BSFT Broadsoft, Inc. (delisted)

RISK FACTORS RELATED TO PROPOSAL 1

In connection with Proposal 1, you should consider the following factors in conjunction with the other information included this proxy statement.

If the proposed merger is not completed, our business could be materially and adversely affected and our stock price could decline.

On October 20, 2017, we entered into a definitive merger agreement with Cisco Systems, Inc. (“Cisco”) pursuant to which, upon the terms and subject to the conditions set forth in the merger agreement, a wholly-owned subsidiary of Cisco would merge with and into us, with us continuing on as the surviving entity and a wholly-owned subsidiary of Cisco. The merger is subject to closing conditions, which include among other conditions, the adoption of the merger agreement by the holders of a majority of the outstanding shares of BroadSoft common stock, the absence of any order or restraint or applicable legal requirement prohibiting, making illegal or enjoining the completion of the merger, the expiration or early termination of the waiting period under the HSR Act and the receipt of certain applicable foreign antitrust approvals. Therefore, the merger may not be completed or may not be completed as quickly as expected. If the merger agreement is terminated, the market price of BroadSoft common stock will likely decline, as we believe that our market price reflects an assumption that the merger will be completed. For example, on August 29, 2017, the last full trading day prior to published speculation regarding a potential transaction involving BroadSoft, BroadSoft common stock closed at $43.05 per share. On October 20, 2017, the last full trading day prior to the public announcement of the proposed merger, BroadSoft common stock closed at $53.90 per share, and, on the next trading day, following the announcement of our entering into the merger agreement, our stock price closed at $54.80 per share. In addition, our stock price may be adversely affected as a result of the fact that we have incurred and will continue to incur significant expenses related to the merger, all or a portion of which will not be recovered if the merger is not completed. If the merger agreement is terminated under certain circumstances, we may be obligated to pay Cisco a termination fee of $56 million. As a consequence of the failure of the merger to be completed, as well as of some or all of these potential effects of the termination of the merger agreement, our business could be materially and adversely affected.

The existence of the pending merger could have an adverse effect on our business, revenue and results of operations.

While the merger is pending, it creates uncertainty about our future. As a result of this uncertainty, customers may decide to delay, defer or cancel purchases of our products and/or services, pending completion of the merger or termination of the merger agreement. If these decisions represent a significant portion of our anticipated revenue, our results of operations and quarterly revenues could be substantially below the expectations of market analysts.

In addition, while the merger is pending, we are subject to a number of risks that may adversely affect our business, revenue and results of operations, including:

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If the merger occurs, our stockholders will not be able to participate in any upside to our business.

Upon consummation of the merger, our stockholders will receive $55.00 in cash per share, without interest and subject to applicable tax withholding, for each share of BroadSoft common stock owned by them, but will not receive any shares of Cisco common stock. As a result, if our business following the merger performs well, our current stockholders will not receive any additional consideration, and will therefore not receive any benefit from the performance of our business.

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CAUTION REGARDING FORWARD-LOOKING STATEMENTS

The statements contained in this proxy statement relating to the completion of the merger and other future events are forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Statements preceded by, followed by or that otherwise include the words “may,” “believe,” “expect,” “anticipate,” “intend,” “estimate,” “should,” or similar expressions or variations on these expressions, are forward-looking statements . These statements involve risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements, including risks relating to receiving the approval of a majority of our outstanding shares, satisfying other conditions to the completion of the merger, and other matters. As a result, we caution readers not to place undue reliance on these forward-looking statements.

For a detailed discussion of certain risk factors related to the merger, please refer to “Risk Factors Related to Proposal 1” immediately preceding this section. For other risk factors related to BroadSoft, please refer to our filings with the Securities and Exchange Commission (the “SEC”) on Forms 10-K, 10-Q and 8-K. You can obtain copies of our Forms 10-K, 10-Q and 8-K and other filings for free at the Investor Relations section of our website at www.broadsoft.com , at the SEC website at www.sec.gov , or from commercial document retrieval services.

We undertake no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

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THE COMPANIES

BroadSoft, Inc.

BroadSoft is a leading global provider of software and services that enable telecommunications service providers to deliver hosted, cloud-based Unified Communications, or UC, to their enterprise customers. Traditionally, many enterprises have utilized premise-based private branch exchanges, or PBX’s, to connect their offices and people to public telephony networks. Hosted UC enables the delivery of PBX features without the need for premise-based equipment. Hosted UC can be delivered through service providers using their own internet protocol, or IP-based networks and their mobile networks, as well as over the public internet (also known as “over the top” or OTT). In addition to voice telephony, UC offers additional features such as full integration with mobile devices, high definition, or HD, voice and video calling and conferencing, instant messaging and presence, or IM&P, team collaboration and desktop sharing.

We were incorporated in Delaware in 1998. Our principal executive office is located at 9737 Washingtonian Boulevard, Suite 350, Gaithersburg, Maryland 20878 and our telephone number is (301) 977-9440. Our website address is www.broadsoft.com . The information contained on, or that can be accessed through, our website is not part of this proxy statement.

Cisco Systems, Inc.

Cisco Systems, Inc., or Cisco, was incorporated in California in December 1984, and has its headquarters in San Jose, California. The mailing address of Cisco’s headquarters is 170 West Tasman Drive, San Jose, California 95134-1706, and its telephone number is (408) 526-4000. Cisco’s website is www.cisco.com .

Brooklyn Acquisition Corp.

Brooklyn Acquisition Corp., or Merger Sub, is a direct wholly-owned subsidiary of Cisco and has not engaged in any business activity other than in connection with the merger. Merger Sub is incorporated under the laws of the State of Delaware. Merger Sub’s executive offices are located at 170 West Tasman Drive, San Jose, California 95134-1706, and its telephone number is (408) 526-4000.

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LITIGATION RELATING TO THE MERGER

On November 16, 2017, Sebastian Agostino, a purported stockholder of BroadSoft, filed a putative class action complaint against BroadSoft and our board of directors in the United States District Court for the District of Maryland (the “Maryland District Court”), captioned Agostino v. BroadSoft, Inc. et al., Case No. 8:17-cv-3415. The complaint filed by Agostino (the “Agostino Complaint”) alleges that (a) BroadSoft and our board of directors violated Section 14(a) of the Exchange Act, and Rule 14a-9 promulgated thereunder, by filing this proxy statement, which allegedly fails to disclose and/or misrepresents material information about the merger, and (b) the members of our board of directors, as control persons of BroadSoft, violated Section 20(a) of the Exchange Act in connection with the filing of this allegedly materially deficient proxy statement. Agostino has asked the Maryland District Court to, among other things, (i) preliminarily and permanently enjoin the defendants from proceeding with the merger, unless and until the defendants disclose material information allegedly omitted from this proxy statement, (ii) rescind, to the extent already implemented, the merger agreement or any of the terms thereof, or grant the plaintiff rescissory damages and (iii) direct the defendants to account to the plaintiff for all damages allegedly suffered as a result of the defendant’s wrongdoing.

On November 22, 2017, Anthony Franchi, a purported stockholder of BroadSoft, filed a putative class action complaint against BroadSoft, our board of directors, Cisco and Merger Sub in the Maryland District Court, captioned Franchi v. BroadSoft, Inc. et al., Case No. 8:17-cv-3488. The complaint filed by Franchi (the “Franchi Complaint”) alleges that (a) BroadSoft and our board of directors violated Section 14(a) of the Exchange Act, and Rule 14a-9 promulgated thereunder, by filing this proxy statement, which allegedly contains statements that omit to state material facts necessary to make such statements not materially false or misleading, and (b) the members of our board of directors, Cisco and Merger Sub, as control persons of BroadSoft, violated Section 20(a) of the Exchange Act in connection with the filing of this allegedly materially deficient proxy statement. Franchi has asked the Maryland District Court to, among other things, (i) preliminarily and permanently enjoin the defendants from proceeding with the merger, (ii) in the event defendants consummate the merger, rescind it and set aside or award rescissory damages, (ii) direct our board of directors to disseminate a proxy statement that does not contain any untrue statements of material fact and that states all material facts required to make the statements contained therein not misleading, (iii) declare that the defendants violated Sections 14(a) and/or 20(a) of the Exchange Act and (iii) award plaintiff the costs of the Franchi Complaint, including reasonable allowance for plaintiff’s attorneys’ and experts’ fees.

BroadSoft believes that the above described claims are without merit and intends to vigorously defend both actions. BroadSoft cannot predict the outcome of or estimate the possible loss or range of loss from either matter. It is possible that additional, similar complaints may be filed or the complaints described above will be amended. If this occurs, BroadSoft does not intend to announce the filing of each additional, similar complaint or any amended complaint unless it contains allegations that are substantially distinct from those made in the pending actions described above.

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THE SPECIAL MEETING

We are furnishing this proxy statement to you as part of the solicitation of proxies by our board of directors for use at the Special Meeting.

Date, Time and Place

The Special Meeting will be held at the BroadSoft’s headquarters at 9737 Washingtonian Boulevard, Suite 350, Gaithersburg, Maryland 20878, at 9:00 a.m., local time, on January 25, 2018.

Purpose of the Special Meeting

You will be asked at the Special Meeting to vote on the adoption of the merger agreement and thereby approve the merger. Based on its review, our board of directors has unanimously (a) determined that the merger agreement and the transactions contemplated thereby, including the merger, are advisable, (b) determined that the merger agreement and the transactions contemplated thereby, including the merger, taken together, are at a price and on terms that are fair to, and in the best interest of BroadSoft and its stockholders, (c) approved the execution, delivery and performance by BroadSoft of the merger agreement and the consummation of the transactions contemplated thereby, including the merger and (d) resolved to recommend that the stockholders of BroadSoft approve the adoption of the merger agreement and thereby approve the merger. You will also be asked to approve, on an advisory basis, the compensation that BroadSoft’s named executive officers may receive in connection with the merger. You will also be asked to vote on a proposal to adjourn the Special Meeting if necessary to permit further solicitation of proxies if there are not sufficient votes at the time of the Special Meeting to adopt the merger agreement.

Record Date; Stock Entitled to Vote; Quorum

Only holders of record of BroadSoft common stock at the close of business on December 11, 2017, the Record Date, are entitled to notice of and to vote at the Special Meeting. At the close of business on the Record Date, 31,775,976 shares of BroadSoft common stock were issued and outstanding and such shares were held by approximately 17 holders of record. A quorum will be present at the Special Meeting if a majority of the outstanding shares of BroadSoft common stock entitled to vote are represented in person or by proxy at the Special Meeting. In the event that a quorum is not present at the Special Meeting, or there are not sufficient votes at the time of the Special Meeting to adopt the merger agreement, we expect that the meeting will be adjourned or postponed to solicit additional proxies. Holders of record of BroadSoft common stock at the close of business on the Record Date are entitled to one vote per share at the Special Meeting on each proposal presented.

Vote Required

The adoption of the merger agreement requires the affirmative vote of the holders of a majority of the outstanding shares of BroadSoft common stock entitled to vote thereon at the close of business on the Record Date. If you abstain from voting or do not vote, either in person or by proxy, it will have the same effect as a vote against the adoption of the merger agreement. Broker non-votes will have the same effect as “against” votes with respect to the proposal to adopt the merger agreement.

The approval, on an advisory basis, of the compensation that BroadSoft’s named executive officers may receive in connection with the merger, requires the affirmative vote of the holders of a majority of the shares of BroadSoft common stock present, in person or by proxy, at the Special Meeting and entitled to vote on the matter. If you abstain from voting, either in person or by proxy, on this matter, it will have the same effect as a vote against the approval of this matter. Broker non-votes will have no effect with respect to this matter.

The proposal to adjourn the Special Meeting if necessary to permit further solicitation of proxies if there are not sufficient votes at the time of the Special Meeting to adopt the merger agreement, requires the approval of the

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holders of a majority of the shares of BroadSoft common stock present, in person or by proxy, at the Special Meeting and entitled to vote on the matter. If you abstain from voting, either in person or by proxy, on this matter, it will have the same effect as a vote against the approval of this matter. Broker non-votes will have no effect with respect to this matter.

Voting of Proxies

All shares represented by properly executed proxies received in time for the Special Meeting will be voted at the Special Meeting in the manner specified by the holders. Properly executed proxies that do not contain voting instructions will be voted “For” the adoption of the merger agreement, “For” approval, on an advisory basis, of the compensation that BroadSoft’s named executive officers may receive in connection with the merger, and “For” approval of the proposal to adjourn the Special Meeting if necessary to permit further solicitation of proxies if there are not sufficient votes at the time of the Special Meeting to adopt the merger agreement.

To vote, please complete, sign, date and return the enclosed proxy card or, to vote by appointing a proxy over the Internet or by telephone, follow the instructions provided below. If you attend the Special Meeting and wish to vote in person, you may withdraw your proxy and vote in person. If your shares are held in the name of your broker, bank or other nominee, you must obtain a proxy, executed in your favor, from the holder of record to be able to vote at the Special Meeting.

Shares of BroadSoft common stock represented at the Special Meeting but not voted, including shares of BroadSoft common stock for which proxies have been received but for which stockholders have abstained, will be treated as present at the Special Meeting for purposes of determining the presence or absence of a quorum for the transaction of all business.

Only shares affirmatively voted for the adoption of the merger agreement, including properly executed proxies that do not contain specific voting instructions, will be counted in favor of that proposal. If you properly execute a proxy card, appoint a proxy over the Internet or by telephone or attend the Special Meeting in person, but abstain from voting on any of the proposals at the Special Meeting, it will (a) have the same effect as a vote against the adoption of the merger agreement, (b) have the same effect as a vote against the proposal to approve, on an advisory basis, the compensation that BroadSoft’s named executive officers may receive in connection with the merger and (c) have the same effect as a vote against the proposal to adjourn the Special Meeting if necessary to permit further solicitation of proxies if there are not sufficient votes at the time of the Special Meeting to adopt the merger agreement. If you do not properly execute a proxy card, do not appoint a proxy over the Internet or by telephone and do not attend the Special Meeting in person, it will have the same effect as a vote against the adoption of the merger agreement, and will have no effect on each of the proposal to approve, on an advisory basis, the compensation that BroadSoft’s named executive officers may receive in connection with the merger, and the proposal to adjourn the Special Meeting if necessary to permit further solicitation of proxies if there are not sufficient votes at the time of the Special Meeting to adopt the merger agreement. Brokers who hold shares in street name for customers have the authority to vote on “routine” proposals when they have not received instructions from beneficial owners. However, brokers are precluded from exercising their voting discretion with respect to approval of non-routine matters, such as the adoption of the merger agreement and the proposal to approve, on an advisory basis, the compensation that BroadSoft’s named executive officers may receive in connection with the merger and the proposal to adjourn the Special Meeting if necessary to permit further solicitation of proxies if there are not sufficient votes at the time of the Special Meeting to adopt the merger agreement, and, as a result, absent specific instructions from the beneficial owner of such shares, brokers are not empowered to vote those shares, referred to generally as “broker non-votes.” Broker non-votes, if any, will be treated as shares that are present at the Special Meeting for purposes of determining whether a quorum exists and will have the same effect as votes against the adoption of the merger agreement, but will have no effect on the proposal to approve, on an advisory basis, the compensation that BroadSoft’s named executive officers may receive in connection with the merger, and the proposal to adjourn the Special Meeting if necessary to permit further solicitation of proxies if there are not sufficient votes at the time of the Special Meeting to adopt the merger agreement.

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We do not expect that any matter other than the proposal to adopt the merger agreement, the proposal to approve, on an advisory basis, the compensation that BroadSoft’s named executive officers may receive in connection with the merger, and, the proposal to adjourn the Special Meeting if necessary to permit further solicitation of proxies if there are not sufficient votes at the time of the Special Meeting to adopt the merger agreement will be brought before the Special Meeting.

Voting over the Internet or by Telephone

You may also grant a proxy to vote your shares over the Internet or by telephone. The law of Delaware, under which we are incorporated, specifically permits electronically transmitted proxies, provided that each such proxy contains or is submitted with information from which the inspector of election can determine that such proxy was authorized by the stockholder.

The Internet and telephone voting procedures described below are designed to authenticate stockholders’ identities, to allow stockholders to grant a proxy to vote their shares and to confirm that stockholders’ instructions have been recorded properly. Stockholders granting a proxy to vote over the Internet should understand that there may be costs associated with electronic access, such as usage charges from Internet access providers and telephone companies, that must be borne by the stockholder.

For Shares Registered in Your Name

Stockholders of record may go to www.proxyvote.com to grant a proxy to vote their shares over the Internet. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. Any stockholder using a touch-tone telephone may also grant a proxy to vote shares by calling 1-800-690-6903 and following the recorded instructions.

For Shares Registered in the Name of a Broker or Bank

If your shares are held in a brokerage account or by another nominee, such as a bank or trust, then such broker or other nominee is considered to be the stockholder of record with respect to your shares. However, you are still considered to be the beneficial owner of those shares, with your shares being held in “street name.” Most beneficial owners whose stock is held in street name receive instructions for authorizing votes by the broker or other nominee.

