X0206 3 2018-04-11 0 0001423774 ZUORA INC ZUO 0001514165 Tenaya Capital V GP LLC 3280 ALPINE ROAD PORTOLA VALLEY CA 94028 0 0 1 0 0001514162 Tenaya Capital V, LP 3280 ALPINE ROAD PORTOLA VALLEY CA 94028 0 0 1 0 0001514160 Tenaya Capital V-P, LP 3280 ALPINE ROAD PORTOLA VALLEY CA 94028 0 0 1 0 0001514164 Tenaya Capital V GP, LP 3280 ALPINE ROAD PORTOLA VALLEY CA 94028 0 0 1 0 Series B Convertible Preferred Stock Class B Common Stock 3099012 I By Tenaya Capital V, LP Series C Convertible Preferred Stock Class B Common Stock 868891 I By Tenaya Capital V, LP Series D Convertible Preferred Stock Class B Common Stock 436233 I By Tenaya Capital V, LP Series E Convertible Preferred Stock Class B Common Stock 322970 I By Tenaya Capital V, LP Series F Convertible Preferred Stock Class B Common Stock 51569 I By Tenaya Capital V, LP Series B Convertible Preferred Stock Class B Common Stock 855293 I By Tenaya Capital V-P, LP Series C Convertible Preferred Stock Class B Common Stock 239806 I By Tenaya Capital V-P, LP Series D Convertible Preferred Stock Class B Common Stock 120321 I By Tenaya Capital V-P, LP Series E Convertible Preferred Stock Class B Common Stock 89136 I By Tenaya Capital V-P, LP Series F Convertible Preferred Stock Class B Common Stock 14232 I By Tenaya Capital V-P, LP The general partner of each of Tenaya Capital V, LP and Tenaya Capital V-P, LP is Tenaya Capital V GP, LP ("V GP, LP") whose general partner is Tenaya Capital V GP, LLC ("V GP, LLC"). By virtue of such relationships, V GP, LP and V GP, LLC may be deemed to have voting and dispositive power over the securities held by Tenaya Capital V, LP and Tenaya Capital V-P, LP and, as a result, may be deemed to have beneficial ownership over such securities. Messrs. Tom Banahan, Ben Boyer, Stewart Gollmer, Brian Melton, and Brian Paul are the managing members of V GP, LLC and such managing members share voting and dispositive power over the securities held by Tenaya Capital V, LP and Tenaya Capital V-P, LP. Each of V GP, LP and V GP, LLC disclaims beneficial ownership of the securities held by Tenaya Capital V, LP and Tenaya Capital V-P, LP except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. Each share of the Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock and Series F Preferred Stock automatically convert into Class B Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering. The Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock and Series F Preferred Stock have no expiration date. Each share of Class B Common Stock is convertible at any time at the option of the Reporting Person into one share of Class A Common Stock and will automatically convert into one share of Class A Common Stock upon the date that is the earlier of (i) the date specified by a vote of the holders of 66 2/3% of the outstanding shares of Class B Common Stock, (ii) ten years from the closing of the Issuer's initial public offering, and (iii) the date that the total number of shares of the Issuer's Class B Common Stock outstanding ceases to represent at least 5% of all outstanding shares of the Issuer's Common Stock. In addition, each share of Class A Common Stock will automatically convert into one share of Class B Common Stock upon any transfer, whether or not for value, which occurs after the closing of the Issuer's initial public offering, subject to certain exceptions. /s/ Tom Muscarella, Authorized Signatory, Tenaya Capital V GP, LLC 2018-04-11 /s/ Tom Muscarella, Authorized Signatory, Tenaya Capital V GP, LLC, the General Partner of Tenaya Capital V GP, LP 2018-04-11 /s/ Tom Muscarella, Authorized Signatory, Tenaya Capital V GP, LLC, the General Partner of Tenaya Capital V GP, LP, the General Partner of Tenaya Capital V, LP 2018-04-11 /s/ Tom Muscarella, Authorized Signatory, Tenaya Capital V GP, LLC, the General Partner of Tenaya Capital V GP, LP, the General Partner of Tenaya Capital V-P, LP 2018-04-11