Engineering-both from Cambridge University. Mr. De Masi’s qualifications to serve on the board of directors include his leadership, operational, financial, business and strategy experience as well as his corporate governance experience attributable to his service as President, Chief Executive Officer and Chairman of the board of directors of a publicly traded company.

Matthew A. Drapkin. Mr. Drapkin has served as a member of our board of directors since March 2014. Mr. Drapkin is the Chief Executive Officer and Portfolio Manager of Northern Right Capital Management, L.P. (formerly known as Becker Drapkin Management, L.P.), a value-oriented, alternative asset manager focused on constructive activist investing in the small-cap space. Mr. Drapkin has served on seven public company boards. In addition to serving on our board of directors, Mr. Drapkin has been a member of the board of directors for Intevac, Inc., a provider of equipment solutions to the hard disk drive industry and high-sensitivity imaging products and visions systems, primarily for the defense market, since December 2013. From June 2011 to October 2013, Mr. Drapkin served as a director for Ruby Tuesday, Inc. (NYSE: RT), a restaurant operator, where he was the Chairman of the board of directors; from October 2010 to June 2013 he served as the Lead Independent Director of Hot Topic, Inc. (NASDAQ: HOTT), a specialty retailer, and he has served as a director of Glu Mobile Inc. (May 2010 to April 2013) (NASDAQ: GLUU), Plato Learning, Inc. (March 2009 to May 2010), and Alloy, Inc. (April 2010 to November 2010). Prior to joining Northern Right Capital in December 2009, Mr. Drapkin had extensive investment experience including his work as Head of Research, Special Situations, and Private Equity at ENSO Capital, a New York-based hedge fund, and Senior Vice President of Corporate Development at MacAndrews & Forbes, where he participated in more than $3 billion of transactions, including those of Scientific Games, Deluxe Entertainment Services, AM General, and Scantron. Prior to MacAndrews & Forbes, Mr. Drapkin was General Manager of two Condé Nast’s publications’ wholly-owned Internet sites, Epicurious.com and Concierge.com, and headed Condé Nast’s Internet venture investment effort. Mr. Drapkin began his professional career as an investment banker at Goldman, Sachs & Co., where he advised companies on corporate finance and mergers and acquisitions matters. Mr. Drapkin holds a J.D. from Columbia Law School, an M.B.A. from Columbia Business School, and a B.A. in American History from Princeton University. See “Certain Relationships and Related Party Transactions-Agreement with Northern Right Capital” for additional information regarding an agreement we entered into with Mr. Drapkin and his affiliates in connection with Mr. Drapkin joining our board of directors.

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Doron Inbar. Mr. Inbar has served as a member of our board of directors since October 2012. Mr. Inbar has been a Venture Partner at Carmel Ventures, an Israeli-based venture capital firm that invests primarily in early stage companies in the fields of Software, Communications, Semiconductors, Internet, Media, and Consumer Electronics, since 2006. Previously, Mr. Inbar served as the President of ECI Telecom Ltd., a global telecom networking infrastructure provider, from November 1999 to December 2005 and its Chief Executive Officer from February 2000 to December 2005. Mr. Inbar joined ECI Telecom Ltd. in 1983 and during his first eleven years with the company, served in various positions at its wholly-owned U.S. subsidiary, ECI Telecom, Inc., in the U.S., including Executive Vice President and General Manager. In July 1994, Mr. Inbar returned to Israel to become Vice President, Corporate Budget, Control and Subsidiaries of ECI Telecom Ltd. In June 1996, Mr. Inbar was appointed Senior Vice President and Chief Financial Officer of ECI Telecom Ltd., and he became Executive Vice President of ECI Telecom Ltd. in January 1999. Mr. Inbar served on the board of directors of Alvarion Ltd. (NASDAQ: ALVR), a company that designs and sells broadband wireless and Wi-Fi products, from September 2009 until 2016, where he was a member of its audit and compensation committees and served as Chairman of its Nominating and Governance Committee. Mr. Inbar currently serves on the board of directors, as well as the audit and nominating and governance committees, of SolarEdge Technologies Inc. (NASDAQ: SEDG), an innovative start up in the photovoltaic industry, as Chairman of the Board of Archimedes Global Ltd., a company which provides health insurance and health provision in East Europe, on the board of directors of Maccabi dent Ltd., the largest chain of dental service clinics in Israel, on the board of directors of Middle East Tube Company Ltd (Tzinorot), a manufacturer of pipelines and water transport systems, and on the board of directors of Degania Silicone Ltd., a designer and vendor of medical devices. Previously, Mr. Inbar served as Chairman of the Board of C-nario Ltd., a global provider of digital signage software solutions, Chairman of the Board of Followap Inc., which was sold to Neustar, Inc. in November 2006, and Chairman of the Board of Enure Networks Ltd. Mr. Inbar holds a B.A. in Economics and Business Administration from Bar-Ilan University, Israel. Mr. Inbar’s qualifications to serve on the board of directors include his extensive management and financial expertise, in addition to his experience serving as a director and the Chairman of the Board of several companies.

Henry R. Nothhaft (Chairman of the Board). Mr. Nothhaft has served as the chairman of our board of directors since October 2012. Mr. Nothhaft served as president and chief executive officer of TESSERA Technologies, Inc. from August 2008 to May 2011 and served as a member of the board of directors of that company from June 2004 to May 2011, and as chairman of the board from January 2010 to May 2011. Mr. Nothhaft is also the author of “Great Again: Revitalizing America’s Entrepreneurial Leadership,” a business policy book published in 2010 by Harvard Business Review Press. Prior to joining TESSERA, Mr. Nothhaft served as chief executive officer and chairman of the board of Danger Inc., a software company for wireless service providers from October 2002 to April 2008 when it was sold to Microsoft Corporation. From May 2001 to October 2002, he served as president and chief executive officer of Endforce, an IP software company, where he remained non-executive chairman of the board from October 2002 to March 2005. Mr. Nothhaft joined Concentric Network Corporation, a recognized market leader in Enterprise Virtual Private Networks, high-speed access and electronic commerce enabled web hosting, as president and chief executive officer in 1995, and became chairman of the board in 1998. Mr. Nothhaft led Concentric to a successful initial public offering, resulting in the listing of that company on the NASDAQ in August 1997. In June 2000, Concentric merged with Nextlink and became XO Communications, Inc., with Mr. Nothhaft serving as vice chairman until April 2001. From 1989 to 1994, Mr. Nothhaft was president and chief executive officer of David Systems, a data networking equipment firm, until it was sold to Chipcom Corporation. From 1983 to 1989, he held various executive positions and served on the board of directors of DSC Communications Corporation, a telecommunications company that designs, develops, manufactures and markets digital switching, access, transport and private network system products for the worldwide telecommunications marketplace. From 1979 to 1983, Mr. Nothhaft was vice president of marketing and sales for GTE Telenet Communications Corporation (now Sprint), the first public data network provider in the U.S. Mr. Nothhaft served as the chairman of the board of directors of SPTS Technologies (from November 2011 until SPTS Technologies’ sale to Orbotek in August 2014). Mr. Nothhaft previously served on the boards of directors of a number of public and private companies, including DSC Communications Corporation (formerly known as Digital Switch Corporation), Openwave Systems, Inc., Ocular