If your shares are held in street name, you may be eligible to vote your shares by telephone or through the Internet. A large number of banks and brokerage firms provide eligible stockholders the opportunity to vote in this manner. If your bank or brokerage firm allows for this, your voting form provided by your broker or other nominee will provide instructions for such alternative method of voting.

General Information for All Shares Voted over the Internet or by Telephone

Votes submitted over the Internet or by telephone must be received by 11:59 p.m., Eastern Time, on January 24, 2018. Submitting your proxy over the Internet or by telephone will not affect your right to vote in person should you decide to attend the Special Meeting.

Revocability of Proxies

The grant of a proxy on the enclosed proxy card or over the Internet or by telephone does not preclude a stockholder from voting in person at the Special Meeting. You may revoke your proxy at any time before the shares reflected on your proxy card (or with respect to which you have appointed a proxy over the Internet or by telephone) are voted at the Special Meeting by:

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Your attendance at the Special Meeting will not in and of itself constitute the revocation of a proxy. If you have instructed your broker to vote your shares, you must follow the directions received from your broker to change these instructions.

Solicitation of Proxies

All proxy solicitation costs will be borne by us. In addition to solicitation by mail, our directors, officers, employees and agents may solicit proxies from stockholders by telephone or other electronic means or in person. We also may reimburse brokers and other custodians, nominees and fiduciaries for their expenses in sending these materials to you and getting your voting instructions. We have also retained the services of a paid solicitor, MacKenzie Partners, Inc., or MacKenzie, to solicit proxies. We anticipate that the cost of utilizing the services of MacKenzie for the solicitation of proxies will be approximately $40,000, plus expenses, and will be paid by BroadSoft.

You should not send your stock certificates with your proxy card. A letter of transmittal with instructions for use in effecting the surrender of the stock certificates or book-entry shares pursuant to such letter of transmittal will be mailed to our stockholders as soon as practicable after completion of the merger.

PROPOSAL 1 — ADOPTION OF THE MERGER AGREEMENT

THE MERGER

The discussion under the sections of this proxy statement entitled “The Merger” and “The Merger Agreement” summarizes the material terms of the merger and the merger agreement. Although we believe that the description covers the material terms of the merger and the merger agreement, this summary may not contain all of the information that is important to you. We urge you to read this proxy statement, the merger agreement and the other documents referred to herein carefully for a more complete understanding of the merger and the merger agreement. The discussion of the merger and the merger agreement in this proxy statement is qualified in its entirety by reference to the merger agreement, which is attached as Annex A to this proxy statement and incorporated by reference into this proxy statement.

Background of the Merger

BroadSoft is a leading provider of software and services that enable telecommunications service providers to deliver hosted, cloud-based enterprise voice and other Unified Communications, or UC, capabilities to their enterprise customers. Our UC solutions allow our customers to offer to enterprises a cloud-based alternative to premise-based private branch exchange, or PBX, solutions. BroadSoft business application suite empowers users and teams to share ideas and work simply to achieve breakthrough performance.

Our board of directors, also referred to herein as “our board,” and our senior management regularly review BroadSoft’s operations, financial performance, capital structure, strategic initiatives and product portfolio and pipeline. As part of this ongoing review, our board has regularly evaluated BroadSoft’s long-term strategy, as well as other strategic alternatives that might be available to enhance stockholder value.

Starting in March 2016, at the request of a private equity firm (“Party A”), we engaged in a series of discussions with Party A regarding a potential strategic transaction. On July 12, 2016, Party A delivered a non-binding written proposal to our senior management to acquire 100% of the shares of BroadSoft capital stock in an all-cash transaction for $46 per share, subject to due diligence and other conditions, including a requirement for a minimum cash balance on BroadSoft’s balance sheet at the closing of the transaction (the “Party A July 2016 Proposal”). Our stock was trading in the range of approximately $44 - $45 per share at that time.

On July 18, 2016 and July 28, 2016, our board held telephonic meetings with our senior management and representatives of Jefferies, as our financial advisor, and representatives of Cooley LLP, as our outside legal counsel (“Cooley”), attending the meetings, during which meetings our board reviewed the Party A July 2016 Proposal. Cooley reviewed with our board its fiduciary duties and Jefferies provided a review of the financial aspects of the Party A July 2016 Proposal. Our board also established a strategic transaction committee of independent directors (the “Strategic Transaction Committee”) to assist our board in connection with the consideration of the Party A July 2016 Proposal and strategic alternatives generally. Our board appointed Mr. Markley, the chairman of our board, and Messrs. Gavin, Maine and Bernardi as the members of the Strategic Transaction Committee and noted that the Strategic Transaction Committee was being formed as a matter of convenience to permit a subset of the members of our board to be able to meet and make decisions on an expedited basis and not to address any potential conflicts of interest among the members of our board or senior management, and our board reserved the right to approve any transactions involving BroadSoft. Following discussions, our board determined that the Party A July 2016 Proposal was inadequate. Jefferies communicated to Party A that the price was inadequate and discussions with Party A subsequently terminated in 2016 without Party A making any other proposals.

In connection with its review of the Party A July 2016 Proposal, our board requested that our senior management conduct a review to assess whether BroadSoft could or should make additional acquisitions to facilitate or reduce the risks attendant to our transition from being a software provider to a cloud communications

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provider or make other transformative acquisitions as an independent public company. On August 2, 2016, the Strategic Transaction Committee held a meeting with our senior management and Jefferies and reviewed potential acquisition or combination candidates and did not identify any significant transactions that the committee would recommend be pursued.

As more fully described below, in 2017, we received in-bound interest from a number of financial parties that ultimately resulted in a strategic review process. As part of the process, BroadSoft and/or its financial advisors had discussions with 16 parties, comprising both financial and strategic parties (including Cisco) regarding potential strategic transactions. Nine parties (including Cisco) entered into confidentiality agreements with BroadSoft and met with our senior management. Five parties submitted one or more proposals for a potential strategic transaction with BroadSoft, including Cisco, Party A, Party B, a strategic party (“Party C”), a portfolio company of a private equity firm (“Party D”) and another private equity firm (“Party E”). We first opened a virtual data room on July 8, 2017 that was updated from time to time, and ultimately provided access to the data room to Cisco, Party A, Party B, Party D and Party E.

The confidentiality agreements entered into with the eight parties other than Cisco either contained standstill provisions that terminated upon execution of the definitive agreement with Cisco or did not contain a standstill provision.

On February 14, 2017, representatives of Qatalyst Partners informed our senior management that a group consisting of two private equity firms (such group, “Party B”) had contacted Qatalyst Partners to determine whether we would be interested in engaging in strategic discussions. During this discussion, representatives of Qatalyst Partners also indicated that based on its knowledge of Cisco, it believed that Cisco could potentially have a strategic interest in BroadSoft and offered to make an introduction to Cisco. Qatalyst Partners had been engaged by us in 2013 in connection with our board’s consideration of a transaction at that time in light of its reputation and substantial knowledge and expertise in the unified communications industry and mergers and acquisition transactions generally.    

On March 23, 2017, representatives of Qatalyst Partners contacted Rowan Trollope, senior vice president and general manager of Cisco’s Applications Business Group, regarding a potential strategic transaction between BroadSoft and Cisco and also discussed arranging a meeting between the senior managements of BroadSoft and Cisco.

On April 6, 2017, Mr. Tessler met with Mr. Trollope in Cisco’s offices in San Francisco and Tom Puorro, vice president and general manager of Cisco’s Unified Communications Technology Group, via video teleconference, to discuss a potential strategic transaction between BroadSoft and Cisco.    

On April 27, 2017, at a regular meeting of our board, senior management and our board reviewed our market position, growth rates and possible shifts in our strategic direction as well as the strategic landscape in which we operate, discussed the interest expressed by third parties in BroadSoft, and discussed the benefits and detriments of various strategic alternatives.

On May 2, 2017, BroadSoft entered into a confidentiality agreement with Cisco that included a 12-month standstill provision pursuant to which Cisco would be prohibited from taking certain actions with respect to BroadSoft during such period.

On May 3, 2017, at the request of Party C, our senior management had an initial meeting with representatives of Party C at Party C’s corporate headquarters to discuss a potential strategic combination of Party C and BroadSoft for cash and stock consideration. Our senior management had subsequent meetings with Party C to review each party’s financial performance and operations and assess the potential for a strategic combination.

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On May 11, 2017, our senior management had preliminary discussions with Cisco about BroadSoft and our business.

In June 2017, Mr. Markley negotiated an amendment to the engagement letter between BroadSoft and Qatalyst Partners that was entered into in 2013 and separately negotiated an engagement letter with Jefferies, to provide financial advisory services to support our board’s ongoing evaluation and review of strategic opportunities. Jefferies was retained in light of its reputation and substantial knowledge and expertise in the unified communications industry and mergers and acquisition transactions generally and not to address any conflict of interest of Qatalyst Partners. Prior to such formal engagement, each of Jefferies and Qatalyst Partners, collectively referred to as our financial advisors, had been advising our board from time to time on its ongoing review of long-term strategy and other strategic alternatives.

On June 1, 2017, at the request of Party D, our senior management had a meeting with representatives of Party D to discuss Party D’s interest in pursuing a potential combination of BroadSoft and Party D for unspecified cash and stock consideration. Following this meeting, our senior management and the members of the Strategic Transaction Committee discussed Party D’s interest and senior management subsequently encouraged Party D to consider submitting a proposal for an all-cash transaction.

On June 20, 2017, we received a non-binding written joint proposal from Party B, expressing interest to acquire 100% of the capital stock of BroadSoft in an all-cash transaction at a price range of $49 - $51 per share subject to completion of due diligence and other conditions (the “Party B June 20 Proposal”). On the same day, we received a non-binding proposal from Party E to acquire 100% of the capital stock of BroadSoft in an all-cash transaction at a price range of $48.50 - $50 per share subject to completion of due diligence and other conditions (the “Party E June 20 Proposal”). Our stock was trading in the range of approximately $42 – $43 per share at that time. At the direction of our board, Qatalyst Partners managed communications with Party B, while Jefferies managed communications with Party E.

On June 22, 2017, a representative of Party A expressed interest to our senior management to reengage in further discussions regarding a potential strategic transaction between BroadSoft and Party A.

On June 23, 2017, our board held a special meeting by telephone, with senior management and representatives of Cooley also attending. Messrs. Markley and Tholen reviewed with our board the Party B June 20 Proposal and the Party E June 20 Proposal and the status of discussions with Cisco and other third parties. Representatives of Cooley reviewed with our board its fiduciary duties. Our board then discussed potential next steps with respect to such parties and the timing of a potential market check considering the need for confidentiality and the potential disruptive effect of the process on employees and the business. Our board authorized the Strategic Transaction Committee and our senior management to work with our financial advisors to continue to negotiate the proposals from Party B and Party E and to continue discussions with Cisco and other potentially interested third parties, including Party A, Party C and Party D.

On June 27 and June 28, 2017, we held meetings with representatives of Cisco to provide limited due diligence information regarding BroadSoft and its business. Following the meetings, we continued to have due diligence review discussions with Cisco throughout the month of July 2017.

Throughout June and July 2017, at the direction of the Strategic Transaction Committee, our financial advisors reached out to three other strategic parties, all of whom declined to engage in any discussion for a strategic transaction with BroadSoft.

On July 14, 2017, at the direction of our board, representatives of Jefferies sent bid process letters to Party A, Party C and Party E soliciting a submission of a proposal on definitive terms by July 24, 2017, and representatives of Qatalyst Partners did the same for Party B. The process letters were sent to obtain more certainty regarding the potential maximum value, financing plans for the financial parties and the proposed value

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and mixture of cash and stock expected to be proposed by Party C. Following discussions with our financial advisors, our senior management made a determination not to send Cisco a process letter to allow time for Cisco to continue its due diligence review and to encourage Cisco to submit a proposal for an all-cash transaction.

On July 21, 2017, Party B indicated that it could not support its prior value indication following refinement of its financial model and discussions with Party B terminated.

On July 24, 2017, we received an updated proposal from Party E proposing to acquire 100% of the capital stock of BroadSoft in an all-cash transaction for $49 per share, subject to due diligence and other conditions (the “Party E July 24 Proposal”). On July 25, 2017, we received an updated proposal from Party A proposing to acquire 100% of the capital stock of BroadSoft in an all-cash transaction for $50 per share, subject to due diligence and other conditions (the “Party A July 25 Proposal”). Our stock was trading in the range of approximately $43 – $44 per share at that time.    

On July 26, 2017, the Strategic Transaction Committee met, with senior management and representatives of our financial advisors and Cooley also attending. Representatives of our financial advisors, respectively, updated the Strategic Transaction Committee on the status of discussions with third parties, preliminary results of the market check and the outstanding proposals, including the Party A July 25 Proposal and the Party E July 24 Proposal. Representatives of our financial advisors, respectively, reported that Cisco was continuing its evaluation and due diligence but needed more time to submit a proposal and that Party C was holding a board meeting on July 27, 2017 to discuss the submission of a proposal for a stock and cash combination. Representatives of our financial advisors, respectively, also reviewed the financing plans of Party A and Party E and presented their preliminary assessment of the Party A July 25 Proposal and the Party E July 24 Proposal. Representatives of Cooley also reviewed fiduciary duty considerations with the committee.

On July 27, 2017, our board held a regular meeting with representatives of our financial advisors and Cooley joining for a portion of the meeting. During the meeting, our board reviewed with our senior management management’s financial projections for the years 2017 through 2022, including the key underlying assumptions. Following discussions, our board authorized use of these financial projections by our financial advisors in preparing financial analyses in connection with our board’s ongoing evaluation of strategic alternatives and our standalone prospects. Representatives of our financial advisors presented their preliminary assessment of the Party A July 25 Proposal and the Party E July 24 Proposal and our board discussed such proposals, the status of the strategic process and potential next steps.

On August 1, 2017, Party C informed Mr. Tessler and representatives of Jefferies that it did not intend to make a proposal and discussions with Party C terminated.

On August 7, 2017, Mr. Puorro informed Mr. Tessler that Cisco’s board of directors required more time to consider and submit a proposal for a strategic transaction with BroadSoft.

On August 14, 2017, a representative of Party D contacted Mr. Tholen to reengage in discussions regarding a potential all-cash transaction between BroadSoft and Party D.

On August 14, 2017, the Strategic Transaction Committee met, with senior management and representatives of our financial advisors also attending. Representatives of our financial advisors updated the committee on the status of discussions with third parties, including Party A, Party D and Party E and reported that Party A had not engaged in extensive due diligence and had not confirmed its July 25 Party A Proposal. Representatives of our financial advisors reported that Cisco was continuing to evaluate their interest in a strategic transaction with BroadSoft. The committee then authorized Mr. Tessler to contact Cisco to assess Cisco’s level of interest. Following the meeting, Mr. Tessler contacted Mr. Trollope on August 25, 2017 and August 28, 2017 and had discussions regarding the status of Cisco’s evaluation, and during the month of September 2017, representatives of Cisco, including Mr. Trollope, contacted Mr. Tessler from time to time to discuss market conditions and strategy in general in connection with Cisco’s evaluation of a potential strategic transaction with BroadSoft.

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On August 18, 2017, at Mr. Markley’s instruction, representatives of Jefferies provided a draft merger agreement contemplating an all-cash acquisition of 100% of the capital stock of BroadSoft by Party E, and requested that Party E provide a mark-up that they would be willing to execute as soon as practicable.

During the week of August 21, 2017, BroadSoft received a response from Party E on the draft merger agreement and received an updated proposal that reduced the proposed acquisition price to $48.40 per share from $49 per share contained in the Party E July 24 Proposal. The updated proposal included a tender offer condition that BroadSoft have a minimum amount of cash balance on its balance sheet at closing.

Also during that week, our senior management continued discussions with representatives of Party D in connection with its due diligence review.

On August 26, 2017, we received a non-binding proposal from Party D and its financial sponsor that contemplated a leveraged recapitalization in which Party D would be merged with BroadSoft and BroadSoft’s stockholders would receive $44 per share in cash through a special dividend distribution and retain a publicly traded common equity stake of 20% in the combined company (the “Party D August 26 Proposal”). The proposal contemplated that the sponsor and its funds would control 80% of the combined company as a controlled subsidiary under the NASDAQ Stock Market Rules, and was subject to completion of due diligence and other conditions.

During the week of August 28, 2017, our senior management continued to conduct due diligence meetings with representatives of Party E, and at the direction of our senior management, representatives of Jefferies and Cooley continued negotiations with Party E to obtain an improved proposal.

On August 30, 2017, Reuters reported that BroadSoft was exploring its strategic options, including a potential sale of BroadSoft, and was working with Jefferies. BroadSoft was not the source of the story and declined to comment. Following such press article, our stock price traded up to $48.40 and closed on August 30 at $48.00, an 11% increase over the closing price of $43.05 on the immediately preceding trading day.

