X0206 3 2013-04-11 0 0001313911 Rally Software Development Corp RALY 0001573991 Ninth MDV Partners, L.L.C. C/O NINTH MDV PARTNERS, L.L.C. 3000 SAND HILL ROAD, BLDG 3, STE 290 MENLO PARK CA 94025 0 0 1 0 0001410787 MDV IX LP C/O NINTH MDV PARTNERS, L.L.C. 3000 SAND HILL ROAD, BLDG 3, STE 290 MENLO PARK CA 94025 0 0 1 0 0001435083 MDV ENF IX LP C/O NINTH MDV PARTNERS, L.L.C. 3000 SAND HILL ROAD, BLDG 3, STE 290 MENLO PARK CA 94025 0 0 1 0 0001503381 Ericson William W. C/O NINTH MDV PARTNERS, L.L.C. 3000 SAND HILL ROAD, BLDG 3, STE 290 MENLO PARK CA 94025 0 0 1 0 0001027621 FEIBER JONATHAN D C/O NINTH MDV PARTNERS, L.L.C. 3000 SAND HILL ROAD, BLDG 3, STE 290 MENLO PARK CA 94025 0 0 1 0 Series C Preferred Stock Common Stock 2650761 I By MDV IX, L.P. Series D Preferred Stock Common Stock 361784 I By MDV IX, L.P. Series E Preferred Stock Common Stock 194380 I As nominee for MDV IX, L.P. and MDV ENF IX, L.P. Immediately convertible into shares of the Issuer's Common Stock at the Reporting Person's election. The shares will automatically convert into 2,650,761 shares of the Issuer's Common Stock immediately upon the closing of a Qualified Public Offering (as defined in the Issuer's Amended and Restated Certificate of Incorporation, as filed with the Delaware Secretary of State on April 1, 2013). The shares do not have an expiration date. The shares will automatically convert into 361,784 shares of the Issuer's Common Stock immediately upon the closing of a Qualified Public Offering. The shares will automatically convert into 194,380 shares of the Issuer's Common Stock immediately upon the closing of a Qualified Public Offering. Includes 3,012,545 shares held by MDV IX, L.P. and 194,380 shares held by MDV IX, L.P., as nominee for MDV IX, L.P. and MDV ENF IX, L.P. (collectively, "MDV IX"). Ninth MDV Partners, L.L.C. ("Ninth MDV") is the General Partner of MDV IX. William Ericson and Jonathan Feiber are managing members of Ninth MDV. Each of William Ericson, Jonathan Feiber, and Ninth MDV may be deemed to share voting and dispositive power over the shares held by MDV IX. Ninth MDV Partners, L.L.C. By: /s/ William W. Ericson, Managing Member 2013-04-11 MDV IX, L.P. By: Ninth MDV Partners, L.L.C., its General Partner By: /s/ Brett Teele, Authorized Signatory 2013-04-11 MDV ENF IX, L.P. By: Ninth MDV Partners, L.L.C., its General Partner By: /s/ Brett Teele, Authorized Signatory 2013-04-11 /s/ William W. Ericson 2013-04-11 /s/ Jonathan Feiber 2013-04-11