X0206 3 2018-04-11 0 0001423774 ZUORA INC ZUO 0001294693 Benioff Marc THE LANDMARK @ ONE MARKET SUITE 300 SAN FRANCISCO CA 94105 0 0 1 0 Series A Preferred Stock 0.00 Class B Common Stock 1671122 D Series B Preferred Stock 0.00 Class B Common Stock 467179 D Series D Preferred Stock 0.00 Class B Common Stock 214059 D Series E Preferred Stock 0.00 Class B Common Stock 230779 D Series F Preferred Stock 0.00 Class B Common Stock 407969 D Each share of the issuer's Series A Preferred Stock, Series B Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, and Series F Preferred Stock will automatically convert into 1 share of the issuer's Class B Common Stock immediately upon the closing of the issuer's initial public offering ("IPO") and has no expiration date. Each share of the issuer's Class B Common Stock will convert into 1 share of the issuer's Class A Common Stock (a) at the option of the holder and (b) automatically upon (i) any transfer which occurs after the closing of the issuer's IPO, except for certain permitted transfers, and (ii) the date that is the earliest of (x) the date specified by a vote of the holders of not less than 66 2/3% of the outstanding shares of Class B Common Stock, (y) ten years from the effective date of the IPO and (z) the date that the total number of shares of outstanding Class B Common Stock ceases to represent at least 5% of all outstanding shares of the issuer's common stock, and has no expiration date. Shares held by The Marc R. Benioff Revocable Trust U/A/D/ 12/3/2004. /s/ Marc R. Benioff 2018-04-11