Following the Reuters article, we received inbound interest from four additional parties (included in the 16 total parties). As a result of these inquiries, at the direction of the Strategic Transaction Committee and our senior management, representatives of Jefferies held initial discussions with each of the four parties; three of these four parties declined to move forward, and we entered into a confidentiality agreement with one strategic party. We had engaged in prior discussions with this strategic party in 2013, which were subsequently terminated, and thereafter the strategic party had not reengaged with us. After focused discussions, the strategic party elected again not to move forward or make a proposal, and discussions with the strategic party terminated.

On August 31, 2017 and September 1, 2017, representatives of Cooley and Jefferies had discussions with representatives of Party D’s outside legal counsel to discuss the Party D August 26 Proposal, including the proposed legal structure and timeline, the tax implications and the proposed financing plan.

On September 1, 2017, following a meeting of the Strategic Transaction Committee, representatives of Jefferies communicated to Party E that our board would not continue to move forward on a potential strategic transaction at a price that was less than $50 per share. Party E declined to increase its price and discussions were terminated. On the same day, our senior management reached out to Mr. Trollope to seek an update on Cisco’s status.

On September 5, 2017, our board held a special telephonic meeting, with senior management and representatives of Jefferies and Cooley also attending. Our board reviewed the current status of the discussions regarding the Party D August 26 Proposal. Our senior management discussed their views on the business rationale of a combination with Party D. Representatives of Jefferies discussed the financial aspects of the Party D August 26 Proposal, including the potential value of the 20% stake in the highly leveraged public company

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assuming Party D’s synergy assumptions were validated and assuming execution of Party D’s preliminary financial plan for the combined company. Our board discussed potential benefits and detriments of a potential transaction with Party D, including the risks and uncertainties associated with the value of the combined company, given the expected debt leverage, the limited public float and controlled-company governance structure and the execution risks of the strategic plan. Our board also discussed the need to validate synergies and the value of the stock through a due diligence review of Party D and its business. Following discussions, our board authorized Jefferies to continue discussions with Party D to attempt to obtain an improved proposal and to make a counterproposal at $52 per share in cash or, in the alternative, $48 per share in cash and a 20% common equity stake in the combined company, subject to additional financial and legal due diligence reviews of Party D and its business to, among other things, validate Party D’s synergy projections. Representatives of Jefferies also noted for our board that they had received several inbound inquiries from additional third parties after the Reuters article on August 30, 2017, but none of them had demonstrated active interest. They also updated our board on Mr. Tessler’s conversations with Cisco and that we were waiting on a response from Cisco on their interest to engage further in strategic discussions with us.

Later on September 5, 2017, we received an updated non-binding written proposal from Party E to acquire up to 40% of the capital stock of BroadSoft for $47.50 per share in cash through a tender offer transaction, and immediately following the consummation of the tender offer, to effect a leveraged recapitalization, which combined with BroadSoft’s cash, would fund a special dividend distribution of $26.50 per share to all remaining BroadSoft stockholders, including Party E. Following discussions among the members of the Special Transaction Committee, this proposal was rejected as inadequate.

Over the weekend of September 8, 2017, representatives of Cooley continued conversations with representatives of Party D’s outside legal counsel to explore alternative legal structures and financial statement requirements for a transaction with Party D and the potential impact on timing of a transaction.

On September 11, 2017 the Strategic Transaction Committee met by phone, with senior management and representatives of our financial advisors and Cooley also attending. Representatives of our financial advisors and the Strategic Transaction Committee reviewed the status of third-party discussions. The Strategic Transaction Committee noted that Party D had verbally agreed to increase its proposal to $45 per share in cash and a 20% common equity stake but had declined to make an all-cash proposal. After review of the various outstanding proposals and potential next steps, the Strategic Transaction Committee authorized senior management and our financial advisors to encourage Cisco to submit a definitive proposal as quickly as possible, continue engaging Party E to obtain an improved proposal for at least $50 per share in cash, and accelerate the due diligence review of Party D and its business to validate Party D’s synergy assumptions and the potential value of the 20% common equity stake in the combined company.

On September 12, 2017, Messrs. Tessler and Tholen had dinner with representatives of Party D and its financial sponsor. At the dinner, the representatives of Party D and its financial sponsor verbally increased its proposal to $47 per share in cash and a 20% common equity stake in the combined company. Party D confirmed this proposal in writing the following day, subject to finalizing legal structuring, legal documentation, financing commitments and due diligence review.

On September 15, 2017, the Strategic Transaction Committee met by phone, with senior management and representatives of Cooley also attending. Mr. Tholen updated the committee on the revised proposal from Party D, the status of our due diligence review of Party D and the status of the strategic review process generally. The committee discussed potential next steps and the potential complexities, risks and uncertainties involved in the proposed transaction with Party D. After discussion, the committee authorized senior management and our advisors to continue our due diligence review of Party D and business and legal discussions with Party D.

On September 18, 2017, Mr. Tessler spoke to Mr. Trollope to inform him that our board was considering proposals, and to inquire whether Cisco was intending to submit a proposal. Representatives of Qatalyst Partners

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later spoke to representatives of Cisco’s corporate development team to deliver the same message. Over the following week, our senior management and our advisors conducted due diligence review meetings with representatives of Party D and its financial sponsor regarding Party D, projected synergies and a strategic plan for the combined company. Our advisors also continued discussions with Party D’s advisors regarding the proposed transaction, including our preferred legal structure and financial statement requirements and timing, and requested a detailed financial model for the combined company from Party D’s financial sponsor. During this period, Party A formally withdrew from further discussions with our senior management and representatives of Jefferies.

On September 25, 2017, we received draft debt commitment documents from Party D, and on September 28, 2017, Cooley provided a draft merger agreement to Party D’s outside legal counsel contemplating a “double dummy” merger rather than a tender offer and dividend recapitalization as contemplated in the Party D August 26 Proposal.

On September 26, 2017, we received a written non-binding proposal from Party E to acquire 100% of the capital stock of BroadSoft in an all-cash transaction for $50 per share, subject to providing Party E with an exclusive negotiating period.

On September 27, 2017, we received a verbal non-binding proposal from Cisco to acquire 100% of the capital stock of BroadSoft in an all-cash transaction for $54 per share, subject to providing Cisco with an exclusive negotiating period. The following day, the Strategic Transaction Committee met by phone, with senior management and representatives of our financial advisors and Cooley also attending. The committee discussed the current status of the proposals from Cisco, Party E and Party D and potential next steps. The committee noted that Party E, who had previously conditioned its proposal on BroadSoft having a specified amount of cash on its balance sheet, was unlikely to be able to increase its price to be competitive with Cisco’s current proposal. The committee also discussed the uncertainties and risks associated with Party D’s mixed-consideration proposal and the value of the 20% common equity stake in the combined company, including that BroadSoft had not yet validated the synergies or operating plan for the combined company. The committee also discussed the potential antitrust-related risks of a transaction with Cisco. Following discussion, the committee authorized representatives of Qatalyst Partners to communicate to Cisco that we would be willing to grant them exclusivity for a period of two weeks if Cisco would increase its price to $58 per share and with the understanding that Cisco’s due diligence review would be substantially confirmatory in nature and our board would require contractual protections to address any antitrust-related risks.

On September 29, 2017, Cisco increased its proposal to $55 per share, which was confirmed in writing (the “Cisco Final Proposal”). The Cisco Final Proposal was subject to completion of due diligence and other customary conditions and contained requirements for a limited number of key BroadSoft employees (who were unidentified at that time) agreeing to work for the surviving corporation of the merger. Cisco also required that we agree to exclusivity through October 31, 2017 as a condition to continuing discussions. Representatives of Qatalyst Partners and Cooley continued discussions with representatives of Cisco and negotiated terms of an exclusivity agreement that would terminate immediately if Cisco reduced the price below $55 per share, subject to approval of the Strategic Transaction Committee.

Later on September 30, 2017, the Strategic Transaction Committee met by phone, with senior management and representatives of our financial advisors and Cooley also attending. The Strategic Transaction Committee and our financial advisors reviewed the status of discussions with Cisco and potential next steps with the other third parties. The committee discussed the likelihood of improving Cisco’s proposal further, terms of the exclusivity agreement and protections relating to antitrust-related risks BroadSoft would seek were it to pursue a strategic transaction with Cisco. Following discussion, taking into account the potential benefits as well as the uncertainties and risks associated with Party D’s proposal, including the uncertainty of obtaining the level of equity and debt financing required for the transaction proposed by Party D, achieving the proposed revenue and cost synergies, the value of the equity consideration in the combined company, and the risk that Cisco might

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terminate discussions if BroadSoft did not agree to exclusivity on the requested terms, the Strategic Transaction Committee authorized the execution of the exclusivity agreement with Cisco. Following the meeting, representatives of Jefferies informed Party E and Party D that BroadSoft was entering into exclusive negotiations with another party and ceasing all discussions with them. Following this call, we entered into an exclusivity agreement with Cisco through October 31, 2017.

On October 1, 2017, we received an updated non-binding proposal from Party D to acquire 100% of capital stock of BroadSoft for $51 per share in cash and retention of a 15% common equity stake in the combined company, and on October 4, 2017 we received a mark-up of the proposed merger agreement (the “Party D Final Proposal”). However, we did not engage in any discussion with Party D in compliance with the exclusivity agreement with Cisco.

After entering into exclusivity with Cisco, we provided more detailed due diligence information to representatives of Cisco, Fenwick & West LLP, Cisco’s outside legal counsel (“Fenwick”), and Arnold & Porter Kaye Scholer LLP, Cisco’s outside antitrust counsel (“A&P”), including by granting access to the virtual data room.

On October 6, 2017, Fenwick provided Cooley with a proposed draft of the merger agreement for the proposed transaction between BroadSoft and Cisco.

During the week of October 9, 2017, representatives of Cisco conducted a series of onsite due diligence meetings with representatives of BroadSoft. Representatives from our financial advisors, Cooley and A&P were also present at the meetings.

On October 13, 2017, Cooley provided a revised draft of the merger agreement to Fenwick. Between October 13, 2017 and the execution of the merger agreement, at the direction of the Strategic Transaction Committee and our senior management, representatives of Cooley negotiated the terms of the merger agreement and related schedules with representatives of Fenwick.

On October 15, 2017, our board held a special telephonic meeting, with senior management and representatives of our financial advisors and Cooley also attending. Mr. Tholen updated our board on the due diligence meetings with Cisco and the negotiation of the merger agreement. Mr. Tholen informed the Board that Cisco was negotiating employment and retention agreements with Messrs. Tessler, Hoffpauir and Tholen to be signed concurrently with the execution of the merger agreement with Cisco as a condition to signing. Mr. Tholen also informed our board that with the prior approval of Mr. Markley the executives retained outside legal counsel to represent them in such discussions. Representatives of Cooley discussed with our board their antitrust analysis of the proposed transaction with Cisco as well as potential terms in the merger agreement relating to antitrust risk to be considered. Our board also discussed with representatives of our financial advisors the financial aspects of the Party D Final Proposal based on the due diligence review of Party D that was conducted prior to entering into exclusivity with Cisco as well as the potential benefits and the complexities and uncertainties associated with the Party D Final Proposal. Representatives of Cooley also reviewed with our board their fiduciary duties in connection with considering a sale of BroadSoft.

On October 16, 2017, following discussions between Fenwick and Cooley regarding issues in the merger agreement, Fenwick provided a revised draft of the merger agreement to Cooley.

On October 17, 2017, the Strategic Transaction Committee met by phone, with senior management and representatives of our financial advisors and Cooley also attending. The committee reviewed the status of discussions with Cisco. Representatives of Cooley reviewed with the committee their analysis on the antitrust approval process, including timing and risks, and the status of the merger agreement negotiations, including deal protections and antitrust-related provisions. Later that day, Cooley provided a revised draft of the merger agreement to Fenwick reflecting input from the committee and our senior management.

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On October 18, 2017, the Strategic Transaction Committee met by phone, with senior management and representatives of our financial advisors and Cooley also attending. Senior management and our advisors reviewed with the committee the differing positions of the parties regarding the antitrust-related issues and other open issues in the merger agreement.

Later that day, the compensation committee of our board was presented with the proposed compensation and retention terms of employment for Messrs. Tessler, Hoffpauir and Tholen with Cisco and approved certain amendments to the terms of the PSU awards for Messrs. Tessler, Hoffpauir and Tholen and certain other executives and approved certain payments under our 2017 Executive Bonus Plan.

During the day of October 19, 2017, the parties continued to negotiate the merger agreement and related schedules. Later that day, our board held a special telephonic meeting, with senior management and representatives of Cooley also attending. Our board reviewed with representatives of Cooley the parties’ current positions on the antitrust-related issues and other open issues of the merger agreement. Following discussions, and based on the recommendation of the committee members and senior management, our board authorized continuing to pursue a transaction with Cisco without an antitrust reverse termination fee, taking into account other terms of the merger agreement taken as a whole and the potential value to BroadSoft stockholders. After the meeting, Mr. Tessler discussed key issues in the merger agreement with representatives of Cisco and provided a revised draft of the merger agreement to representatives of Cisco. During the day of October 20, 2017, the parties continued to negotiate the merger agreement and related schedules.

In the evening of October 20, 2017 after market close, our board held a special telephonic meeting, with senior management and representatives of our financial advisors and Cooley also attending. Representatives of Cooley reviewed our board’s fiduciary duties in the context of considering the proposed transaction with Cisco, the terms of the proposed merger agreement by referring to an executive summary of the merger agreement distributed in advance of the meeting, and the antitrust-related risks and approval process. The board asked questions and discussed the proposed transaction and related risks. Representatives of Qatalyst Partners reviewed with our board, its financial analysis of the per share merger consideration, and rendered to our board its oral opinion, which was subsequently confirmed by delivery of a written opinion, dated as of October 20, 2017, that, as of the date of such opinion, and based upon and subject to the matters and the limitations set forth therein, the per share merger consideration to be paid to the holders of BroadSoft common stock (other than as specified in such opinion) is fair from a financial point of view to such holders. Representatives of Jefferies also reviewed with our board, its financial analysis of the per share merger consideration, and rendered to our board a written opinion, dated as of October 20, 2017, that, as of the date of such opinion, and based upon and subject to the matters and the limitations set forth therein, the per share merger consideration to be paid to the holders of BroadSoft common stock (other than as specified in such opinion) is fair from a financial point of view to such holders. For a more detailed discussion of our financial advisors’ opinions, please see below under the caption “ The Merger — Opinions of BroadSoft’s Financial Advisors .” The opinions of Qatalyst Partners and Jefferies are attached to this proxy statement as Annex B-1 and Annex B-2, respectively. Then, Mr. Gavin, a director and chairman of our board’s compensation committee, made a presentation to our board regarding the compensation and retention arrangements of the employment agreements negotiated between Cisco and Messrs. Tessler, Hoffpauir and Tholen. These agreements and arrangements are more fully described under “ The Merger —Interests of Our Directors and Executive Officers in the Merger .” Following consideration of the merger agreement and the transactions contemplated by the merger agreement, including consideration of the factors described in “ The Merger — Reasons for the Merger ”, our board unanimously (a) determined that the merger agreement and the transactions contemplated thereby, including the merger, are advisable, (b) determined that the merger agreement and the transactions contemplated thereby, including the merger, taken together, are at a price and on terms that are fair to, and in the best interest of BroadSoft and its stockholders, (c) approved the execution, delivery and performance by BroadSoft of the merger agreement and the consummation of the transactions contemplated thereby, including the merger, and (d) resolved to recommend that the stockholders of BroadSoft approve the adoption of the merger agreement and thereby the merger.

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Following our board meeting, the definitive merger agreement was executed by representatives of BroadSoft, Cisco, and Merger Sub late on the evening of October 20, 2017.

Execution of the merger agreement was publicly announced early on the morning of October 23, 2017. Later in the morning, we also announced the execution of the merger agreement to our customers and partners who attended the BroadSoft Connections 2017 annual customer conference in Phoenix, Arizona.

Reasons for the Merger

Reasons for the Recommendation of the Board of Directors

On October 20, 2017, our board of directors unanimously (a) determined that the merger agreement and the transactions contemplated thereby, including the merger, are advisable, (b) determined that the merger agreement and the transactions contemplated thereby, including the merger, taken together, are at a price and on terms that are fair to, and in the best interest of BroadSoft and its stockholders, (c) approved the execution, delivery and performance by BroadSoft of the merger agreement and the consummation of the transactions contemplated thereby, including the merger and (d) resolved to recommend that the stockholders of BroadSoft approve the adoption of the merger agreement and thereby approve the merger.

Our board of directors consulted with our management, our outside legal advisor, Cooley LLP, and our financial advisors, Qatalyst Partners and Jefferies, and considered the following factors (which are not listed in any relative order of importance) in reaching its conclusion to approve the merger agreement and the transactions contemplated thereby, including the merger, and to recommend to our stockholders approval of the adoption of the merger agreement, all of which it viewed as generally supporting its decision to approve the business combination with Cisco:

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Our board of directors also considered the potential risks of the merger and other potentially negative factors, including the following:

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The board of directors concluded that the risks, uncertainties, restrictions and potentially negative factors associated with the merger were outweighed by the potential benefits of the merger.