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Networks, Vantage Data Centers, VMX, Inc., XO Communications, Inc., and Unwired Planet. He received an M.B.A. in Information Systems Technology from George Washington University and a B.S. with distinction in Politics & Economics from the U.S. Naval Academy, and is a former officer in the U.S. Marine Corps. Mr. Nothhaft has also completed the Stanford Law School’s executive education training on corporate governance and the AEA executive M.B.A. program at Stanford University. Mr. Nothhaft’s qualifications to serve on the board of directors include his extensive leadership, operational, financial, global business and global strategy experience attributable to his service as Chief Executive Officer and Chairman of the Board of a significant number of companies. Mr. Nothhaft also has corporate governance experience attributable to his service as a director in publicly traded companies.

Philippe Tartavull (Chief Executive Officer). Mr. Tartavull has served as our President and Chief Executive Officer and as a member of our board of directors since May 2012. From December 2007 to August 2011, Mr. Tartavull served as President and Chief Executive Officer of Hypercom Corporation, a publicly traded global leader in high security, end-to-end electronic payment products and services, and from February 2007 to November 2007 served as its President and Chief Operating Officer. Hypercom was acquired by Verifone Systems, Inc. in August 2011. From 1998 to 2007, Mr. Tartavull served as President of Oberthur Card Systems of America Corp., following a year as that company’s chief operating officer. Oberthur is one of the world’s leading providers of card-based solutions including SIM (Subscriber Identity Module) and multi-application smart cards as well as related software, applications and services. From 1988 to 1998, Mr. Tartavull served as President and Chief Executive Officer of Thales/Syseca Inc., a provider of systems integration services and mission critical software for the transportation and utilities industries. His previous positions included several management positions at Syseca/Thales, Compagnie Internationale Des Services Informatiques, Baker International and European Management Oil & Gas Investment. Mr. Tartavull formerly served as a director of Hypercom Corporation and MRV Communications, Inc. Mr. Tartavull earned an M.B.A. from the Institut d’Administration des Enterprises, Sorbonne University, an M.S. in Engineering from Ecole Nationale Superieure des Petroles et de Moteurs, and a B.S. in Engineering from the Centre d’Etudes Superieures des Techniques Industrielles, all in Paris, France. He is also a graduate of the Executive Program at the UCLA Anderson School of Management. Mr. Tartavull’s qualifications to serve on the board of directors include his leadership, operational, financial, global business and global strategy experience attributable to his service as Chief Executive Officer. Mr. Tartavull also has corporate governance experience attributable to his service as a director in publicly traded companies.

Mark C. Terrell. Mr. Terrell has served as a member of our board of directors since October 2012. Mr. Terrell served as the Partner in Charge and Executive Director of KPMG’s Audit Committee Institute (or ACI) from 2000 to 2004, in which capacity he established the ACI’s mission and strategy. Mr. Terrell was a KPMG audit engagement partner from 1979 to 2000 and acted, from 1985 to 2000, as the Office Managing Partner of three KPMG offices—El Paso, Texas; Albuquerque, New Mexico; and St. Petersburg, Florida. During Mr. Terrell’s thirty-five year career in public accounting he served on a number of not-for-profit boards in each of the communities in which he practiced, and he has spoken extensively on both audit committee and broader corporate governance issues. Mr. Terrell served as a member of the CTI board of directors from July 2006 to February 2013. From December 2006 to March 2008, Mr. Terrell served as non-executive Chairman of the board of directors for CTI. Mr. Terrell also served as a director of Verint Systems Inc. from April 2012 to February 2013. Following his retirement from KPMG in 2004, Mr. Terrell participated as a faculty member of the National Association of Corporate Directors. Mr. Terrell received his Bachelor of Business Administration degree from the University of Texas at El Paso in 1967. Mr. Terrell’s qualifications to serve on the board of directors include his financial and accounting experience attributable to his service as a senior partner at a prominent accounting firm. In addition, Mr. Terrell has public company and corporate governance experience as a director for not-for-profit corporations and through his involvement in corporate governance activities.

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PROPOSAL NO. 3 RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

On June 1, 2016, the Audit Committee dismissed PricewaterhouseCoopers LLP (“PwC LLP”) as the Company’s independent registered public accounting and appointed PwC Israel as its independent registered public accounting firm, commencing with the review of the Company’s financial statements to be included in the Company’s quarterly report on Form 10-Q for the fiscal quarter ended April 30, 2016.

PwC LLP and PwC Israel are each member firms of PricewaterhouseCoopers International Limited. Although PwC Israel has not previously served as the Company’s independent registered public accounting firm, it provided assistance to PwC LLP in prior year audits.

PwC LLP’s audit reports on the consolidated financial statements for the fiscal years ended January 31, 2016 and 2015 of Xura, Inc. did not contain an adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principle.

During the Company’s fiscal years ended January 31, 2016 and 2015 and the subsequent interim period through June 1, 2016, there were no disagreements between the Company and PwC LLP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure which, if not resolved to PwC LLP’s satisfaction, would have caused PwC LLP to make reference to the matters in their reports on the Company’s consolidated financial statements for such years.

