X0206 3 2013-04-11 0 0001313911 Rally Software Development Corp RALY 0001455393 BV PARTNERS IV, L.L.C. 1941 PEARL STREET, SUITE 300 BOULDER CO 80302 0 0 1 0 0001165197 BOULDER VENTURES IV ANNEX LP 1941 PEARL STREET, SUITE 300 BOULDER CO 80302 0 0 1 0 0001165196 BOULDER VENTURES IV LP 1941 PEARL STREET, SUITE 300 BOULDER CO 80302 0 0 1 0 0001554282 Boulder Ventures V, L.P. 1941 PEARL STREET, SUITE 300 BOULDER CO 80302 0 0 1 0 0001573898 BV Partners V, LLC 1941 PEARL STREET, SUITE 300 BOULDER CO 80302 0 0 1 0 0001300594 Fidler Josh E 1941 PEARL STREET, SUITE 300 BOULDER CO 80302 0 0 1 0 0001191818 LEFKOFF KYLE 1941 PEARL STREET, SUITE 300 BOULDER CO 80302 0 0 1 0 0001455470 Macks Lawrence M 1941 PEARL STREET, SUITE 300 BOULDER CO 80302 0 0 1 0 0001573902 Perl Jonathan L 1941 PEARL STREET, SUITE 300 BOULDER CO 80302 0 0 1 0 0001455295 Roshko Peter 1941 PEARL STREET, SUITE 300 BOULDER CO 80302 0 0 1 0 Series A-1 Preferred Stock Common Stock 88144 I By Boulder Ventures IV, L.P. Series A-1 Preferred Stock Common Stock 1352925 I By Boulder Ventures IV (Annex), L.P. Series B Preferred Common Stock 55151 I By Boulder Ventures IV, L.P. Series B Preferred Common Stock 832948 I By Boulder Ventures IV (Annex), L.P. Series C Preferred Common Stock 42257 I By Boulder Ventures IV, L.P. Series C Preferred Common Stock 638328 I By Boulder Ventures IV (Annex), L.P. Warrant to Purchase Series C Preferred Stock (right to buy) 3.78 2018-05-20 Series C Preferred Stock 808 I By Boulder Ventures IV, L.P. Warrant to Purchase Series C Preferred Stock (right to buy) 3.78 2018-05-20 Series C Preferred Stock 12206 I By Boulder Ventures IV (Annex), L.P. Series D Preferred Stock Common Stock 176994 I By Boulder Ventures V, L.P. Series E Preferred Stock Common Stock 206459 I By Boulder Ventures V, L.P. This security is convertible at any time into shares of the Issuer's Common Stock on a one-for-one basis at the Reporting Person's election. The shares will automatically convert on a one-for-one basis into 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 securities are held of record by Boulder Ventures IV, L.P. ("Boulder Ventures IV"). BV Partners IV, L.L.C. ("BV IV") is the General Partner of each of Boulder Ventures IV and BV Annex. BV IV may be deemed to indirectly beneficially own the securities owned by Boulder Ventures IV and BV Annex. Josh E. Fidler, Kyle Lefkoff, Lawrence M. Macks, Jonathan L. Perl and Peter A. Roshko are the Managing Members of BV IV and share voting and dispositive power over the securities held by Boulder Ventures IV and BV Annex. Each disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. The securities are held of record by Boulder Ventures IV (Annex), L.P. ("BV Annex"). Immediately exercisable. Immediately upon the closing of a Qualified Public Offering of the Issuer, the warrant will automatically convert into a warrant to purchase shares of the Issuer's Common Stock. The securities are held of record by Boulder Ventures V, L.P. ("Boulder Ventures V"). BV Partners V, L.L.C. ("BV V") is the General Partner of Boulder Ventures V. BV V may be deemed to indirectly beneficially own the securities owned by Boulder Ventures V. Kyle Lefkoff, Jonathan L. Perl and Peter A. Roshko are the Managing Members of BV V and share voting and dispositive power over the securities held by Boulder Ventures V. Each disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. BV Partners IV, L.L.C. By: /s/ Kyle Lefkoff, Managing Member 2013-04-11 Boulder Ventures IV (Annex), L.P. By: BV Partners IV, L.L.C., its General Partner By: /s/ Kyle Lefkoff, Managing Member 2013-04-11 Boulder Ventures IV, L.P. By: BV Partners IV, L.L.C., its General Partner By: /s/ Kyle Lefkoff, Managing Member 2013-04-11 Boulder Ventures V, L.P. By: BV Partners V, L.L.C., its General Partner By: /s/ Kyle Lefkoff, Managing Member 2013-04-11 BV Partners V, L.L.C. By: /s/ Kyle Lefkoff, Managing Member 2013-04-11 /s/ Josh E. Fidler 2013-04-11 /s/ Kyle Lefkoff 2013-04-11 /s/ Lawrence M. Macks 2013-04-11 /s/ Jonathan L. Perl 2013-04-11 /s/ Peter A. Roshko 2013-04-11