The foregoing discussion of our board of directors’ reasons for its recommendation to approve the merger is not meant to be exhaustive, but addresses the material information and factors considered by our board of directors in consideration of its recommendation. In view of the wide variety of factors considered by our board of directors in connection with its evaluation of the merger and the complexity of these matters, our 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. Rather, the directors made their determinations and recommendations based on the totality of the information presented to them, and the judgments of individual members of our board of directors may have been influenced to a greater or lesser degree by different factors.

Our board of directors unanimously recommends that you vote “FOR” the approval of the adoption of the merger agreement.

Opinions of BroadSoft’s Financial Advisors

Opinion of Qatalyst Partners

BroadSoft retained Qatalyst Partners to act as financial advisor to our board of directors in connection with a potential transaction such as the merger and to evaluate whether the consideration to be received by the holders

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of shares of BroadSoft common stock, other than Cisco or any affiliate of Cisco, pursuant to the merger agreement was fair, from a financial point of view, to such holders. BroadSoft selected Qatalyst Partners to act as its financial advisor based on Qatalyst Partners’ qualifications, expertise, reputation and knowledge of the business and affairs of BroadSoft and the industry in which it operates. Qatalyst Partners provided its written consent to the reproduction of its opinion in this proxy statement. At the meeting of our board of directors on October 20, 2017, Qatalyst Partners rendered its oral opinion, that, as of such date and based upon and subject to the considerations, limitations, qualifications, assumptions and other matters set forth therein, the consideration to be received by the holders of shares of BroadSoft common stock, other than Cisco or any affiliate of Cisco, pursuant to the merger agreement was fair, from a financial point of view, to such holders. Following the meeting, Qatalyst Partners delivered its written opinion, dated October 20, 2017, to our board of directors.

The full text of Qatalyst Partners’ written opinion to our board of directors, dated October 20, 2017, is attached hereto as Annex B-1 and is incorporated in this proxy statement by reference. The opinion sets forth, among other things, the assumptions made, procedures followed, matters considered and limitations and qualifications of the review undertaken by Qatalyst Partners in rendering its opinion. You should read the opinion carefully in its entirety. Qatalyst Partners’ opinion was provided to our board of directors and addresses only, as of the date of the opinion, the fairness, from a financial point of view, of the consideration to be received by the holders of shares of BroadSoft common stock, other than Cisco or any affiliate of Cisco, pursuant to the merger agreement, and it does not address any other aspect of the merger. It does not constitute a recommendation to any BroadSoft stockholder as to how to vote with respect to the merger or any other matter and does not in any manner address the price at which BroadSoft common stock will trade at any time. The summary of Qatalyst Partners’ opinion set forth herein is qualified in its entirety by reference to the full text of the opinion.

In arriving at its opinion, Qatalyst Partners reviewed the merger agreement, certain related documents and certain publicly available financial statements and other business and financial information of BroadSoft. Qatalyst Partners also reviewed certain forward-looking information relating to BroadSoft prepared by BroadSoft’s management, including financial projections and operating data of BroadSoft which we refer to as financial forecasts described in the section of this proxy statement captioned “ Certain Projections Utilized by BroadSoft in Connection with the Merger ” (the “Projections”). Additionally, Qatalyst Partners discussed the past and current operations and financial condition and the prospects of BroadSoft with BroadSoft’s senior management. Qatalyst Partners also reviewed the historical market prices and trading activity for BroadSoft common stock and compared BroadSoft’s financial performance and the prices and trading activity of BroadSoft common stock with that of certain other selected publicly traded companies and their securities. In addition, Qatalyst Partners reviewed the financial terms, to the extent publicly available, of selected acquisition transactions and performed such other analyses, reviewed such other information and considered such other factors as Qatalyst Partners deemed appropriate.

In arriving at its opinion, Qatalyst Partners assumed and relied upon, without independent verification, the accuracy and completeness of the information that was publicly available or supplied or otherwise made available to, or discussed with, Qatalyst Partners by BroadSoft. With respect to the Projections, Qatalyst Partners was advised by the management of BroadSoft and assumed that they have been reasonably prepared on bases reflecting the best currently available estimates and judgments of BroadSoft’s management of the future financial performance of BroadSoft and other matters covered thereby. Qatalyst Partners assumed that the merger would be consummated in accordance with the terms set forth in the merger agreement, without any modification, waiver or delay. In addition, Qatalyst Partners assumed that in connection with the receipt of all the necessary approvals of the proposed merger, no delays, limitations, conditions or restrictions will be imposed that could have an adverse effect on BroadSoft or Cisco or the contemplated benefits expected to be derived in the proposed merger. Qatalyst Partners did not make any independent evaluation or appraisal of the assets or liabilities (contingent or otherwise) of BroadSoft nor was Qatalyst Partners furnished with any such evaluation or appraisal. In addition, Qatalyst relied, without independent verification, upon the assessment of BroadSoft’s management as to the existing and future technology and products of BroadSoft and the risks associated with such technology and products. Qatalyst Partners’ opinion has been approved by Qatalyst Partners’ opinion committee in accordance with its customary practice.

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Qatalyst Partners’ opinion is necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to it as of, the date of the opinion. Events occurring after the date of the opinion may affect Qatalyst Partners’ opinion and the assumptions used in preparing it, and Qatalyst Partners did not assume any obligation to update, revise or reaffirm its opinion. Qatalyst Partners’ opinion does not address BroadSoft’s underlying business decision to engage in the merger, or the relative merits of the merger as compared to any strategic alternatives that may be available to BroadSoft. The opinion is limited to the fairness, from a financial point of view, of the consideration to be received by the holders of shares of BroadSoft common stock, other than Cisco or any affiliate of Cisco, pursuant to the merger agreement, and Qatalyst Partners expressed no opinion with respect to the fairness of the amount, nature or timing of the compensation to any of BroadSoft’s officers, directors or employees, or any class of such persons, relative to such consideration.

The following is a brief summary of the material analyses performed by Qatalyst Partners in connection with its opinion dated October 20, 2017. The analyses and factors described below must be considered as a whole; considering any portion of such analyses or factors, without considering all analyses and factors, could create a misleading or incomplete view of the process underlying Qatalyst Partners’ opinion. For purposes of its analyses, Qatalyst Partners utilized both the Projections as well as research analyst consensus estimates for BroadSoft, which we refer to as the “Street Case.” Some of the summaries of the financial analyses include information presented in tabular format. The tables are not intended to stand alone, and to more fully understand the financial analyses used by Qatalyst Partners, the tables must be read together with the full text of each summary. Considering the data set forth below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of Qatalyst Partners’ financial analyses.

Discounted Cash Flow Analysis

Qatalyst Partners performed an illustrative discounted cash flow analysis, which is designed to imply a potential, present value of per share values for the common stock of BroadSoft as of September 30, 2017 by:

Based on the calculations set forth above, this analysis implied a range of values for BroadSoft common stock of approximately $38.22 to $56.48 per share.

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Selected Companies Analysis

Qatalyst Partners compared selected financial information and public market multiples for BroadSoft with publicly available information and public market multiples for selected companies. The companies used in this comparison included those companies listed below, and were selected by Qatalyst Partners based on its professional judgement, which included such factors as publicly traded companies in similar lines of business to BroadSoft, having a similar business model, having similar financial performance, or having other relevant or similar characteristics.

Based upon research analyst consensus estimates for calendar year 2018 as of October 18, 2017, and using the closing prices as of October 18, 2017 (except as noted above) for shares of the selected companies, Qatalyst Partners calculated, among other things, (a) the estimated calendar year 2018 price-to-earnings ratio (the “CY2018E P/E Multiples”) and (b) the implied fully-diluted enterprise value divided by the estimated calendar year 2018 EBITDA (the “CY2018E EBITDA Multiples”) for each of the selected companies.

Based on an analysis of the respective multiples for the selected companies, Qatalyst Partners selected a representative multiple range for each of the respective multiples and applied this range to BroadSoft’s estimated statistic (a) based on the Projections and (b) based on the Street Case.

Based on an analysis of the CY2018E P/E Multiples for the selected companies, Qatalyst Partners selected a representative multiple range of 16.0x to 25.0x and applied this range to BroadSoft’s estimated CY2018E Adjusted EPS after statutory taxes based on the Projections and the Street Case. For the purposes of this analysis, Qatalyst Partners added the per share present value of BroadSoft’s net operating losses and tax credits as of June 30, 2017, per BroadSoft’s management, to BroadSoft’s implied common stock price per share. The

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Adjusted EPS after statutory taxes was calculated based on a 25% statutory non-GAAP tax rate, per BroadSoft’s management. Based on the calculations set forth above, this analysis implied a range of values for BroadSoft common stock of approximately $35.11 to $54.68 per share based on the Projections, and $34.56 to $53.82 per share based on the Street Case.

Based on an analysis of the CY2018E EBITDA Multiples for the selected companies, Qatalyst Partners selected a representative multiple range of 9.0x to 14.0x and applied this range to BroadSoft’s estimated CY2018E EBITDA based on the Projections and the Street Case. This analysis implied a range of values for BroadSoft common stock of approximately $33.82 to $48.59 per share based on the Projections, and $32.14 to $46.44 per share based on the Street Case.

No company included in the selected companies analysis is identical to BroadSoft. In evaluating the selected companies, Qatalyst Partners made judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters. Many of these matters are beyond the control of BroadSoft, such as the impact of competition on BroadSoft’s business and the industry in general, industry growth and the absence of any material adverse change in BroadSoft’s financial condition and prospects of or the industry or in the financial markets in general. Mathematical analysis, such as determining the arithmetic mean, median, or the high or low, is not in itself a meaningful method of using selected company data.

For each of the transactions listed above, Qatalyst Partners reviewed, among other things, (a) the price per share paid for the target company as a multiple of (i) last-twelve-months non-GAAP earnings per share of the target company (“LTM P/E Multiple”), (ii) analyst estimates of the next-twelve-months non-GAAP earnings per share (“NTM P/E Multiple”), as well as (b) the implied fully-diluted enterprise value of the target company as a multiple of (i) last-twelve-months EBITDA of the target company (“LTM EBITDA Multiple”), and (ii) analyst

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estimates of the next-twelve-months EBITDA of the target company (“NTM EBITDA Multiple”).    Last-twelve-month and next-twelve-month periods were determined from the date of the last earnings release prior to, or in conjunction with, each respective transaction’s announcement date.

Based on an analysis of the LTM P/E Multiples for the selected transactions, Qatalyst Partners selected a representative multiple range of 18.0x to 27.0x and applied this range to BroadSoft’s Adjusted EPS after statutory taxes and BroadSoft’s as-reported non-GAAP earnings per share (calculated as the consecutive four quarters ended on June 30, 2017). For the purposes of the Adjusted EPS after statutory taxes analysis, Qatalyst Partners added the per share present value of BroadSoft’s net operating losses and tax credits as of June 30, 2017, per BroadSoft’s management, to BroadSoft’s implied common stock price per share. The Adjusted EPS after statutory taxes was calculated based on a 25% statutory non-GAAP tax rate, per BroadSoft’s management. Based on the calculations set forth above, this analysis implied a range of values for BroadSoft common stock of approximately $28.40 to $42.45 per share based on the Adjusted EPS after statutory taxes , and $36.36 to $54.54 per share based on the as-reported non-GAAP earnings per share.

Based on an analysis of the NTM P/E Multiples for the selected transactions, Qatalyst Partners selected a representative multiple range of 16.0x to 23.0x and applied this range to the estimated Adjusted EPS after statutory taxes and BroadSoft’s as-reported non-GAAP earnings per share, based on the Street Case (calculated as the consecutive four quarters ending on June 30, 2018). For the purposes of the Adjusted EPS after statutory taxes analysis, Qatalyst Partners added the per share present value of BroadSoft’s net operating losses and tax credits as of June 30, 2017, per BroadSoft’s management, to BroadSoft’s implied common stock price per share. The Adjusted EPS after statutory taxes was calculated based on a 25% statutory non-GAAP tax rate, per BroadSoft’s management. Based on the calculations set forth above, this analysis implied a range of values for BroadSoft common stock of approximately $33.43 to $47.91 per share based on the Adjusted EPS after statutory taxes, and $41.76 to $60.03 per share based on the as-reported earnings per share.

Based on the analysis of the LTM EBITDA Multiples for selected transactions, Qatalyst Partners selected a representative multiple range of 10.0x to 15.0x applied to BroadSoft’s last-twelve-months EBITDA (calculated as the consecutive four quarters ended on June 30, 2017). This analysis implied a range of values for the common stock of approximately $26.27 to $37.05 per share.

Based on the analysis of the NTM EBITDA Multiples for the selected transactions, Qatalyst Partners selected a representative multiple range of 9.0x to 13.0x applied to BroadSoft’s estimated next-twelve-months EBITDA (calculated as the consecutive four quarters ending on June 30, 2018), based on the Street Case. This analysis implied a range of values for the common stock of approximately $30.75 to $41.50 per share.

No company or transaction utilized in the selected transactions analysis is identical to BroadSoft or the merger. In evaluating the selected transactions, Qatalyst Partners made judgments and assumptions with regard to general business, market and financial conditions and other matters, many of which are beyond BroadSoft’s control, such as the impact of competition on BroadSoft’s business or the industry generally, industry growth and the absence of any material adverse change in BroadSoft’s financial condition or the industry or in the financial markets in general, which could affect the public trading value of the companies and the aggregate value of the transactions to which they are being compared.

Miscellaneous

In connection with the review of the merger by our board of directors, Qatalyst Partners performed a variety of financial and comparative analyses for purposes of rendering its opinion. The preparation of a financial opinion is a complex process and is not necessarily amenable to a partial analysis or summary description. In arriving at its opinion, Qatalyst Partners considered the results of all of its analyses as a whole and did not attribute any particular weight to any analysis or factor it considered. Qatalyst Partners believes that selecting any portion of its analyses, without considering all analyses as a whole, could create a misleading or incomplete view of the process underlying its analyses and opinion. In addition, Qatalyst Partners may have given various

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analyses and factors more or less weight than other analyses and factors, and may have deemed various assumptions more or less probable than other assumptions. As a result, the ranges of valuations resulting from any particular analysis described above should not be taken to be Qatalyst Partners’ view of BroadSoft’s actual value. In performing its analyses, Qatalyst Partners made numerous assumptions with respect to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond BroadSoft’s control. Any estimates contained in Qatalyst Partners’ analyses are not necessarily indicative of future results or actual values, which may be significantly more or less favorable than those suggested by such estimates.

Qatalyst Partners conducted the analyses described above solely as part of its analysis of the fairness, from a financial point of view, of the consideration to be received by the holders of BroadSoft common stock, other than Cisco or any affiliate of Cisco, pursuant to the merger agreement. This analysis does not purport to be an appraisal or to reflect the price at which BroadSoft common stock might actually trade.

Qatalyst Partners’ opinion and its presentation to our board of directors was one of many factors considered by our board of directors in deciding to approve the merger agreement. Consequently, the analyses as described above should not be viewed as determinative of the opinion of our board of directors with respect to the consideration to be received by the holders of BroadSoft common stock, other than Cisco or any affiliate of Cisco, pursuant to the merger agreement or of whether our board of directors would have been willing to agree to different consideration. The consideration payable in the merger was determined through arm’s length negotiations between BroadSoft and Cisco and was approved by our board of directors. Qatalyst Partners provided advice to BroadSoft during these negotiations. Qatalyst Partners did not, however, recommend any specific consideration to BroadSoft or that any specific consideration constituted the only appropriate consideration for the merger.

Qatalyst Partners provides investment banking and other services to a wide range of corporations and individuals, domestically and offshore, from which conflicting interests or duties may arise. In the ordinary course of these activities, affiliates of Qatalyst Partners may at any time hold long or short positions, and may trade or otherwise effect transactions in debt or equity securities or loans of BroadSoft, Cisco or certain of their respective affiliates. During the two year period prior to the date of Qatalyst Partners’ opinion, no material relationship existed between Qatalyst Partners and its affiliates and BroadSoft or Cisco pursuant to which compensation was received by Qatalyst Partners or its affiliates; however, Qatalyst Partners and its affiliates may in the future provide investment banking and other financial services to BroadSoft or Cisco or any of their respective affiliates for which it would expect to receive compensation.

Pursuant to a letter agreement dated August 27, 2013, as amended by a letter agreement dated June 1, 2017, Qatalyst Partners provided BroadSoft with financial advisory services in connection with the merger for which it will be paid approximately $32 million, $2.0 million of which was payable upon the delivery of its opinion (regardless of the conclusion reached therein), and the remaining portion of which will be paid upon, and subject to, consummation of the Merger.    Additionally, BroadSoft paid Qatalyst Partners $75,000 at the execution of the letter agreement and $75,000 in 2013 following BroadSoft’s first meeting with a company potentially interested in a strategic transaction with BroadSoft that BroadSoft determined to continue discussions with. BroadSoft has also agreed to reimburse Qatalyst for its expenses incurred in performing its services. BroadSoft has also agreed to indemnify Qatalyst Partners and its affiliates, their respective members, directors, officers, partners, agents and employees and any person controlling Qatalyst Partners or any of its affiliates against certain liabilities, including liabilities under the federal securities laws, and expenses related to or arising out of Qatalyst Partners’ engagement.