During the Company’s fiscal years ended January 31, 2016 and 2015 and the subsequent interim period through June 1, 2016, there were no reportable events as defined in Item 304(a)(1)(v) of Regulation S-K, except as follows. As previously reported in the Company’s Annual Report on Form 10-K for the year ended January 31, 2016, the Company concluded that the system of internal control over financial reporting was not effective as of January 31, 2016 due to the following material weaknesses.

The Company lacked sufficient complement of personnel at the Acision subsidiary with a level of financial reporting expertise commensurate with the financial reporting requirements. This material weakness contributed to the following material weaknesses related to Acision: a) Acision did not design and maintain effective controls related to period end reporting, including the review and approval of transactions and account reconciliations, b) Acision did not design and maintain effective controls over journal entries, and c) Acision did not design and maintain effective controls over segregation of duties and program changes within the Acision ERP system. These material weaknesses resulted in the revision of service costs, cash, accounts receivable, prepaid and other assets, fixed assets, deferred cost of goods sold, income taxes payable, accrued expenses and deferred tax assets and liabilities in the Company’s consolidated financial statements for the quarter ended October 31, 2015.

The Company lacked a sufficient level of personnel with sufficient technical expertise and knowledge of U.S. generally accepted accounting principles to properly account for and disclose the income tax effects of certain significant transactions. This material weakness resulted in the revision of long-term liabilities and income from discontinued operations in our consolidated financial statements for each of the quarters ended on July 31, 2015 and October 31, 2015.

The Audit Committee discussed the subject matter of the foregoing material weaknesses with PwC LLP, and the Company has authorized PwC LLP to respond fully to the inquiries of the successor independent registered public accounting firm concerning the material weaknesses.

During the Company’s fiscal years ended January 31, 2016 and 2015 and the subsequent interim period through June 1, 2016, neither the Company, nor anyone on behalf of the Company, consulted with PwC Israel with respect to either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and no

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written report or oral advice was provided by PwC Israel to the Company that PwC Israel concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing, or financial reporting issue or (ii) any matter that was the subject of either a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to S-K 304) or a reportable event (as described in Item 304(a)(1)(v) of Regulation S-K), other than in the ordinary course of the audit.

The Company provided PwC LLP with a copy of the foregoing statements and requested that PwC LLP furnish the Company a letter addressed to the Securities and Exchange Commission stating whether or not PwC LLP agrees with the above statements. A copy of such letter was included as Exhibit 16.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 3, 2016.

Policy on Audit Committee Pre-Approval of Audit, Audit-Related and Non-Audit Services

Consistent with applicable securities laws regarding auditor independence and pursuant to our Audit Committee’s charter, the Audit Committee has the direct and sole responsibility for the appointment, evaluation, compensation, direction and termination of any independent registered public accounting firm engaged for the purpose of performing any services to Xura and its wholly-owned subsidiaries. For this purpose, our Audit Committee adopted a policy to pre-approve all audit, audit-related, tax and permissible non-audit services to be provided by the independent registered public accounting firm. Following the spin-off of Comverse from CTI, which was completed on October 31, 2012 (referred to as the Share Distribution), all services provided by our independent auditors were pre-approved by our Audit Committee, in accordance with our pre-approval policy.

Pursuant to our pre-approval policy, our Audit Committee is responsible for pre-approving all audit, audit-related, tax and non-audit services to be provided by an independent registered public accounting firm, including any proposed modification or change in scope or extent of any such services previously approved by the Audit Committee. In furtherance thereof, annually, prior to the commencement of any services, the Audit Committee reviews the services expected to be rendered in the coming year, the specific engagement terms, the related fees and the conditions of the engagement of the independent registered public accounting firm. Any services to be provided must be approved by the Audit Committee in advance. Quarterly, the Audit Committee receives status reports detailing services provided and expected to be provided by the independent registered public accounting firm. At such time, or more expeditiously if the need arises during the fiscal year, the Audit Committee reviews and, if appropriate, approves any services that have not been previously pre-approved and any proposed additions or modifications to any previously approved services or lines of service to be provided, together with any changes in fees. With respect to all permissible tax or internal control-related services, the Audit Committee shall specifically consider the impact of the provision of such services on the auditor’s independence.

To ensure prompt handling of unforeseeable or unexpected matters that arise between Audit Committee meetings, the Audit Committee may delegate pre-approval authority to its chairperson and/or other members of such committee as the chairperson may from time to time designate provided that any such interim pre-approvals must be reviewed by the full Audit Committee at its next meeting and, in accordance with the Audit Committee charter, such delegation is not otherwise inconsistent with law or applicable rules of the SEC and NASDAQ. The Audit Committee cannot delegate its pre-approval authority to members of management.

Representatives of PwC LLP, our principal independent registered public accounting firm for the fiscal year ended January 31, 2016, and representatives of PwC Israel are expected to be present at the Meeting and will have the opportunity to make a statement if they desire to do so. It is also expected that the representatives will be available to respond to appropriate questions. If this proposal is not approved at the Meeting, our Audit Committee may reconsider the appointment of PwC Israel.

Recommendation of the Board of Directors

Our board of directors unanimously recommends that stockholders vote “FOR” the ratification of the appointment of PwC Israel to serve as our independent registered public accounting firm for the fiscal year ending January 31, 2017.

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AUDIT COMMITTEE REPORT

The information contained under this “Audit Committee Report” shall not be deemed to be “soliciting material” or to be “filed” with the SEC, nor shall such information be incorporated by reference into any filings under the Securities Act of 1933, as amended (or the Securities Act), or under the Securities Exchange Act of 1934, as amended (or the Exchange Act), except to the extent that we specifically incorporate this information by reference into any such filing.

The following is the report of our Audit Committee with respect to our audited financial statements for the fiscal year ended January 31, 2016:

The Audit Committee has reviewed and discussed our audited financial statements with management.

The Audit Committee has discussed with PricewaterhouseCoopers LLP, the Company’s independent registered public accounting firm for the fiscal year ended January 31, 2016, the matters required to be discussed by Auditing Standard No. 16, “Communications with Audit Committees,” as adopted by the Public Company Accounting Oversight Board.

The Audit Committee has also received the written disclosures and the letter from PricewaterhouseCoopers LLP required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Committee concerning independence, and has discussed with PricewaterhouseCoopers LLP their independence.

Based on the review and discussions referred to above, the Audit Committee recommended to our board of directors that the audited financial statements be included in our Annual Report on Form 10-K for the fiscal year ended January 31, 2016 for filing with the Securities and Exchange Commission.

July 12, 2016

Submitted by,

AUDIT COMMITTEE:

Mark C. Terrell (Chairman)

James Budge

Niccolo De Masi

Doron Inbar

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PROPOSAL NO. 4 ADJOURNMENT OR POSTPONEMENT PROPOSAL

If there are insufficient votes at the time of the Meeting to approve the proposal to adopt the merger agreement, we may propose to adjourn or postpone the Meeting for the purpose of soliciting additional proxies. In the event there are present, in person or by proxy, sufficient votes by our stockholders to approve the proposal to adopt the merger agreement, we do not anticipate that we will adjourn or postpone the Meeting. The time and place of the adjourned or postponed meeting will be announced at the time the adjournment or postponement is taken, and no other notice need be given unless the adjournment or postponement is for more than 30 days or we are required to change the record date. Any adjournment or postponement of the Meeting for the purpose of soliciting additional proxies will allow our stockholders who have already sent in their proxies to revoke them at any time prior to their use at the Meeting, as adjourned or postponed.

Recommendation of the Board of Directors

The board of directors recommends that you vote “FOR” the proposal to approve the adjournment or postponement of the Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the Meeting.

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CORPORATE GOVERNANCE AND BOARD MATTERS

Governance Principles

The board of directors is committed to good corporate governance, which helps us compete more effectively, sustain our business and build long-term stockholder value. The board of directors has adopted the Corporate Governance Guidelines & Principles to provide a framework within which the board of directors, assisted by its committees, directs our affairs. The full text of the Corporate Governance Guidelines & Principles, the charters of each of the Audit, Compensation and Leadership and Corporate Governance & Nominating Committees and the Code of Conduct (which is titled XURAbility) can be found on our website (www.xura.com) under the tab “Corporate Governance” on our “Investors” page.

Governance is a continuing focus of our Company. In this section, we describe our key governance policies and practices.

Board Leadership Structure

The board of directors believes there is no single best organizational model that would be most effective in all circumstances and that it is in the best interests of our Company and our stockholders for the board of directors to retain discretion and authority to modify the board’s leadership structure to best address our circumstances from time to time. The Corporate Governance & Nominating Committee has the responsibility to review the board’s leadership structure in light of our specific characteristics and recommend any changes to the board of directors for approval. As set forth in our Corporate Governance Guidelines & Principles, as most recently adopted by the board of directors on December 4, 2013, the board of directors believes that independent leadership of the board of directors is critical and that, other than in exceptional circumstances, the Chairman of the board of directors should be an independent director. The board of directors appointed Henry R. Nothhaft, an independent director, Chairman of the board of directors on October 30, 2012.

The board of directors believes that strong, independent board leadership is a critical aspect of effective corporate governance. Our Corporate Governance Guidelines & Principles provide that when the board of directors determines that the positions of Chairman of the Board and Chief Executive Officer are to be held by the same person or the Chairman of the Board is a non-independent director, the board of directors will appoint an Independent Lead Director, who shall have certain responsibilities, including the following:

Currently, our board leadership structure consists of the Chairman (who is an independent director) and committee chairs. Because the position of the Chairman of the Board and Chief Executive Officer are not held by the same person, we do not have an Independent Lead Director at this time.

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Executive Sessions and Self-Evaluation

The independent directors meet without members of management present in “executive session” at every regularly scheduled meeting of the board of directors (unless they affirmatively determine that such a session is not necessary) and as otherwise determined by such directors, with the Chairman of the Board. In addition, the board of directors undertakes self-evaluations of the performances of the board, its committees and, as appropriate, periodic evaluations of individual directors.

Majority and Plurality Voting for Directors

Our Bylaws provide for the election of directors by a “majority of votes cast” in uncontested elections and plurality voting in any election that is contested. An election is considered “contested” if, as determined by the board of directors, the number of nominees exceeds the number of directors to be elected. A “majority of votes” cast means that the number of shares voted “for” a director exceeds the number of votes cast “against” that director. Abstentions, if any, are not counted as votes cast and therefore have no effect, other than for purposes of establishing a quorum. Our Corporate Governance Guidelines & Principles provide that a nominee who does not receive a majority of the votes cast shall immediately tender his or her resignation, and the board of directors shall decide, through a process managed by the Corporate Governance & Nominating Committee and excluding the nominee in question, whether to accept the resignation at its next regularly scheduled board of directors meeting and in any event within 90 days after the certification of the election results. Absent a compelling reason for the director to remain on the board of directors, it is expected that the board of directors will accept the resignation. The board’s explanation of its decision shall be promptly disclosed in a Current Report on Form 8-K filed with the SEC.

The Board of Directors’ Role in Risk Oversight

The board of directors has overall responsibility for overseeing risk assessment, protection and mitigation processes. The board of directors and the committees to which it has delegated responsibility meet regularly to review and discuss specific risks facing us. Throughout the year, the board of directors and its committees meet regularly to review and discuss with management our financial performance, strategic plans and prospects and other important issues facing us. The board of directors has delegated responsibility for the oversight of specific risks to certain committees of the board of directors. The board of directors is kept abreast of the activities of its committees through reports of the committee chairperson to the full board at regularly scheduled meetings of the board of directors. Specifically, the Audit Committee has the responsibility to review and discuss with management and our independent registered public accounting firm any major financial risk exposures and assess the steps and processes management has implemented to monitor and control such exposures. The Corporate Governance & Nominating Committee has the responsibility to review the board’s leadership structure and its impact on the board’s role in risk oversight. The Compensation and Leadership Committee oversees risks related to our compensation policies and practices, with respect to executive compensation and compensation generally, including any incentives established for risk taking, the manner in which any risks arising out of our compensation policies and practices are monitored and mitigated and any adjustments necessary to address changes in our risk profile. For a more detailed discussion, see “Executive Compensation—Compensation and Risk.”

We believe that our leadership structure supports the risk oversight function.

Director Attendance

During fiscal year ended January 31, 2016, or fiscal year 2015, the board of directors held 10 meetings. Each of the incumbent directors attended at least 75% of the combined total meetings of the full board of directors and the committees on which he or she served in fiscal year 2015. We have a policy in place requiring that all directors attend annual meetings of stockholders, absent unusual circumstances. Each of our directors attended our annual stockholders’ meeting in 2015.

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Ethics Advice Line

We have established an ethics advice line, managed by a third party, that gives employees and other stakeholders a way to confidentially and anonymously report any actual or perceived unethical behavior or violations or suspected violations of XURAbility. Information about the ethics advice line can be found on our website (www.xura.com) under the tab “Corporate Governance” on our “Investors” page.

Public Availability of Corporate Governance Documents

Our key corporate governance documents, including our Corporate Governance Guidelines & Principles, the Code of Conduct (which is titled XURAbility) and the charters of our Audit Committee, Compensation and Leadership Committee and Corporate Governance & Nominating Committee are available on our website under the tab “Corporate Governance” on our “Investors” page and in print to any stockholder who requests them from our Corporate Secretary.

The board of directors has adopted XURAbility (our Employee Code of Conduct and Values Statement) to promote commitment to honesty, ethical behavior and lawful conduct. XURAbility applies to our principal executive officer, principal financial officer, principal accounting officer, controller, and any persons performing similar functions, as well as all of our directors, officers and employees. XURAbility provides the foundation for compliance with all corporate policies and procedures and best business practices.

XURAbility can be found on our website (www.xura.com) under the tab “Corporate Governance” on our “Investors” page. A copy of XURAbility is available in print free of charge to any stockholder who requests a copy by sending an email to compliance@xura.com or by writing to:

Xura, Inc.

200 Quannapowitt Parkway

Wakefield, MA 01880

Attention: Legal Department-Corporate Secretary

We intend to disclose on our website (www.xura.com) any amendment to, or waiver from, a provision of XURAbility as required by applicable law or NASDAQ rules.

Committees of the Board of Directors

The board of directors has established various committees to assist it in discharging its duties, including an Audit Committee, a Compensation and Leadership Committee and a Corporate Governance & Nominating Committee. Each of these committees operates pursuant to a charter that was approved by the board of directors, copies of which are available on our website (www.xura.com) under the tab “Corporate Governance” on our “Investors” page. The purposes and responsibilities of each committee are summarized below, together with their current membership and number of meetings.

Audit Committee

Xura has a separately-designated standing Audit Committee within the meaning of Section 3(a)(58)(A) of the Exchange Act. The Audit Committee assists the board of directors in fulfilling its oversight responsibilities regarding:

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The board of directors reviewed the background, experience and independence of the Audit Committee members. Based on this review, the board of directors determined that all members of the Audit Committee are “independent,” within the meaning of the applicable rules of the SEC and the NASDAQ Marketplace Rules and as further defined in our Corporate Governance Guidelines & Principles. In addition, the board of directors determined that each member of the Audit Committee is financially literate, knowledgeable and qualified to review financial statements and that each of Messrs. Budge, De Masi, Inbar, and Terrell qualifies as an audit committee financial expert as defined under the rules of the SEC.

Compensation and Leadership Committee

Purposes and Responsibilities

The purposes and responsibilities of the Compensation and Leadership Committee include, among other things:

Compensation Processes and Procedures

The Compensation and Leadership Committee oversees and administers our executive compensation program. The Compensation and Leadership Committee typically meets near the beginning of each fiscal year to:

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In making these compensation-related decisions, the Compensation and Leadership Committee reviews the total compensation for our senior executives to ensure consistency with our compensation philosophy and considers developments in compensation market practices. In addition, the Compensation and Leadership Committee is provided with certain compensation recommendations formulated by management and compensation data provided by its executive compensation consultant. Although the Compensation and Leadership Committee receives these recommendations and data, this information provides only a reference point for its deliberations. Ultimately, the Compensation and Leadership Committee applies its own business judgment and experience to determine the form and amount of compensation for our senior executives.

The Compensation and Leadership Committee has the authority to engage its own advisors to assist in carrying out its responsibilities. Since October 2012, the Compensation and Leadership Committee has engaged Frederic W. Cook & Co. (referred to as Cook), a national executive compensation consulting firm, to support its oversight and management of our executive compensation program. Cook provides the Compensation and Leadership Committee and our board of directors with guidance regarding the amount and types of compensation that we provide to our executives and how these compare to other compensation practices, and advice regarding other compensation-related matters.

Representatives of Cook attend meetings of the Compensation and Leadership Committee as requested and also communicate with committee members outside of meetings. Cook reports to the Compensation and Leadership Committee and works with management only under the direction of the Chair of the Compensation and Leadership Committee on projects in which the committee retains responsibility under its charter. The Compensation and Leadership Committee may replace Cook or hire additional advisors at any time. During fiscal year 2015, Cook did not provide any other services to us and received no compensation other than with respect to the services described above.

The Compensation and Leadership Committee is authorized under its charter to delegate its responsibilities to subcommittees comprised of one or more directors from the committee under certain circumstances. In accordance with our Equity Awards Policy, all equity award grants must be approved by the majority of the non-employee directors of our board of directors upon the recommendation of the Compensation and Leadership Committee.

Corporate Governance & Nominating Committee

The purposes and responsibilities of the Corporate Governance & Nominating Committee include, among other things:

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The Corporate Governance & Nominating Committee considers director candidates recommended for nomination by our stockholders using the same criteria as it applies to recommendations from existing directors and members of our management. Stockholders are invited to submit recommendations by writing to: Corporate Governance & Nominating Committee, Xura, Inc., 200 Quannapowitt Parkway, Wakefield, MA 01880. There have been no changes to these procedures since the filing of the proxy statement for our Annual Meeting of Stockholders held on June 24, 2015.

Compensation Committee Interlocks and Insider Participation

During the year ended January 31, 2016, each of Messrs. Budge, Drapkin, Terrell and Ms. Bowick served as members of the Compensation and Leadership Committee. None of the members of the committee was, during or prior to the year ended January 31, 2016, an officer of Xura, its predecessor entities, or any of its subsidiaries or had any relationship with us other than serving as a director and as a de minimis stockholder. In addition, none of our directors has interlocking or other relationships with other boards, compensation committees or our executive officers that would require disclosure under Item 407(e)(4) of Regulation S-K.

Director Independence

Our board of directors currently has seven independent directors out of eight, with all members of the board other than our Chief Executive Officer qualifying as independent directors. The following members of the board of directors qualify as independent under our independence standards: Ms. Bowick and Messrs. Budge, Drapkin, De Masi, Inbar, Nothhaft and Terrell. Neil Montefiore also served as an independent member of the board of directors from September 2013 until his resignation effective as of the 2015 Annual Meeting. Mr. Tartavull does not qualify as an independent director due to his employment as our President and Chief Executive Officer. In the course of the board’s determinations regarding independence, it considered the arrangements discussed under “Transactions with Related Parties.”

Our board of directors has adopted standards for determining whether our directors are independent. Under our Corporate Governance Guidelines & Principles, for a director to be considered independent, he cannot be an officer or employee of our Company and the board of directors must affirmatively determine that the director lacks a “material relationship” with us (either directly or as a partner, controlling stockholder or executive officer of an organization that has a material relationship with us) and with members of our senior management team. A “material relationship” is defined as a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

In addition to the above analysis, the definition used by the board of directors to determine director independence (subject to the guidance provided by NASDAQ Marketplace Rules) includes certain transactions, relationships and arrangements specified in Section V(C) of the Corporate Governance Guidelines & Principles. Stockholders can access the Corporate Governance Guidelines & Principles on our website at www.xura.com under the tab “Corporate Governance” on our “Investors” page.

Furthermore, all members of the Audit Committee and the Corporate Governance & Nominating Committee must be independent in accordance with the board’s definition of the term “independence” and with the applicable rules of the SEC and NASDAQ. All members of the Compensation and Leadership Committee must be independent in accordance with the applicable rules of the SEC and NASDAQ. The board of directors has determined that all members of the Audit Committee, the Corporate Governance & Nominating Committee and the Compensation and Leadership Committee are independent and satisfy the relevant Company, SEC and/or NASDAQ independence requirements for membership in such committees.

In addition to the independence standards set forth above, each director is expected to act with integrity and to adhere to the policies set forth in the Code of Conduct. Under the Corporate Governance Guidelines &

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Principles, any waiver of the requirements of the Code of Conduct for any director or executive officer must be approved by the board of directors and promptly disclosed on our website.

Under the Corporate Governance Guidelines & Principles, directors have a personal obligation to disclose actual or potential conflicts of interest to the Corporate Governance & Nominating Committee and (a) where the roles of Chairman and Chief Executive Officer are combined or the Chairman is a non-independent director, the Independent Lead Director, or (b) where the Chairman of the Board is independent, the Chairman, prior to any board decision related to the matter and, if in consultation with legal counsel it is determined a conflict exists or the perception of a conflict is likely to be significant, to recuse themselves from any discussion or vote related to the matter.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires the directors and executive officers of Xura and persons who own more than 10 percent of a registered class of Xura’s equity securities to file with the SEC initial reports of ownership and reports of changes in ownership of Xura common stock and other equity securities. Directors, officers and beneficial owners of more than 10 percent of Xura’s common stock are required by SEC regulation to furnish Xura with copies of all Section 16(a) forms they file. To Xura’s knowledge, based solely on a review of the copies of such reports furnished to Xura and representations that no other reports were required, all Section 16(a) filing requirements were satisfied for the fiscal year ended January 31, 2016.

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COMPENSATION OF DIRECTORS

Fee Arrangements for Directors

During the fiscal year ended January 31, 2016, the compensation of each non-employee director consisted of:

For the fiscal year ended January 31, 2016, Mr. De Masi’s cash retainers and DSU award were pro-rated to reflect his service from his appointment in November 2015. Additionally, on March 15, 2016, Mr. Drapkin was granted a DSU award that immediately vested in recognition of his service on the board of directors from March 12, 2014 to June 25, 2015, which was not reflected in the prior year’s grant.

Director Equity Grants

On June 26, 2015, each of our non-employee directors as of such date received a DSU award covering 6,528 shares of Xura’s common stock (representing an annual value of $134,999, using the closing price per share of Xura’s common stock on June 26, 2015), which will vest on June 26, 2016. Mr. De Masi received a pro-rated DSU award on December 31, 2015 to reflect his service from his appointment in November 2015.

The DSUs awarded to each non-employee director serving on the board of directors on June 26, 2015 vested on June 26, 2016. Mr. Montefiore did not receive this grant.

For the fiscal year ending January 31, 2017, we do not expect annual equity awards to be issued to our non-employee directors in light of the proposed sale of our company to affiliates of Siris Capital Group, LLC.

Director Compensation

The following table presents the total compensation for each person who served as a non-employee member of our board of directors during the fiscal year ended January 31, 2016. Mr. Tartavull, our President and Chief Executive Officer, receives no compensation for his service as a director. The compensation received by Mr. Tartavull as our President and Chief Executive Officer is presented in “Employment Agreements and Arrangements with Named Executive Officers.”

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Director Compensation Table

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EXECUTIVE OFFICERS & COMPENSATION

The executive officers of Xura as of the date hereof are listed below.

The following is a summary of the qualifications and experience of our executive officers other than Mr. Tartavull, whose qualifications and experience are set forth under “Directors.”

Jacky Wu. Mr. Wu has served as our Executive Vice President and Chief Financial Officer since April 30, 2015 and as our Senior Vice President of Financial Planning and Analysis from March 30, 2015 to April 30, 2015. Prior to joining us, Mr. Wu was employed by American Tower Corporation, where he served as Vice President of Finance, Mergers and Acquisitions since January 2014. From May 2010 to December 2013, Mr. Wu served as American Tower’s Vice President of Financial Planning and Analysis. Mr. Wu began his career at Verizon Communications in May 2002, where he held roles of increasing scope and responsibility. During his career with Verizon and its predecessor companies and affiliates, he served in numerous finance and business development roles, including as the Director and Chief Financial Officer of Verizon’s Digital Services Inc. from 2009 to 2010, where he was responsible for all financial activities of its FiOS and Digital Media services businesses. Mr. Wu holds a Bachelor of Science in Economics and an M.B.A. from Tulane University.

Roy S. Luria. Mr. Luria has served as our Executive Vice President, General Counsel and Corporate Secretary since October 2012. From January 2010 to October 2012, Mr. Luria served as Associate General Counsel, Corporate and Securities and Assistant Secretary of CTI. From October 2000 through January 2010, Mr. Luria was an associate with Weil, Gotshal & Manges LLP and from March 1996 to September 2000 was an associate with the Israeli law firm of Meitar Liquornik Geva & Leshem Brandwein (formerly Meitar, Liquornik, Geva & Co.). Mr. Luria holds a law degree from Tel Aviv University.

Nassrin Tavakoli. Ms. Tavakoli has served as our Executive Vice President, Chief Technology Officer since October 2012. Prior to joining us, Ms. Tavakoli served for two years as Senior Vice President of Global Engineering at Hypercom Corporation. Prior to that, she held a variety of technology leadership positions of increasing responsibility over a sixteen year period at Motorola, Inc., focusing on advanced wireless infrastructure, handset and multimedia technologies, most recently as Senior Director of its Global Software Group. In several previous positions, she managed and developed systems involving technologies and domains including billing systems, distributed database systems, M-commerce, and voice and pattern recognition. Ms. Tavakoli holds a Ph. D. and M.S. in Computer Science from Kansas State University, and a B.S. in Computer Science and Mathematics from Southeast Missouri State University.

W. James Saunders. Mr. Saunders has served as our Executive Vice President, Digital Communications since the completion of the Acision acquisition in August 2015. Mr. Saunders leads the team responsible for our portfolio of digital communications services products. Mr. Saunders held a similar role with Acision from 2013 until its acquisition by us in August 2015. From 2008 to 2013, Mr. Saunders held the role of Global Head of Capital Market Product Development at Misys, where he was responsible for more than 600 employees across the globe and leading the development of their four flagship products. He moved into this role from Thomson Reuters RISK business when it merged with Misys in 2012. Before that, Mr. Saunders held product development and senior management positions at Cartesis, America Online and Netscape Communications. Mr. Saunders holds a BSc. degree in computer science from the University of Essex.

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Michael Grossi. Mr. Grossi has served as our Executive Vice President and Chief Revenue Officer since August 2015. From September 2014 to August 2015, Mr. Grossi served as our Senior Vice President and Chief Strategy Officer. Mr. Grossi has over 20 years of experience in the telecommunications and technology sectors. Prior to joining us, from 2012 to 2014, he was the Senior Vice President of Corporate Development and Strategy at American Tower Corporation, where he was a member of the US Tower Executive Team, a $2.2B business unit. There he led growth initiatives for the company, including mergers and acquisitions, business development and strategy. From 2008 to 2011, he was a Senior Partner at Altman Vilandrie and Company, a TMT strategy consultancy where he led the wireless practice. From 2005 to 2008, Mr. Grossi served as Senior Vice President and General Manager of Mobile Data Services at Helio (acquired by Virgin Mobile), a wireless mobile virtual network operator where he helped launch many industry firsts, including YouTube Mobile, Myspace Mobile, GPS Google Maps and the Ultimate Inbox. Mr. Grossi was also a Captain in the United States Air Force and holds an M.B.A. from Bentley College and a BSBA from Villanova University.

Compensation Discussion and Analysis

Introduction

This Compensation Discussion and Analysis describes our executive compensation program for our executive officers listed below, who are referred to throughout this discussion as the “Named Executive Officers.” The discussion describes the various compensation elements and the plans and arrangements in which the Named Executive Officers participated, the factors considered and the approach taken by our board of directors and our Compensation and Leadership Committee (referred to as the Compensation Committee) in designing the executive compensation program and how this program supports our overall business objectives and financial and strategic goals.

Our board of directors and the Compensation Committee determine the compensation of executive officers of Xura. For the fiscal year ended January 31, 2016, the Named Executive Officers were:

Mr. Sabol ceased to serve as Senior Vice President, Chief Financial Officer on April 30, 2015 and separated from us effective July 1, 2015.

Executive Summary

Fiscal Year 2015 Incentive Program Design and Results

For the fiscal year ended January 31, 2016 (or fiscal year 2015), we continued the transformation of our business to address the rapidly evolving trends in our markets. As part of the transformation, our corporate objectives for fiscal year 2015 included both strategic and financial components, including the divestiture of our BSS business and operational improvements to our Digital Services business. Moreover, in setting our goals for fiscal year 2015, we determined that meeting our corporate objectives would depend more upon the achievement of major transactions rather than each executive meeting individual performance objectives. Based on this determination, we did not evaluate our Named Executive Officers against individual performance objectives. Instead, to align executive compensation with our corporate objectives, the following corporate strategic objectives, with a subset of financial objectives, were selected by the Compensation Committee as part of our annual cash incentive plan for our Named Executive Officers:

Strategic Objectives

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For fiscal year 2015, as explained in detail below, we attained our objectives with a 70% achievement level due to the successful divestiture of the BSS segment and implementation of operational improvements to our Digital Services business. We did not achieve our financial objectives. Payouts will be made to our Named Executive Officers based on our 70% achievement of corporate objectives.

For the fiscal year ended January 31, 2015 (or fiscal year 2014), the following corporate financial metrics were selected by the Compensation Committee as part of our annual cash incentive plan for our Named Executive Officers:

For fiscal year 2014, the annual cash incentive plan also provided that no payouts were to be made against the corporate and individual performance objectives unless we achieved at least the threshold level of Xura performance. The threshold level of performance was not achieved in fiscal year 2014. Therefore, there was no payout under our annual cash incentive plan.

Executive Compensation Objectives and Principles

Compensation Objectives

Our Company operates in the highly complex and competitive telecommunications industry. This requires a highly talented and seasoned team of telecommunications and business professionals capable of managing a complex global business. Consequently, our primary compensation objective is to attract and retain the executives needed to manage a sophisticated global business operation in a rapidly changing segment of the telecommunications industry and to ensure that they are compensated commensurate with results and paid for performance.

Our executive compensation program is designed to:

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Elements of Direct Compensation

During the fiscal year ended January 31, 2016, our executive compensation program applicable to our Named Executive Officers included three primary elements:

In addition to these direct elements of compensation, our executive compensation program for the fiscal year ended January 31, 2016, included health, welfare and other employee benefits, limited perquisites and severance benefits.

The elements of our compensation program are designed to promote our pay-for-performance philosophy. We believe that our compensation plans should motivate high performance among our executive officers within an entrepreneurial, incentive-driven culture. We believe that our short-term compensation plans should provide the flexibility to reflect the extent to which goals are met, missed or exceeded, while rewards realized under our long-term equity compensation plan should be driven largely by increasing stockholder returns. We aim to design compensation plans that align compensation objectives with our business strategies and that enable a focus on creating sustainable, long-term growth and stockholder value. We aim to set target total direct compensation at the median of comparably positioned executives at public companies with which we compete for business and talent and that have similar scope of operations, with differentiation by executive based on individual factors such as performance, tenure, criticality, and transformation/growth hire positioning.

Base Salaries

As base salaries represent the fixed component of each Named Executive Officer’s total direct compensation, the Compensation Committee sets base salaries at a level that balances the competing objectives of attracting and retaining high-quality executives with minimizing our overall fixed cost structure. The underlying philosophy adopted by the Compensation Committee is to set base salaries, on average, at the median market rate based on comparable companies, subject to individual variations.

The Compensation Committee sets, reviews and approves any changes to base salaries for the Named Executive Officers annually, taking into account both the competitive positioning of each individual’s base salary relative to the indicated market rates; the individual skills, experience and past performance of the executive; the annual budget for base salary adjustments, if any, that had been established for the fiscal year; the positioning of each executive relative to others with comparable levels of responsibility; corporate financial performance in the prior fiscal year and expectations for the current fiscal year; and the difficulty of replacing the executive and relative importance of the position to us. For the fiscal year ended January 31, 2016, the Compensation Committee maintained prior year base salaries for all continuing executives.

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Annual Cash Incentive Awards

We believe that a significant portion of cash compensation for the Named Executive Officers should be “at-risk” by being linked to achievement of key objectives that further our short-term operating plan and long-term strategic goals. Consequently, we provide the Named Executive Officers with the opportunity to realize variable cash awards each year based on performance against a series of pre-established financial performance and individual objectives, for which the Compensation Committee established target and maximum award opportunities.

In designing the annual cash incentive awards, the Compensation Committee is guided by the following overarching principles:

Equity Incentive Awards

To support the objective of aligning the interests of the Named Executive Officers with stockholders and to ensure that realized compensation reflects long-term changes in stockholder value, we believe that the long-term incentives for the Named Executive Officers should be delivered primarily in the form of equity. In designing the long-term incentives, the board of directors and Compensation Committee are guided by the following principles:

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In June 2015, the board of directors approved annual equity grants consisting of RSU awards and stock option grants to our Named Executive Officers (with the exception of Mr. Sabol). The board of directors determined that the value of each current Named Executive Officer’s long-term equity incentives should be allocated one-half to RSUs and one-half to stock options (on an accounting value basis). This allocation was selected to align the Named Executive Officers’ interests with those of stockholders, foster retention, and balance share usage. These annual grants of RSUs and stock options vest ratably over a three-year period from the date of grant. No performance RSUs were granted to our Named Executive Officers in fiscal years 2014 or 2015.

Executive Compensation-Setting Process

The following is a summary of the process followed by our board of directors and Compensation Committee in setting executive compensation.

Roles and Responsibilities

The Compensation Committee oversees and administers our executive compensation program. The Compensation Committee typically meets near the beginning of each fiscal year to:

In making these compensation-related decisions, the Compensation Committee reviews the target total direct compensation for our Named Executive Officers to ensure consistency with our compensation philosophy and developments in compensation market practices. The Compensation Committee works with Mr. Tartavull (except with respect to his own compensation) and other senior executives to ensure that its decisions and recommendations to our board of directors are consistent with our compensation philosophy and policies. In addition, the Compensation Committee was provided with certain compensation recommendations formulated by management and the compensation data described below provided by its executive compensation consultant. Although the Compensation Committee receives these recommendations and data, this information provides only a reference point for its deliberations. Ultimately, the Compensation Committee applies its own business judgment and experience to determine the form and amount of compensation for the Named Executive Officers.

The Compensation Committee has the authority to engage its own advisors to assist in carrying out its responsibilities. The Compensation Committee has engaged Frederic W. Cook & Co. (referred to as Cook) since the spin-off from CTI to provide the Compensation Committee and our board of directors with guidance regarding the amount and types of compensation that we provide to our executives and how these compare to other compensation practices, and advice regarding other compensation-related matters.

During the fiscal year ended January 31, 2016, Cook provided the following services to our Compensation Committee:

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Representatives of Cook attend meetings of the Compensation Committee as requested and also communicate with committee members outside of meetings, as needed. Cook reports to the Compensation Committee and works with management only under the direction of the Chair of the Compensation Committee on projects in which the Compensation Committee retains responsibility under its charter. The Compensation Committee may replace Cook or hire additional advisors at any time. During the fiscal year ended January 31, 2016, Cook did not provide any other services to us and has received no compensation other than with respect to the services described above. Cook has adopted a Consultant Independence Policy, which provides that Cook has a policy of exclusivity and loyalty to the Compensation Committee, and annually prepares a letter affirming its independence and compliance with its independence policy. Based on the foregoing and additional considerations, the Compensation Committee determined that Cook is an independent compensation consultant pursuant to NASDAQ Marketplace Rules.

Competitive Positioning

As the market for experienced executives in the telecommunications industry is highly competitive, and includes several well-established, international organizations, as well as our direct business competitors, the Compensation Committee monitors the executive compensation practices of these companies, as well as those within our industry generally, to ensure that our executive compensation program reflects current market trends and to use as a resource in its deliberations.

In December 2014, the Compensation Committee reassessed our Peer Group with Cook’s assistance, considering peer group metrics, including revenue, operating margin and market capitalization, and, after considering these and other factors, concluded that no changes were necessary to the previously adopted a 14-company peer group set forth below: