X0206 3 2019-09-12 0 0001477333 Cloudflare, Inc. NET 0001237289 SANDELL SCOTT D 1954 GREENSPRING DRIVE SUITE 600 TIMONIUM MD 21093 1 0 1 0 Class B Common Stock Class A Common Stock 6124554 I See Note 2 Series B Convertible Preferred Stock Class B Common Stock 35280610 I See Note 2 Series C Convertible Preferred Stock Class B Common Stock 7183310 I See Note 2 Series D Convertible Preferred Stock Class A Common Stock 4059376 I See Note 2 Each share of Class B Common Stock is convertible at any time into Class A Common Stock on a one-to-one basis at the reporting person's election and has no expiration date. The Reporting Person is a director of NEA 13 GP, LTD, which is the sole general partner of NEA Partners 13, L.P. ("NEA Partners 13"). NEA Partners 13 is the sole general partner of New Enterprise Associates 13, L.P. ("NEA 13"), which is the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership, within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the NEA 13 shares in which the Reporting Person has no pecuniary interest. Each share of Series B Convertible Preferred Stock shall automatically convert into Class B Common Stock on a one-to-one basis immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock and has no expiration date. Each share of Series C Convertible Preferred Stock shall automatically convert into Class B Common Stock on a one-to-one basis immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock and has no expiration date. Each share of Series D Convertible Preferred Stock shall automatically convert into Class A Common Stock on a one-to-one basis immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock and has no expiration date. /s/ Sasha Keough, attorney-in-fact 2019-09-12