Opinion of Jefferies

BroadSoft has retained Jefferies to act as a financial advisor to BroadSoft in connection with the merger based on its reputation and substantial knowledge and expertise in the unified communications industry and

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mergers and acquisition transactions generally. In connection with this engagement, our board of directors requested that Jefferies evaluate the fairness, from a financial point of view, of the consideration to be received by the holders of BroadSoft common stock (other than Cisco and its affiliates) pursuant to the merger. At the meeting of our board of directors on October 20, 2017, Jefferies rendered its oral opinion to our board of directors, confirmed by delivery of a written opinion dated October 20, 2017, to the effect that, as of that date and based upon and subject to the various assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of the review undertaken by Jefferies as set forth in its opinion, the consideration to be received by holders of BroadSoft common stock (other than Cisco and its affiliates) pursuant to the merger agreement was fair, from a financial point of view, to such holders.

The full text of the written opinion of Jefferies, dated October 20, 2017, to our board of directors is attached hereto as Annex B-2. Jefferies’ opinion sets forth, among other things, the various assumptions made, procedures followed, matters considered and limitations on the scope of the review undertaken by Jefferies in rendering its opinion. We encourage you to read Jefferies’ opinion carefully and in its entirety. Jefferies’ opinion was provided for the use and benefit of our board of directors and addresses only the fairness, from a financial point of view, of the consideration to be received by the holders of BroadSoft common stock (other than Cisco and its affiliates) pursuant to the merger as of the date of the opinion. It does not address any other aspects of the merger, including the underlying business decision by BroadSoft to engage in the merger, and does not constitute a recommendation as to how any holder of BroadSoft common stock should vote or act with respect to the merger or any matter related thereto. The summary of the opinion of Jefferies set forth below is qualified in its entirety by reference to the full text of the opinion.

In arriving at its opinion, Jefferies, among other things:

In Jefferies’ review and analysis and in rendering its opinion, Jefferies assumed and relied upon, but did not assume any responsibility to independently investigate or verify, the accuracy and completeness of all financial and other information that was supplied or otherwise made available by BroadSoft or that was otherwise publicly available to Jefferies (including, without limitation, the information described above), or that was otherwise reviewed by Jefferies. In its review, Jefferies relied on assurances of management of BroadSoft that it was not aware of any facts or circumstances that would make such information incomplete, inaccurate or misleading, and did not obtain any independent evaluation or appraisal of any of the assets or liabilities (contingent, derivative, off-balance sheet or otherwise) of, or conduct a physical inspection of any of the properties or facilities of, BroadSoft. Jefferies was not furnished with any such evaluations or appraisals of such physical inspections and did not assume any responsibility to obtain any such evaluations or appraisals.

With respect to the Projections (including estimates as to potential net operating loss carryforwards of BroadSoft on a standalone basis) provided to and reviewed by Jefferies, Jefferies’ opinion noted that projecting

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future results of any company is inherently subject to uncertainty. We informed Jefferies, however, and Jefferies assumed, that such Projections were reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of the management of BroadSoft as to the future financial performance of BroadSoft. Jefferies expressed no opinion as to the Projections or the assumptions on which they were made.

Jefferies’ opinion was based on economic, monetary, regulatory, market and other conditions existing and which could be evaluated as of the date of its opinion. Jefferies expressly disclaimed any undertaking or obligation to advise any person of any change in any fact or matter affecting Jefferies’ opinion of which Jefferies became aware after the date of its opinion.

Jefferies made no independent investigation of any legal, regulatory, accounting or tax matters affecting BroadSoft or the merger, and Jefferies assumed the correctness in all respects meaningful to Jefferies’ analysis of all legal and accounting advice given to BroadSoft and our board of directors, including, without limitation, advice as to the legal, regulatory, accounting and tax consequences of the terms of, and transactions contemplated by, the merger agreement to BroadSoft and its stockholders. In addition, in preparing its opinion, Jefferies did not take into account any tax or other consequences of the merger to, or individual circumstances of, any holder of BroadSoft common stock. In rendering its opinion, Jefferies assumed that the final form of the merger agreement would be substantially similar to the last draft reviewed by it and assumed that the merger would be consummated in accordance with its terms without waiver, modification or amendment of any material term, condition or agreement and in compliance with all applicable laws, documents and other requirements. Jefferies also assumed that, in the course of obtaining the necessary governmental, regulatory or third party approvals, consents, waivers and releases for the merger, no delay, limitation, restriction or condition would be imposed or occur that would have an adverse effect on BroadSoft, Cisco or that otherwise would be meaningful in any respect to its analyses or opinion.

Jefferies’ opinion was for the use and benefit of our board of directors in its evaluation of the consideration from a financial point of view, and did not address the relative merits of the transactions contemplated by the merger agreement as compared to any alternative transaction or opportunity that might be available to BroadSoft. Jefferies’ opinion also did not address the underlying business decision by BroadSoft to engage in the merger or the terms of the merger agreement or the documents referred to therein, including the form or structure of the merger or any term, aspect or implication of any guarantee, financing or other arrangements, agreements or understandings entered into in connection with, or contemplated by or resulting from, the merger or otherwise. Jefferies’ opinion does not constitute a recommendation as to how any holder of shares of BroadSoft common stock should vote or act with respect to the merger or any matter. In addition, Jefferies did not express an opinion or view with respect to, and its opinion did not address, the fairness to, or any other consideration of, the holders of any class of securities, creditors or other constituencies of BroadSoft, other than the holders of shares of BroadSoft common stock. Jefferies expressed no opinion as to the price at which shares of BroadSoft common stock would trade at any time. Furthermore, Jefferies did not express any view or opinion as to the fairness, financial or otherwise, of the amount or nature of any compensation or other consideration payable or to be received by any of BroadSoft’s officers, directors or employees, or any class of such persons, in connection with the merger relative to the consideration to be received by holders of shares of BroadSoft common stock. Jefferies’ opinion was authorized by the Fairness Committee of Jefferies.

In connection with rendering its opinion, Jefferies performed a variety of financial and comparative analyses, which are summarized below. The following summary is not a complete description of all analyses performed and factors considered in connection with Jefferies’ opinion. The preparation of a fairness opinion is a complex process involving subjective judgments and is not necessarily susceptible to partial analysis or summary description. With respect to the selected public companies and selected precedent transactions analyses summarized below, no company or transaction used as a comparison was identical or directly comparable to BroadSoft or the merger. These analyses necessarily involved complex considerations and judgments concerning financial and operating characteristics and other factors that could affect the public trading, acquisition or other values of the companies or transactions concerned.

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Jefferies believes that its analyses and the summary below must be considered as a whole. Considering any portion of Jefferies’ analyses or the factors considered by Jefferies or focusing on information presented in tabular format, without considering all analyses and factors or the narrative description of the analyses, could create a misleading or incomplete view of the processes underlying the conclusion expressed in Jefferies’ analyses and opinion. In addition, Jefferies may have given various analyses more or less weight than other analyses, and may have deemed various assumptions more or less probable than other assumptions, so that implied reference ranges resulting from any particular analysis described below should not be taken to be Jefferies’ view of BroadSoft’s actual value. Jefferies did not draft, in isolation, conclusions from or with regard to any one factor or method of analysis for purposes of its opinion, but rather arrived at its ultimate opinion based on the results of all analyses undertaken by it and assessed as a whole and also on the application of Jefferies’ own experience and judgment.

In performing its analyses, Jefferies made numerous assumptions with respect to industry performance, general business, economic, monetary, regulatory, market and other conditions and other matters, many of which are beyond our and Jefferies’ control. The analyses performed by Jefferies are not necessarily indicative of actual values or actual future results, which may be significantly more or less favorable than suggested by such analyses. Estimates of the financial value of companies do not purport to be appraisals or necessarily reflect the prices at which companies or securities actually may be sold or acquired. Accordingly, the estimates used in, and the range of the valuations resulting from, any particular analysis described below are inherently subject to substantial uncertainty and should not be taken as Jefferies’ view of the actual value of BroadSoft or its securities.

The analyses performed were prepared solely as part of Jefferies’ analysis on the fairness, from a financial point of view, of the consideration to be received by holders of shares of BroadSoft common stock (other than Cisco or its affiliates) pursuant to the merger agreement, and were provided to our board of directors in connection with the delivery of Jefferies’ opinion. The consideration payable in the merger was determined through negotiation between BroadSoft and Cisco, and the decision by BroadSoft to enter into the merger agreement was solely that of our board of directors. Jefferies’ opinion and financial analyses were only one of many factors considered by the board of directors in its evaluation of the consideration and should not be viewed as determinative of the views of the board of directors or management with respect to the merger or the consideration payable in the merger.

The following is a summary of the material financial analyses performed by Jefferies in connection with Jefferies’ delivery of its opinion and presentation to our board of directors at its meeting on October 20, 2017. The financial analyses summarized below include information presented in tabular format. In order to fully understand Jefferies’ financial analyses, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses. Considering the data described below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of Jefferies’ financial analyses.

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Selected Companies Analysis

Jefferies reviewed publicly available financial and stock market information of the following ten selected companies, which we refer to as the selected companies, of which three were unified communications companies, and seven were carrier infrastructure & software provider companies, that Jefferies in its professional judgment considered generally relevant to BroadSoft for purposes of its financial analysis, and compared such information with similar publicly available financial and stock market information of BroadSoft.

Jefferies reviewed total enterprise values (“TEV”), calculated as fully-diluted equity values based on closing stock prices on October 13, 2017, plus total debt, preferred stock and non-controlling interests (as applicable) less cash and cash equivalents, for the selected companies as a multiple of their respective estimated adjusted earnings per share for calendar years 2017 and 2018. Estimated financial data of the selected companies were based on publicly available Wall Street research analysts’ estimates, public filings and other publicly available information, calendarized in certain instances for comparative purposes. Estimated financial data of BroadSoft was based on publicly available information and the Projections.

Applying a range of selected multiples from each of the selected companies to BroadSoft’s estimated adjusted cash tax earnings per share for calendar years 2017 and 2018, respectively, Jefferies derived ranges of implied enterprise value for BroadSoft. Jefferies derived the below implied equity reference ranges per share of BroadSoft common stock, as compared to the consideration to be received by the holders of BroadSoft common stock (other than Cisco and its affiliates) pursuant to the merger, by subtracting total debt and adding cash and cash equivalents to the ranges of implied enterprise values for BroadSoft and dividing by BroadSoft’s fully diluted shares of BroadSoft common stock outstanding (including the make-whole shares from BroadSoft’s 2018

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and 2022 convertible debt), based on the capitalization table provided to Jefferies by BroadSoft’s management on October 18, 2017, which BroadSoft’s management directed Jefferies to use for purposes of its opinion.

None of the selected companies is identical to BroadSoft. In evaluating the selected companies, Jefferies made numerous judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond BroadSoft’s and Jefferies’ control. Mathematical analysis, such as determining the median, is not in itself a meaningful method of using the selected companies’ data.

Selected Transactions Analysis

Using publicly available information, Jefferies reviewed, among other things, financial data relating to eighteen completed transactions listed below involving the acquisition of unified communications and messaging related communication software companies or the acquisition of services to communication service providers and enterprises companies, that Jefferies in its professional judgment considered generally relevant, which we refer to as the selected transactions. Jefferies reviewed selected transactions announced since January 1, 2009 with an implied transaction enterprise value between $300 million and $4 billion.

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Jefferies reviewed, among other things, publicly available enterprise transaction values of the selected transactions, if available, and otherwise calculated enterprise transaction values as the purchase prices paid for the target companies involved in such transactions adjusted for cash and debt on the applicable target companies’ balance sheet at the time of acquisition if publicly available, in each case as a multiple of the respective target companies’ last-twelve-months’ revenue (“LTM Revenue”), last-twelve-months’ EBITDA (“LTM EBITDA”) and last-twelve-months’ adjusted earnings per share (“LTM Adj. EPS”).

Applying a range of selected multiples of 3.0x to 4.5x for LTM Revenue, 16.0x to 18.0x for LTM EBITDA and 20.0x to 24.0x LTM Adj. Cash Tax EPS, for the year ending December 31, 2017, and assuming a LTM Revenue of $386 million, LTM EBITDA of $97 million and LTM Adj. Cash Tax EPS of $2.41, Jefferies derived the below implied equity reference ranges per share of BroadSoft common stock, as compared to the consideration to be received by the holders of BroadSoft common stock (other than Cisco and its affiliates) pursuant to the merger, by subtracting total debt and adding cash and cash equivalents to the ranges of implied enterprise values for BroadSoft and dividing by BroadSoft’s fully diluted shares of BroadSoft common stock outstanding, based on the capitalization table provided to Jefferies by BroadSoft’s management on October 18, 2017, which BroadSoft’s management directed Jefferies to use. Financial data for the selected transactions and BroadSoft were based on public filings, other publicly available information and the Projections.

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No transaction selected by Jefferies for its analysis is identical to the merger. In evaluating the merger, Jefferies made numerous judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond BroadSoft’s and Jefferies’ control. Mathematical analysis, such as determining the median, is not in itself a meaningful method of analyzing transaction data.

Discounted Cash Flow Analysis

Jefferies performed a discounted cash flow analysis to estimate the present value of the free cash flows of BroadSoft through the fiscal year ending 2022 using the Projections, discount rates ranging from 10.8% to 12.8%, which were based on a weighted average cost of capital calculation for the selected companies, and a net operating profit after taxes next-twelve-months multiple ranging from 14.0x to 20.0x. Jefferies also, per BroadSoft’s management guidance, assumed that all net operating losses would be fully utilized by the end of 2019 and BroadSoft would have a 20% long term cash tax rate through the fiscal year ending 2020 and thereafter. To determine the implied total equity value for BroadSoft, Jefferies subtracted total debt and added cash and cash equivalents to the implied enterprise value of BroadSoft. To derive an implied equity reference range per share of BroadSoft common stock, as compared to the consideration to be received by the holders of BroadSoft common stock (other than Cisco and its affiliates) pursuant to the merger, Jefferies divided the total implied equity value by the amount of BroadSoft’s fully diluted shares of common stock outstanding, based on the capitalization table provided to Jefferies by BroadSoft’s management on October 18, 2017 and the forecasted stock based compensation provided to Jefferies in the Projections, which BroadSoft’s management directed Jefferies to use for purposes of its opinion. This analysis indicated an implied equity reference range per share of common stock of $37.86 to $50.47.

investment banking business, is regularly engaged in the valuation of businesses and securities in connection with mergers and acquisitions, negotiated underwritings, competitive biddings, secondary distributions of listed and unlisted securities, private placements, financial restructurings and other financial services.

Pursuant to a letter agreement, dated May 22, 2017, between BroadSoft and Jefferies, BroadSoft has agreed to pay Jefferies for its financial advisory services in connection with the merger a fee of approximately $15.9 million, $1,000,000 of which was payable upon the delivery of Jefferies’ opinion (regardless of the conclusion reached therein). We have also agreed to reimburse Jefferies for certain expenses incurred in connection with Jefferies’ engagement, and to indemnify Jefferies against liabilities arising out of or in connection with the services rendered or to be rendered by Jefferies under its engagement. Jefferies has, in the past, provided financial advisory and financing services to BroadSoft and may continue to do so and have received, and may receive, fees for the rendering of such services. Jefferies has not, in the past two years, provided financial advisory and/or financing services to BroadSoft or Cisco. Jefferies maintains a market in the securities of BroadSoft, and in the ordinary course of its business, Jefferies and its affiliates may trade or hold securities of BroadSoft or Cisco and/or their respective affiliates for its own account and for the accounts of its customers and, accordingly, may at any time hold long or short positions in those securities. In addition, Jefferies may seek to, in the future, provide financial advisory and financing services to BroadSoft, Cisco or entities that are affiliated with BroadSoft or Cisco, for which Jefferies would expect to receive compensation.

Certain Projections Utilized by BroadSoft in Connection with the Merger

We do not, as a matter of course, publicly disclose forecasts or projections as to future performance, earnings or other results, other than our annual and quarterly guidance, due to the inherent unpredictability of the underlying long term assumptions, estimates and projections.

Our management prepared forward-looking financial information for the years 2017 through 2022, which was provided to our board of directors, as well as Qatalyst Partners and Jefferies, in July 2017 and thereafter updated the 2017 estimates in October 2017 only to reflect actual results through September 30, 2017, in connection with the evaluation of the proposed merger with Cisco and the merger consideration in comparison to other strategic alternatives. These internal financial forecasts for the years 2017 through 2022 (the “Projections”) were based on the assumptions of (a) a 13% compounded annual growth rate (“CAGR”) in total revenue for the period between 2016 and 2022, driven by 10% compounded annual growth rate for the same time period in software revenue (comprising a 15% CAGR between 2016 and 2019 and a 4% CAGR between 2019 and 2022 with the faster growth in the 2016-2019 timeframe driven by our transformation projects and slower growth in the 2019 to 2022 timeframe driven by a deceleration in those same transformation projects as they near completion), 19% compounded annual growth rate for 2016-2022 in maintenance and subscription revenue (comprising a 28% CAGR in SaaS revenue and a 13  % CAGR in maintenance revenue) and de minimus growth in compounded annual professional services revenue for the period between 2016 and 2022, (b) an increase in non-GAAP gross margin by 60 basis points in 2022 as compared to 2016, driven by an increase in software gross margin by 169 basis points and maintenance and subscription gross margin increase of 47 basis points (comprising a 146 basis point increase in maintenance margin and a 14.4% increase in SaaS margin; the aggregate margin impact is muted given the much faster growth forecast in lower-margin SaaS revenue), partially offset by a decline in professional services gross margin of 11%, (c) projected operating expense percentage decline of 129 basis points in 2019 as compared to 2016 given strong software revenue growth during that time period followed by a projected operating expense percentage increase of 144 basis points in 2022 as compared to 2019 concomitant with the slowdown in software revenue growth and (d) net operating losses utilization that would keep cash tax rate below 9% through 2019E and 20% thereafter. The Projections were reviewed by our board of directors and authorized by the board for use by our financial advisors, Qatalyst Partners and Jefferies, respectively. In addition, in connection with the evaluation of a possible transaction with Cisco, we provided Cisco with a subset of the Projections, including revenue, adjusted EBITDA and EBIT for the years 2017 through 2019 that were prepared by our management and not for public disclosure.

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The information set forth below is included solely to give BroadSoft’s stockholders access to relevant portions of such financial projections and is not included in this proxy statement to influence any BroadSoft stockholder to vote in favor of the merger or for any other purpose, including whether or not to seek appraisal rights with respect to a stockholder’s shares of BroadSoft common stock.

The Projections were not prepared with a view toward public disclosure or toward complying with generally accepted accounting principles (“GAAP”), nor were they prepared with a view toward compliance with published guidelines of the SEC, the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of Projections. The Projections are not meant to be considered in isolation or as a substitute for results prepared in accordance with GAAP. In addition, the Projections were not based on any comprehensive set of accounting rules or principles, nor were they prepared with the assistance of or reviewed, compiled or examined by independent accountants. The Projections may differ from published analyst estimates and forecasts and do not take into account any events or circumstances after the date they were prepared, including the announcement of the merger.

The Projections were based on numerous variables and assumptions that are inherently uncertain and may be beyond our management’s control. Important factors that may affect actual results and result in such forecasts not being achieved include the risks and uncertainties detailed in our public periodic filings with the SEC. In addition, the Projections may be affected by our ability to achieve strategic goals, objectives and targets over the applicable period. The assumptions upon which the Projections were based necessarily involve judgments with respect to, among other things, future economic, competitive and regulatory conditions and financial market conditions and future business decisions that may not be realized and that are inherently subject to significant business, economic, competitive and regulatory uncertainties and contingencies, including, among other things, the inherent uncertainty of the business and economic conditions affecting the industry in which we operate, and the risk and uncertainties described under “ Caution Regarding Forward-Looking Statements ”, all of which are difficult or impossible to predict accurately and many of which are beyond our control. The Projections also reflect assumptions as to certain business decisions that are subject to change.

The Projections were developed by BroadSoft management on a standalone basis without giving effect to the transactions contemplated by the merger agreement, and therefore the Projections do not give effect to the merger and the other transactions contemplated by the merger agreement or any changes to BroadSoft’s operations or strategy that may be implemented after the consummation of the merger, including any costs incurred in connection with the merger and the other transactions contemplated by the merger agreement. Furthermore, the Projections do not take into account the effect of any failure of the transactions contemplated by the merger agreement to be completed and should not be viewed as accurate or continuing in that context.

Accordingly, there can be no assurance that the Projections will be realized, and actual results may vary materially from those shown. The inclusion of the Projections in this proxy statement should not be regarded as an indication that any of BroadSoft, Qatalyst Partners, Jefferies, Cisco or Sub or any of their respective affiliates, officers, directors, advisors or other representatives considered or consider the Projections necessarily predictive of actual future events, and the Projections should not be relied upon as such. None of BroadSoft, Qatalyst Partners, Jefferies, Cisco, Sub or any of their respective affiliates, officers, directors, advisors or other representatives can give any assurance that actual results will not differ from the Projections, and BroadSoft undertakes no obligation to update or otherwise revise or reconcile the Projections to reflect circumstances existing after the date such Projections were generated or to reflect the occurrence of future events even in the event that any or all of the assumptions underlying the Projections are shown to be in error. None of BroadSoft, or, to the knowledge of BroadSoft, Cisco or Sub, intends to make publicly available any update or other revisions to the Projections. None of BroadSoft or its respective affiliates, officers, directors, advisors or other representatives has made or makes any representation to any stockholder or other person regarding the ultimate performance of BroadSoft compared to the information contained in the Projections or that forecasted results will be achieved. BroadSoft has made no representation to Cisco or Sub, in the merger agreement or otherwise, concerning the Projections.

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The Projections includes certain non-GAAP financial measures, including Adjusted EBITDA and EBIT, unlevered free cash flow, net operating income after cash taxes, net operating income after statutory taxes and earnings per share based on a non-GAAP number of outstanding shares (“EPS”). Certain of the financial projections set forth herein may be considered non-GAAP financial measures. 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 as used by BroadSoft may not be comparable to similarly titled amounts used by other companies.

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

Vote Required and Recommendation of the Board of Directors

At a special meeting of our board of directors held on October 20, 2017, our board of directors unanimously (a) determined that the merger agreement and the transactions contemplated thereby, including the merger, are advisable, (b) determined that the merger agreement and the transactions contemplated thereby, including the merger, taken together, are at a price and on terms that are fair to, and in the best interest of, BroadSoft and its stockholders, (c) approved the execution, delivery and performance by BroadSoft of the merger agreement and consummation of the transactions contemplated thereby, including the merger and (d) resolved to recommend that the stockholders of BroadSoft approve the adoption of the merger agreement and thereby approve the merger.

Adoption of the merger agreement requires the affirmative vote of the holders of a majority of the outstanding shares of BroadSoft common stock entitled to vote thereon at the close of business on the Record Date. Abstentions and broker non-votes, if any, will have the same effect as “against” votes with respect to the proposal to adopt the merger agreement.

Our board of directors unanimously recommends that the BroadSoft stockholders vote “FOR” the adoption of the merger agreement, and thereby approve the merger.

Interests of Our Directors and Executive Officers in the Merger

In considering the unanimous recommendation of our board of directors in favor of the merger, you should be aware that our directors and executive officers may have interests in the merger that are different from, or in addition to, the interests of stockholders generally. Our board of directors was aware of these interests and considered them, among other matters, in approving the merger agreement and the merger. Stockholders should take these benefits into account in deciding whether to vote for adoption of the merger agreement and thereby approve the merger. As described in more detail below, these interests include:

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For further information with respect to the arrangements between BroadSoft and its executive officers, directors and affiliates described in this Item, as well as other arrangements between BroadSoft and its executive officers, directors, and affiliates, please see our Definitive Proxy Statement filed pursuant to Regulation 14A on March 17, 2017.

Outstanding Shares Held by Executive Officers and Directors

Directors and executive officers will receive the same cash consideration for any shares of BroadSoft stock on the same terms and conditions as the other stockholders of BroadSoft. As of October 31, 2017, the executive officers and directors of BroadSoft owned, in the aggregate, 332,019 shares of BroadSoft common stock (which, for clarity, excludes shares of BroadSoft common stock issuable upon the exercise of BroadSoft stock options and the vesting of BroadSoft RSUs and PSUs).

The following table sets forth (a) the number of shares of BroadSoft common stock owned as of October 31, 2017, by each of our executive officers and directors and (b) the aggregate merger consideration that would be payable for such shares.

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Cash-Out of Certain BroadSoft Equity Awards

As described above:

On October 18, 2017, in connection with BroadSoft’s expected entry into the merger agreement, our compensation committee approved, and BroadSoft subsequently entered into, amendments to the terms of PSU awards granted on February 27, 2017 to each of Michael Tessler, Scott D. Hoffpauir and James A. Tholen, effective immediately prior to but subject to the occurrence of the merger (the “Key Employee PSU Amendments”). The Key Employee PSU Amendments provide that, in connection with the consummation of the merger, (a) such PSUs will convert into the right to receive an amount of unvested cash based on the sum of both the target number and the overachievement number of PSUs subject to the original award and (b) that, if the merger closes prior to the certification date of the PSUs for the 2017 calendar year, such unvested cash amount will vest one-third on March 1, 2018, with the remainder vesting in eight quarterly installments over a two-year period thereafter (or, if the merger closes after the certification date of the PSUs for the 2017 calendar year, the unvested portion will vest in quarterly installments over the remainder of the two-year period following the certification date (with the initial “catch up” installment vesting on the closing date if the closing occurs after June 1, 2018)), subject to continued service through such vesting dates. On the same date, our compensation committee also approved an amendment to the PSU award granted on February 27, 2017 to Dino Di Palma, effective immediately prior to but subject to the occurrence of the merger, that provides for conversion into the right to receive unvested cash based on the total number of PSUs subject to such award in connection with the merger to vest in full on December 31, 2018, subject to continued service through that date (together with the Key Employee PSU Amendments, the “PSU Amendments”).

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The table below provides a summary of the cash payments that would be payable to our executive officers and directors upon consummation of the merger in connection with the cancellation of outstanding vested stock options, vested RSUs and vested PSUs in exchange for the cash consideration described above, and assuming the merger closes on January 31, 2018.

The table below provides a summary of the unvested cash that our executive officers will have the right to receive following the consummation of the merger in substitution for unvested RSUs and unvested PSUs held by our executive officers as of the effective time of the merger, assuming the merger closes on January 31, 2018:

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Existing Change in Control Severance Agreements

We have entered into Change in Control Severance Agreements with each of our executive officers that contain severance provisions providing for continued payment of salary and payment for the cost of certain group health benefits for a specified period of time in the event that the executive officer is terminated without “cause” or resigns for “good reason” (as these terms are defined in such agreements) within one month prior to, or one year after, a change in control of BroadSoft (which would include the merger). Severance under these agreements is payable in the form of salary and payment for the cost of certain group health benefits for a period of 12 months, in the case of Mr. Tessler, nine months in the case of each of Messrs. Hoffpauir and Tholen and six months in the case of each of Messrs. Behbehani, Dourgarian and Di Palma. To receive any of the severance payments under these agreements, the executive officer would be required to execute, and not revoke, a release of claims against BroadSoft, its parents, subsidiaries, directors, executive officers and other related parties and comply with the provisions of the release, including confidentiality and non-disparagement provisions.

Future Arrangements with Cisco

On October 20, 2017, Cisco entered into an at-will Employment Agreement with each of Michael Tessler, BroadSoft’s President and Chief Executive Officer, and Scott D. Hoffpauir, BroadSoft’s Chief Technology Officer, and a Transitional Employment Agreement with James A. Tholen, BroadSoft’s Chief Financial Officer (collectively, the “Employment Agreements”), setting forth the terms and conditions of these executives’ continued employment with Cisco from and after the closing of the merger. The effectiveness of the Employment Agreements is contingent on the closing of the merger. The chairman of our board of directors approved the retention of outside legal counsel to represent the executives in the Employment Agreement negotiations.

The Employment Agreements provide, following the effective time of the merger, for (a) a base salary of $400,000, $365,000 and $365,000 for Messrs. Tessler, Hoffpauir and Tholen, respectively, (b) a target annual bonus of $300,000, $255,500 and $255,500 for Messrs. Tessler, Hoffpauir and Tholen, respectively, (c) payment of a one-time cash bridging bonus of $924,000 and $164,840, respectively for Mr. Tessler and Mr. Hoffpauir, in eight quarterly installments, and $82,420 for Mr. Tholen, in four quarterly installments, subject to the executive’s continued employment, and (d) payment of a retention bonus equal to (i) for Mr. Tessler, $4,333,333 payable in quarterly installments for a period of three years following the closing of the merger of $291,667 for the first eight quarterly installments and $500,000 for the last four quarterly installments, (ii) for Mr. Hoffpauir, $3,500,000 payable in quarterly installments for a period of three years following the closing of the merger of $250,000 for the first eight quarterly installments and $375,000 for the last four quarterly installments, and (iii) $200,000 for Mr. Tholen payable in two equal semi-annual installments following the merger, subject in each case to such executive’s continued employment.

Under each Employment Agreement, if an executive’s employment is terminated without “cause” or with “good reason” (as such terms are defined in the Employment Agreements) within three years following the closing date of the merger (or within one year of the closing date in the case of Mr. Tholen or if Mr. Tholen’s employment terminates at the end of his one-year transitional employment period), then subject to signing an effective release of claims, the executive will be entitled to receive a cash amount as severance equal to 12 months base salary and the cost to continue group health care coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) for 12 months, which amount will be grossed up to cover applicable taxes, and, if such termination occurs within 12 months following the closing date of the merger, the remaining installments of the retention bonus described above that would have been payable with respect to such 12-month period. In the event of any such termination, or in the event of an executive’s death or disability, in any such case that occurs within 18 months following the closing date of the merger (or within 12 months, in the case of Mr. Tholen, or if Mr. Tholen’s employment terminates at the end of his one-year transitional employment period), the executive’s benefits will vest with respect to any unvested cash amount into which unvested RSUs and unvested PSUs converted in the merger. In addition, in the case of Messrs. Tessler and Hoffpauir, if the executive is terminated at any time without “cause”, the executive will become entitled to accelerated vesting

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with respect to the unvested cash amount into which unvested RSUs and unvested PSUs converted in the merger to the extent such amount would have vested had the executive continued in employment for 12 months following the date of termination, subject to signing an effective release of claims, provided such additional acceleration does not provide for any duplication of benefits. Following the closing of the merger, the severance benefits set forth in the Employment Agreements will supersede the severance benefits previously set forth in the respective Change in Control Severance Agreements for each of Messrs. Tessler, Hoffpauir and Tholen.

The Employment Agreements require each executive to execute a non-competition agreement restricting the executive from competing with Cisco for the longer of (a) three years from the closing of the merger (or, in the case of Mr. Tholen, two years) and (b) one year following the termination of his employment, and from soliciting employees of Cisco for three years from the closing of the merger (or, in the case of Mr. Tholen, two years).

To our knowledge, except for the Employments Agreements and certain agreements described in this proxy statement between BroadSoft and its executive officers and directors, no other employment, equity contribution or other written agreement between any executive officer or director of BroadSoft, on the one hand, and Cisco or its affiliates, on the other hand, existed as of the date of this proxy statement, and the merger is not conditioned upon any executive officer or director of BroadSoft entering into any such agreement, arrangement or understanding.

It is possible that additional members of our current management team will enter into new employment or consulting arrangements with Cisco or its affiliates, with any such arrangements to become effective after the merger is completed, if at all. There can be no assurance that the applicable parties will reach an agreement on any terms, or at all.

Accelerated Vesting of RSU and PSU Awards

Under the terms of RSU and PSU awards granted to BroadSoft’s executive officers, if a change in control occurs (including the merger), and an executive officer’s employment is terminated without “cause” or the executive officer terminates employment with “good reason” (as such terms are defined in the equity award agreements) within one year following the change in control, then vesting of 100% of the then unvested cash amount into which such unvested RSUs and PSUs converted in the merger will accelerate. Following the closing of the merger, the acceleration benefits set forth in the Employment Agreements will supersede the acceleration benefits previously set forth in the respective equity award agreements for Messrs. Tessler, Hoffpauir and Tholen.

2017 Bonus Payments

On October 18, 2017, in connection with BroadSoft’s expected entry into the merger agreement, the Compensation Committee of our board of directors determined that payments to BroadSoft’s executive officers would be made under BroadSoft’s 2017 Executive Bonus Plan (the “2017 Bonus Plan”) at 90% of each executive’s target bonus for the year ending December 31, 2017. The 2017 Bonus Plan was previously described in our Current Report on Form 8-K filed with the SEC on March 3, 2017. Under the merger agreement, such bonuses shall be paid on the earlier of (a) February 28, 2018 and (b) immediately prior to the closing of the merger.

Compensation Related to Transaction or Subsequent Termination

This section sets forth the information required by Item 402(t) of Regulation S-K regarding the compensation for each of our named executive officers and Dino Di Palma, our Chief Revenue Officer, that is based on or otherwise relates to the merger. This compensation is referred to as “golden parachute” compensation by the applicable SEC disclosure rules. The amounts set forth in the table are estimates based on multiple assumptions that may or may not actually occur, including assumptions described in this proxy statement and in the footnotes to the table. As a result, the actual amounts, if any, that an executive officer receives may materially differ from the amounts set forth in the table.

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The table below assumes that (a) the merger will occur on January 31, 2018, (b) the employment of the executive officer will be terminated on such date in a manner entitling the executive officer to receive severance payments and benefits under the terms of the executive officer’s Change in Control Severance Benefits Agreement or, with respect to Messrs. Tessler, Hoffpauir and Tholen, under a new Employment Agreement entered into with Cisco in connection with the merger, (c) the executive officer’s base salary rate, target bonus and COBRA premium rate will remain unchanged (other than, with respect to Messrs. Tessler, Hoffpauir and Tholen, changes under a new Employment Agreement entered into with Cisco in connection with the merger), (d) no executive officer receives any additional equity grants on or prior to the merger and (e) no executive officer enters into any other new agreements or is otherwise legally entitled to, prior to the merger, additional compensation or benefits. The amounts shown in the table do not include the value of payments or benefits that would have been earned, or any amounts associated with equity awards that would vest pursuant to their terms, on or prior to the assumed date of the merger, or the value of payments or benefits that are not based on or otherwise related to the merger. In the footnotes to the amounts shown in the table below, we refer to payments that are conditioned on both the occurrence of the merger as well as the executive officer’s termination of employment as being payable on a “double-trigger” basis and we refer to payments that are conditioned only upon the occurrence of the merger as being payable on a “single-trigger” basis. The individuals named below represent the executive officers that would be listed in our annual proxy with respect to the fiscal year ending December 31, 2016. As required by relevant SEC rules, we are also including our current Chief Revenue Officer, Mr. Di Palma, who joined BroadSoft in January 2017, in this table. While Mr. Di Palma’s compensation is set forth in this table, it is not subject to the proposal to approve, on an advisory basis, the compensation that BroadSoft’s named executive officers may receive in connection with the merger.

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The amounts for each executive officer represent:

Indemnification of Directors and Executive Officers and Insurance

Pursuant to the terms of the merger agreement, members of our board of directors and our executive officers will be entitled to certain ongoing indemnification and coverage under directors’ and officers’ liability insurance policies following the merger. For a more detailed description of the provisions of the merger agreement relating to director and officer indemnification, please see “ The Merger Agreement — Indemnification and Insurance ” (page 77).

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Appraisal Rights

If the merger is completed, holders of BroadSoft common stock will be entitled to appraisal rights under Section 262 of the Delaware General Corporation Law (“Section 262”), provided that they comply with the conditions established by Section 262.

The discussion below is not a complete summary regarding your appraisal rights under Delaware law and is qualified in its entirety by reference to the text of the relevant provisions of Delaware law, which are attached to this proxy statement as Annex C. Stockholders intending to exercise appraisal rights should carefully review Annex C. Failure to follow precisely any of the statutory procedures set forth in Annex C may result in a termination or waiver of these rights.

A record holder of shares of BroadSoft common stock who makes the demand described below with respect to such shares, who continuously is the record holder of such shares through the completion of the merger, who otherwise complies with the statutory requirements of Section 262 and who neither votes in favor of the adoption of the merger agreement nor consents thereto in writing will be entitled to an appraisal by the Delaware Court of Chancery (the “Delaware Court”) of the fair value of his or her shares of BroadSoft common stock. All references in this summary of appraisal rights to a “stockholder” or “holders of shares of BroadSoft common stock” are to the record holder or holders of shares of BroadSoft common stock. Except as set forth herein, stockholders of BroadSoft will not be entitled to appraisal rights in connection with the merger.

Under Section 262, where a merger is to be submitted for adoption at a meeting of stockholders, such as the Special Meeting, not less than 20 days prior to the meeting, a constituent corporation must notify each of the holders of its stock for whom appraisal rights are available that such appraisal rights are available and include in each such notice a copy of Section 262. This proxy statement shall constitute such notice to the record holders of BroadSoft common stock.

Stockholders who desire to exercise their appraisal rights must satisfy all of the conditions of Section 262. Those conditions include the following:

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Within ten days after the completion of the merger, the surviving corporation must provide notice of the completion of the merger to all of our stockholders who have complied with Section 262 and have not voted for the adoption of the merger agreement.

Within 120 days after the completion of the merger, either the surviving corporation or any stockholder who has complied with the required conditions of Section 262 may commence an appraisal proceeding by filing a petition in the Delaware Court, with a copy served on the surviving corporation in the case of a petition filed by a stockholder, demanding a determination of the fair value of the shares of all dissenting stockholders. There is no present intent on the part of the surviving corporation to file an appraisal petition and stockholders seeking to exercise appraisal rights should not assume that the surviving corporation will file such a petition or that the surviving corporation will initiate any negotiations with respect to the fair value of such shares. Accordingly, holders of BroadSoft common stock who desire to have their shares appraised should initiate any petitions necessary for the perfection of their appraisal rights within the time periods and in the manner prescribed in Section 262.

Within 120 days after the completion of the merger, any stockholder who has satisfied the requirements of Section 262 will be entitled, upon written request, to receive from the surviving corporation a statement setting forth the aggregate number of shares of BroadSoft common stock not voting in favor of the adoption of the merger agreement and with respect to which demands for appraisal were received by BroadSoft or the surviving corporation and the number of holders of such shares. Such statement must be mailed within ten days after the stockholder’s request has been received by the surviving corporation or within ten days after the expiration of the period for the delivery of demands as described above, whichever is later. Notwithstanding the foregoing, a person who is the beneficial owner of shares of such 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 or request from the surviving corporation the statement described in this paragraph.

If a petition for an appraisal is timely filed, at the hearing on such petition, the Delaware Court will determine which stockholders are entitled to appraisal rights. The Delaware Court may require the stockholders who have demanded an appraisal for their shares and who hold stock represented by certificates to submit their certificates of stock to the Register in Chancery for notation thereon of the pendency of the appraisal proceedings; and if any stockholder fails to comply with such direction, the Delaware Court may dismiss the proceedings as to such stockholder. Under Section 262, the Delaware Court shall also dismiss the proceedings as to all stockholders who are otherwise entitled to appraisal rights unless (a) the total number of shares entitled to appraisal exceeds 1% of the outstanding shares of BroadSoft common stock eligible for appraisal or (b) the value of the consideration provided in the merger or consolidation for such total number of shares exceeds $1 million. Where proceedings are not dismissed, the Delaware Court will appraise the shares of BroadSoft common stock owned by such stockholders, determining the fair value of such shares exclusive of any element of value arising from the accomplishment or expectation of the merger, together with a fair rate of interest, if any, to be paid upon the amount determined to be the fair value. However, at any time before the entry of judgment in the proceedings, BroadSoft may pay to each stockholder entitled to appraisal an amount of cash, in which case interest will accrue after such entry of judgment only upon the sum of (a) the difference, if any, between the amount so paid and the fair value of the shares as determined by the Delaware Court and (b) interest theretofore accrued, unless paid at that time. BroadSoft is under no obligation to make such voluntary cash payment prior to such entry of judgment.

Although we believe that the $55.00 per share cash consideration payable in the merger is fair to our stockholders, no representation is made as to the outcome of the appraisal of fair value as determined by the Delaware Court and stockholders should recognize that such an appraisal could result in a determination of a

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value higher or lower than, or the same as, the consideration they would receive pursuant to the merger agreement. Moreover, we do not anticipate that the surviving corporation will offer more than the $55.00 per share cash consideration to any stockholder exercising appraisal rights and reserve the right to assert, in any appraisal proceeding, that, for purposes of Section 262, the “fair value” of a share of BroadSoft common stock is less than the $55.00 per share cash consideration. In determining “fair value,” the Delaware Court is required to take into account all relevant factors. The Delaware Supreme Court has stated 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 “fair 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 that throw any light on future prospects of the merged corporation. Section 262 provides that fair value is to be exclusive of any element of value arising from the accomplishment or expectation of the merger. The Delaware Supreme Court has 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. The Delaware Supreme Court has construed Section 262 to mean that elements of future value, including the nature of the enterprise, that are known or susceptible of proof as of the date of the merger and not the product of speculation, may be considered.

The cost of the appraisal proceeding may be determined by the Delaware Court and taxed against the parties as the Delaware Court deems equitable in the circumstances. However, costs do not include attorneys’ and expert witness fees. Each dissenting stockholder is responsible for his or her attorneys’ and expert witness expenses, although, upon application of a dissenting stockholder, the Delaware Court may order that all or a portion of the expenses incurred by any dissenting stockholder in connection with the appraisal proceeding, including without limitation, reasonable attorneys’ fees and the fees and expenses of experts, be charged pro rata against the value of all shares of stock entitled to appraisal.

Any stockholder who has duly demanded appraisal in compliance with Section 262 will not, after the completion of the merger, be entitled to vote for any purpose any shares subject to such demand or to receive payment of dividends or other distributions on such shares, except for dividends or distributions payable to stockholders of record at a date prior to the completion of the merger.

At any time within 60 days after the completion of the merger, any stockholder will have the right to withdraw his, her or its demand for appraisal and to accept the $55.00 per share cash consideration offered in the merger agreement. After this period, a stockholder may withdraw his, her or its demand for appraisal and receive payment for his, her or its shares as provided in the merger agreement only with the consent of the surviving corporation. If no petition for appraisal is filed with the court within 120 days after the completion of the merger, stockholders’ rights to appraisal (if available) will cease. Inasmuch as the surviving corporation will have no obligation to file such a petition, any stockholder who desires a petition to be filed is advised to file it on a timely basis. Any stockholder may withdraw such stockholder’s demand for appraisal by delivering to the surviving corporation a written withdrawal of his, her or its demand for appraisal and acceptance of the merger consideration, except (a) that any such attempt to withdraw made more than 60 days after the completion of the merger will require written approval of the surviving corporation and (b) that no appraisal proceeding in the Delaware Court shall be dismissed as to any stockholder without the approval of the Delaware Court, and such approval may be conditioned upon such terms as the Delaware Court deems just; provided, however , that this provision shall not affect the right of any stockholder who has not commenced an appraisal proceeding or joined that proceeding as a named party to withdraw such stockholder’s demand for appraisal and to accept the terms offered upon the merger within 60 days after the effective date of the merger, as set forth in the relevant provisions of Section 262.

Failure by any BroadSoft stockholder to comply fully with the procedures described above and set forth in Annex C to this proxy statement may result in termination of such stockholder’s appraisal rights. In view of the complexity of exercising your appraisal rights under Delaware law and if you are considering exercising these rights, you should consult with your legal counsel.

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Delisting and Deregistration of BroadSoft Common Stock

If the merger is completed, BroadSoft common stock will be promptly delisted from The NASDAQ Global Select Market and will be promptly deregistered under the Securities Exchange Act of 1934.

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

The following summary is a general discussion of certain material U.S. federal income tax consequences to our stockholders who are U.S. persons (as defined below) whose common stock is converted into cash in the merger assuming the merger is consummated as contemplated herein. This summary is based on the current provisions of the Internal Revenue Code of 1986, as amended (the “Code”), applicable Treasury Regulations, judicial authority, and administrative rulings, each as in effect as of the date hereof. These laws and authorities are subject to differing interpretations or to change, possibly with retroactive effect. Any such change could alter the tax consequences to our stockholders as described herein. No ruling from the Internal Revenue Service (“IRS”) has been or will be sought with respect to any aspect of the transactions described herein, and no opinion of counsel will be rendered in connection with the transactions described herein. Accordingly, the discussion below neither binds the IRS nor precludes it from adopting a contrary position. The tax treatment of the merger to our stockholders will vary depending on their particular situations.

This summary is for the general information of our stockholders only and does not purport to be a complete analysis of all potential tax effects of the merger. Accordingly, our stockholders should consult their own tax advisors with respect to the particular tax consequences to them of the merger, including applicable federal state, local and non-U.S. tax consequences. For example, this summary does not consider the effect of (a) any U.S. federal non-income tax laws, (b) any applicable state, local, or non-U.S. tax laws, or (c) the Medicare contribution tax on net investment income or the alternative minimum tax. In addition, this discussion does not address the tax consequences of transactions effectuated prior to, concurrently with, or after the completion of the merger (whether or not such transactions occur in connection with the merger), including, without limitation, any transaction involving the acquisition or disposition of shares of BroadSoft common stock other than pursuant to the merger, or the tax consequences to holders of stock options, RSUs, PSUs or similar rights to acquire BroadSoft common stock issued by BroadSoft that are converted in connection with the merger. In addition, it does not address all aspects of U.S. federal income taxation that may affect particular BroadSoft stockholders in light of their particular circumstances or to stockholders who are subject to special tax rules, including, without limitation, stockholders who, for U.S. federal income tax purposes:

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For purposes of this discussion, a “U.S. person” is a beneficial owner of BroadSoft common stock that is:

IN VIEW OF THE FOREGOING AND BECAUSE THE FOLLOWING DISCUSSION IS INTENDED AS A GENERAL SUMMARY ONLY, EACH STOCKHOLDER SHOULD CONSULT SUCH STOCKHOLDER’S OWN TAX ADVISOR REGARDING THE TAX CONSEQUENCES, INCLUDING THE APPLICABLE FEDERAL, STATE, LOCAL AND NON-U.S. TAX CONSEQUENCES, AND ANY TAX REPORTING REQUIREMENTS OF THE MERGER AND RELATED TRANSACTIONS IN LIGHT OF SUCH STOCKHOLDER’S OWN TAX SITUATION.

In General

The conversion of BroadSoft common stock into cash in the merger will be a taxable transaction. Generally, this means that our stockholders will recognize gain or loss equal to the difference between (a) the amount of cash they receive in the merger, and (b) their adjusted tax basis in their BroadSoft common stock. For this purpose, BroadSoft stockholders who acquired different blocks of shares of BroadSoft common stock at different times for different prices must calculate gain or loss separately for each identifiable block of shares of BroadSoft common stock surrendered in the exchange.

Subject to various exceptions, a stockholder’s gain or loss on the disposition of BroadSoft common stock will be characterized as capital gain or loss and will generally be long-term capital gain or loss if the holder has held their BroadSoft common stock for more than one year as of the effective time of the merger. If a stockholder’s holding period for any BroadSoft common stock is one year or less at the effective time of the merger, any gain or loss with respect to such BroadSoft common stock will be treated as short-term capital gain or loss. Long-term capital gains recognized by certain non-corporate stockholders generally are currently taxable at preferential rates relative to the rates applicable to other forms of income. Capital losses are subject to limitations on deductibility.

Appraisal or Dissenter’s Rights

A BroadSoft stockholder who exercises appraisal or dissenters’ rights for such stockholder’s BroadSoft common stock with respect to the merger and receives payment for such stock in cash will generally recognize capital gain or loss, measured by the difference between the cash received and such stockholder’s tax basis in its

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BroadSoft common stock. Stockholders who exercise appraisal or dissenters’ rights are urged to consult their own tax advisors. Interest, if any, awarded in an appraisal proceeding by a court would be included in such stockholder’s income as ordinary income for U.S. federal income tax purposes.

Backup Withholding and Information Reporting

A BroadSoft stockholder may be subject to backup withholding with respect to certain reportable payments including taxable proceeds received in exchange for the stockholder’s shares of BroadSoft common stock in the merger. Backup withholding will generally not apply, however, to a BroadSoft stockholder who furnishes the exchange agent with a correct taxpayer identification number on IRS Form W-9 (if such stockholder is a U.S. person as defined in the instructions thereto) or the appropriate IRS Form W-8 (if the stockholder is not such a U.S. person) or otherwise establishes a basis for exemption from backup withholding. Each BroadSoft stockholder and, if applicable, each other payee, should properly complete and sign the IRS Form W-9 included with the letter of transmittal (or the applicable IRS Form W-8) to provide the information and certification(s) necessary to avoid the imposition of backup withholding, unless an exemption applies and is established in a manner satisfactory to the exchange agent. BroadSoft stockholders who fail to provide their correct taxpayer identification numbers and the appropriate certifications, or to establish an exemption as described above, will be subject to backup withholding on cash they receive in the merger and may be subject to penalties imposed by the IRS. BroadSoft stockholders should consult their tax advisors as to their qualifications for exemption from backup withholding and the procedure for obtaining such an exemption. If the exchange agent withholds on a payment to a stockholder, the affected stockholder should contact its tax advisor regarding whether and how any refund, credit or other tax benefit might be recognized with respect to any such withheld amounts.

THE FOREGOING DISCUSSION IS NOT INTENDED TO BE A COMPLETE ANALYSIS OR DESCRIPTION OF ALL POTENTIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER. IN ADDITION, THE DISCUSSION DOES NOT ADDRESS TAX CONSEQUENCES THAT MAY VARY WITH, OR ARE CONTINGENT ON, A STOCKHOLDER’S INDIVIDUAL CIRCUMSTANCES OR TO CERTAIN TYPES OF STOCKHOLDERS MENTIONED ABOVE. MOREOVER, THE DISCUSSION DOES NOT ADDRESS ANY NON-INCOME TAX OR ANY NON-U.S., STATE OR LOCAL TAX CONSEQUENCES OF THE MERGER.

Antitrust Matters

Under the HSR Act or any foreign or other antitrust law and the rules that have been promulgated thereunder, certain acquisitions may not be completed until information has been furnished to the Antitrust Division of the U.S. Department of Justice (“DOJ”), to the Federal Trade Commission (“FTC”), or to certain applicable foreign antitrust authorities and applicable HSR Act waiting period requirements have been satisfied, early termination of the HSR Act waiting period has been granted, or the applicable foreign antitrust approvals have been obtained. The merger of BroadSoft with Merger Sub and the conversion of shares of BroadSoft common stock into the right to receive the merger consideration are subject to the provisions of the HSR Act and certain other applicable foreign antitrust laws. The merger therefore cannot be completed until the expiration or early termination of the HSR Act waiting period and the receipt of certain applicable foreign antitrust approvals following the filing of Hart-Scott-Rodino Notification and Report Forms and any other applicable foreign antitrust filings by Cisco and BroadSoft. BroadSoft and Cisco each filed the requisite notification and report forms with the FTC and DOJ on November 13, 2017. Cisco is withdrawing its filing on December 13, 2017, and will refile on December 15, 2017 to provide the antitrust agencies more time to review the transaction. Both BroadSoft and Cisco will also file the requisite filings in certain other applicable foreign jurisdictions. The merger agreement provides that each of Cisco and BroadSoft will use its respective reasonable best efforts to obtain all consents and approvals required to be obtained by it for the consummation of the merger, including regulatory clearance. However, if any legal proceeding is instituted or (threatened to be instituted) challenging the merger or the related transactions as violative of any antitrust law, Cisco does not have any obligation to litigate or contest any such legal proceeding or order resulting therefrom and Cisco does not have any obligation

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to make proposals, execute or carry out agreements or submit to orders providing for (a) the sale, license or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Cisco or BroadSoft or any of their respective affiliates, (b) the imposition of any limitation or restriction on the ability of Cisco or any of its affiliates to freely conduct their business or, following the closing of the merger, BroadSoft’s business or own such assets or (c) the holding separate of the shares of BroadSoft capital stock or any limitation or regulation on the ability of Cisco or any of its affiliates to exercise full rights of ownership of the shares of BroadSoft capital stock (any of the foregoing, an “Antitrust Restraint”).

At any time before or after the completion of the merger, notwithstanding that the HSR Act waiting period has ended and the applicable foreign antitrust approvals have been obtained, the FTC, the DOJ, a state, foreign country, or private individual could take action to enjoin the merger under the antitrust laws as it deems necessary or desirable. We cannot be sure that a challenge to the merger will not be made or that, if a challenge is made, that we will prevail.

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THE MERGER AGREEMENT

The following description summarizes the material provisions of the merger agreement and is qualified in its entirety by reference to the complete text of the merger agreement. The merger agreement is included as Annex A to this proxy statement. We encourage you to read it carefully and in its entirety. The merger agreement has been included to provide you with information regarding its terms. It is not intended to provide any other factual information about BroadSoft. Such information can be found elsewhere in this proxy statement and in the other public filings BroadSoft makes with the SEC, which are available without charge at www.sec.gov .

The representations, warranties and covenants contained in the merger agreement were made only for purposes of that agreement and as of specific dates, were solely for the benefit of the parties to the merger agreement, and may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the merger agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Accordingly, you should not rely on the representations and warranties as characterizations of the actual state of affairs of BroadSoft without considering the entirety of public disclosure about BroadSoft as set forth in BroadSoft’s SEC filings. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the merger agreement, which subsequent information may or may not be fully reflected in this proxy statement or in other public disclosures by BroadSoft.

The Merger

Subject to the terms and conditions of the merger agreement and in accordance with the Delaware General Corporation Law (“DGCL”), at the effective time of the merger, BroadSoft and Cisco will consummate the merger, whereby Merger Sub will be merged with and into BroadSoft. The separate existence of Merger Sub will cease and BroadSoft will continue as the surviving corporation. As the surviving corporation, BroadSoft will continue to exist following the merger as a wholly-owned subsidiary of Cisco.

Closing and Effective Time of Merger

Unless the merger agreement is terminated (as described under “ The Merger Agreement — Termination of the Merger Agreement ”) and unless otherwise mutually agreed in writing between BroadSoft, Cisco and Merger Sub, subject to satisfaction or waiver of the conditions to closing (described under “ The Merger Agreement — Conditions to the Merger ”), the consummation of the merger (which we refer to as the “closing”) will take place on the third business day (or as otherwise mutually agreed) after the satisfaction or waiver of the conditions to closing (other than any such conditions that by their nature are to be satisfied at the closing, but subject to the satisfaction or waiver of such conditions). However, if the closing would otherwise occur on or between January 15, 2018 and January 26, 2018, Cisco may, in its discretion, delay the closing until the first business day following such period, so long as, as of the date the closing would have otherwise occurred (a) each party has delivered to the other party the certificates required to be delivered by it pursuant to the merger agreement, (b) each party irrevocably confirms in writing to the other party that the conditions to closing applicable to it have been satisfied or are waived and that it is ready, willing and able to close on such date and (c) between (and including) the date upon which those requirements have first been fulfilled and the closing, BroadSoft has not materially breached its covenants and agreements applicable to it between the date of the merger agreement and the closing as more fully described under the section entitled “ The Merger Agreement — Conduct of Business Prior to Closing .”

The merger will become effective upon the date and time the certificate of merger is accepted by the Secretary of State of the State of Delaware or such later date and time as is agreed upon in writing by BroadSoft and Cisco and specified in the certificate of merger, which we refer to as the “effective time of the merger.”

The Certificate of Incorporation of the surviving corporation will be amended and restated as of the effective time of the merger to conform to Attachment A to the certificate of merger (the form of which is

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attached as Exhibit A to the merger agreement), and the bylaws of the surviving corporation will be amended and restated as of the effective time of the merger to conform to Exhibit B to the merger agreement. The directors of Merger Sub and the officers of Merger Sub immediately prior to the effective time of the merger will be the directors and officers, respectively, of the surviving corporation immediately after the effective time of the merger.

Merger Consideration

At the effective time of the merger, each share of BroadSoft common stock then outstanding will be converted automatically into the right to receive the merger consideration of $55.00 per share in cash upon the surrender of the stock certificates or book-entry shares, as applicable, without interest and subject to all applicable tax withholding, other than the following shares:

Subject to the above exceptions, from and after the effective time of the merger, each holder of BroadSoft common stock outstanding immediately prior to the effective of the merger will cease to have any rights with respect to such shares, except as otherwise provided in the merger agreement or by applicable law, and such shares will no longer be outstanding and will automatically be canceled.

Payment for Shares of Common Stock

Cisco has designated its transfer agent, Computershare Inc., to act as exchange agent for the holders of shares of BroadSoft common stock. At or prior to the effective time of the merger, Cisco will deposit, or will cause its direct or indirect subsidiary to deposit, with such exchange agent cash sufficient to pay the aggregate merger consideration payable to BroadSoft’s stockholders.

Promptly after the effective time of the merger, Cisco will instruct the exchange agent to mail to all record holders of BroadSoft common stock whose shares were converted into the right to receive the merger consideration, a letter of transmittal and instructions for use in effecting the surrender of the stock certificates or book-entry shares pursuant to such letter of transmittal. Upon surrender to the exchange agent of certificates or book-entry shares representing shares of BroadSoft common stock, together with a letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be reasonably required by the exchange agent, or in the case of book-entry shares, an appropriate agent’s message, the holder of such certificates or book-entry shares will be entitled to receive in exchange therefor the merger consideration for each share of BroadSoft common stock evidenced by such certificates or book-entry shares. No interest will accrue or be paid on the merger consideration payable upon the surrender of any certificates or book-entry shares for the benefit of the holder thereof. Each of the surviving corporation, Cisco, their respective subsidiaries and the exchange agent will be entitled to deduct and withhold (or cause the exchange agent to deduct and withhold) from the merger consideration payable to any holder of BroadSoft common stock, stock options, RSUs, PSUs or any other consideration otherwise payable pursuant to the merger agreement such amounts as it is required by any legal requirement to deduct and withhold with respect to taxes.

You should not send your stock certificate with the enclosed proxy card, and you should not forward your stock certificate to the exchange agent without a letter of transmittal.

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Treatment of Equity Awards

Stock Options. At the effective time of the merger, each vested stock option (including stock options the vesting of which accelerates in connection with the merger) that is unexpired and outstanding as of immediately prior to the effective time of the merger under BroadSoft’s 1999 Stock Option Plan or Amended and Restated 2009 Equity Incentive Plan (collectively, the “Equity Plans”) will be canceled and converted into the right to receive cash from Cisco equal to the number of shares subject to such option multiplied by the excess, if any, of the merger consideration over the exercise price of such stock option, without interest and subject to all applicable tax withholding. At the effective time of the merger, each unvested stock option under the Equity Plans that is unexpired and outstanding as of immediately prior to the effective time of the merger and held by continuing employees or contractors of the surviving corporation will be substituted by Cisco and converted into a right to receive unvested cash from Cisco, payable in accordance with the service-based vesting schedule for such award and subject to any applicable terms relating to termination and accelerated vesting, equal to the number of shares subject to such stock option multiplied by the excess, if any, of the merger consideration over the exercise price of such stock option, without interest and subject to all applicable tax withholding.

Restricted Stock Units. At the effective time of the merger, each vested RSU (including RSUs the vesting of which accelerates in connection with the merger) under the Equity Plans that is outstanding as of immediately prior to the effective time of the merger will be canceled and converted into the right to receive cash from Cisco equal to the number of shares subject to such RSU multiplied by the merger consideration, without interest and subject to all applicable tax withholding. At the effective time of the merger, each unvested RSU under the Equity Plans that is outstanding as of immediately prior to the effective time of the merger and held by continuing employees or contractors of the surviving corporation will be substituted by Cisco and converted into a right to receive unvested cash from Cisco, payable in accordance with the service-based vesting schedule for such award and subject to any applicable terms relating to termination and accelerated vesting, equal to the number of shares subject to such RSU multiplied by the merger consideration, without interest and subject to all applicable tax withholding.

Performance Stock Units . At the effective time of the merger, each vested PSU (including PSUs the vesting of which accelerates in connection with the merger) under the Equity Plans that is outstanding as of immediately prior to the effective time of the merger will be canceled and converted into the right to receive unvested cash from Cisco equal to the number of shares subject to such PSU multiplied by the merger consideration, without interest and subject to all applicable tax withholding. At the effective time of the merger, each unvested PSU under the Equity Plans that is outstanding as of immediately prior to the effective time of the merger and held by continuing employees or contractors of the surviving corporation will be substituted by Cisco and converted into a right to receive cash from Cisco, payable in accordance with the service-based vesting schedule for such award and subject to any applicable terms relating to termination and accelerated vesting, equal to the number of shares subject to such PSU multiplied by the merger consideration, without interest and subject to all applicable tax withholding. Any such outstanding unvested PSUs under the Equity Plans held by continuing employees or contractors of the surviving corporation that are subject to performance-based criteria will be converted into a right to receive such cash amount subject to a service-based criteria only.

The effect of the merger upon our other employee benefit plans is more fully described under “ The Merger Agreement — Employee Benefits .”

Cisco’s Employment Agreements with BroadSoft’s Executive Officers

In connection with the execution of the merger agreement, Cisco entered into an Employment Agreement with each of Michael Tessler and Scott D. Hoffpauir, and a Transitional Employment Agreement with James A. Tholen, setting forth the terms and conditions of these executives’ continued employment with Cisco from and after the consummation of the merger. These agreements are more fully described under “ The Merger — Interests of Our Directors and Executive Officers in the Merger .”

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Representations and Warranties

In the merger agreement, BroadSoft made representations and warranties relating to, among other things:

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In the merger agreement, Cisco and Merger Sub each made representations and warranties relating to, among other things:

Many of BroadSoft’s representations and warranties are qualified by a knowledge, materiality or Material Adverse Effect standard. For purposes of the merger agreement, “knowledge” means the knowledge of certain specified employees of the Company after reasonable inquiry under the circumstances. For purposes of the merger agreement, “Material Adverse Effect” or “MAE” means with respect to BroadSoft and its subsidiaries, taken as a whole, any change, event, occurrence, circumstance, condition or effect (each, an “Effect”) that, individually or taken together with all other Effects, and regardless of whether or not such Effect, considered together with all other Effects, would constitute a breach of the representations or warranties made by such person in the merger agreement (a) would, or would reasonably be expected to, be or become materially adverse to the financial condition, properties, assets (including intangible assets), business, operations or results of operations of BroadSoft and its subsidiaries, taken as a whole and (b) would, or would reasonably be expected to, prohibit or materially impede BroadSoft’s ability to consummate the transactions in accordance with the merger agreement and applicable laws. However, 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 likely to be, a Material Adverse Effect on BroadSoft and its subsidiaries:

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The first six exceptions listed above will not apply to the extent that such changes disproportionately and adversely affect BroadSoft and its subsidiaries, taken as a whole, as compared to other participants in the industry in which BroadSoft and its subsidiaries operate.

Conduct of Business Prior to Closing

BroadSoft agreed in the merger agreement that, until the effective time of the merger, except as required or otherwise expressly contemplated under the merger agreement or as required to comply with applicable legal requirements, with the written consent of Cisco or as set forth in the disclosure schedule that BroadSoft delivered to Cisco in connection with the execution of the merger agreement, BroadSoft will and will cause its subsidiaries to:

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BroadSoft also agreed that, until the effective time of the merger, except as required or otherwise expressly contemplated under the merger agreement or as required to comply with applicable legal requirements, with the written consent of Cisco or as set forth in the disclosure schedule that BroadSoft delivered to Cisco in connection with the execution of the merger agreement, BroadSoft will not and will cause its subsidiaries not to:

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Proxy Statement, Board Recommendation and Stockholders Meeting

BroadSoft has agreed to, as promptly as reasonably practicable following the date of the merger agreement, establish a record date for, duly call, give notice of, convene and hold the stockholders’ meeting, which is the Special Meeting that is the subject of this proxy statement, to consider and vote upon the adoption of the merger agreement, obtain advisory approval of the compensation that the named executive officers of the Company may receive in the merger and such other matters as agreed to by Cisco. Except as communicated in a change of recommendation by BroadSoft’s board of directors in compliance with the merger agreement, BroadSoft will use its reasonable best efforts to solicit from its stockholders proxies in favor of the adoption of the merger agreement and will take all other reasonable action necessary or advisable to obtain such proxies and the required stockholder vote to adopt the merger agreement and to secure the vote or consent of its stockholders required by all applicable laws and its organizational documents. As promptly as reasonably practicable following the later of (a) receipt and resolution of SEC comments with respect to the proxy statement and (b) the expiration of the ten-day waiting period under applicable securities laws, BroadSoft must file the definitive proxy statement and cause such definitive proxy statement to be mailed to its stockholders.

BroadSoft may adjourn or postpone the Special Meeting (a) to the extent necessary to ensure that any supplement or amendment to the proxy statement that BroadSoft reasonably determines (after consultation with Cisco, except with respect to any acquisition proposal (as defined below) or other permitted circumstances) is necessary to comply with applicable laws, is provided to its stockholders in advance of the Special Meeting, (b) if, as of the time that the Special Meeting is originally scheduled, there are insufficient shares of BroadSoft common stock represented at such meeting to constitute a quorum necessary to conduct the business of the Special Meeting, (c) if, as of the time that the Special Meeting is originally scheduled, adjournment or

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postponement of the Special Meeting is necessary to enable BroadSoft to solicit additional proxies required to obtain required stockholder vote to adopt the merger agreement or (d) as necessary to provide for the expiration of any time period required to allow BroadSoft’s board of directors to make a change of recommendation in compliance with the merger agreement.

Except in the circumstances described in this proxy statement under “ The Merger Agreement — Ability to Change Board Recommendation/Termination in Connection with a Superior Proposal ,” BroadSoft’s board of directors has agreed to unanimously recommend to BroadSoft’s stockholders that the stockholders approve the adoption of the merger agreement and include such recommendation in this proxy statement and also agreed that neither its board of directors nor any committee thereof will withhold, withdraw, qualify, amend or modify, or publicly propose or resolve to withhold, withdraw, qualify, amend or modify in a manner adverse to Cisco or Merger Sub, such recommendation.

The merger agreement further provides that, prior to the termination of the merger agreement, the Company’s obligations to call, give notice of, or convene the Special Meeting, will not be limited by the occurrence of any acquisition proposal, superior proposal or change of recommendation, except that the Special Meeting may be delayed or postponed in limited circumstances described in the proxy statement under “ The Merger Agreement — Ability to Change Board Recommendation/Termination in Connection with a Superior Proposal .”

No Solicitation of Other Offers

Under the merger agreement, BroadSoft agreed to, and agreed to cause its subsidiaries and their respective representatives to, immediately cease all existing activities, discussions or negotiations with any person conducted prior to the date of the merger agreement with respect to any acquisition proposal and to direct any person (and their representatives) with which BroadSoft has engaged in any such activities within the 12-month period preceding the date of the merger agreement to promptly return or destroy all confidential information previously provided to such person. BroadSoft agreed not to, and agreed to cause its subsidiaries not to, waive any rights under “standstill” or similar covenants in confidentiality or non-disclosure agreements entered into in connection with any acquisition proposal. BroadSoft has also agreed that, except as permitted by the merger agreement, after the date of the merger agreement until the earlier of the closing and the termination of the merger agreement, none of the board of directors of BroadSoft, BroadSoft and its subsidiaries will, nor will they authorize or permit any of their respective representatives to: