X0306 4 2018-04-16 0 0001423774 ZUORA INC ZUO 0001736959 Index Ventures Growth II (Jersey), L.P. C/O EFG WEALTH SOLUTIONS (JERSEY) LTD. NO. 1 SEATON PLACE ST. HELIER Y9 JE4 8YJ JERSEY 0 0 1 0 0001736898 Index Venture Growth Associates II Ltd C/O EFG WEALTH SOLUTIONS (JERSEY) LTD. NO. 1 SEATON PLACE ST. HELIER Y9 JE4 8YJ JERSEY 0 0 1 0 0001736960 Index Ventures Growth II Parallel Entrepreneur Fund (Jersey), L.P. C/O EFG WEALTH SOLUTIONS (JERSEY) LTD. NO. 1 SEATON PLACE ST. HELIER Y9 JE4 8YJ JERSEY 0 0 1 0 0001591294 Yucca (Jersey) SLP C/O EFG WEALTH SOLUTIONS (JERSEY) LTD. NO. 1 SEATON PLACE ST. HELIER Y9 JE4 8YJ JERSEY 0 0 1 0 0001611760 Yucca Associates Ltd C/O EFG WEALTH SOLUTIONS (JERSEY) LTD. NO. 1 SEATON PLACE ST. HELIER Y9 JE4 8YJ JERSEY 0 0 1 0 Class B Common Stock 2018-04-16 4 C 0 4215474 0.00 A Class A Common Stock 4215474 4215474 I See Footnote Class B Common Stock 2018-04-16 4 C 0 68998 0.00 A Class A Common Stock 68998 68998 I See Footnotes Series D Preferred Stock 2018-04-16 4 C 0 3170755 0.00 D Class B Common Stock 3170755 0 I See Footnote Series E Preferred Stock 2018-04-16 4 C 0 481224 0.00 D Class B Common Stock 4812237 0 I See Footnote Series F Preferred Stock 2018-04-16 4 C 0 563495 0.00 D Class B Common Stock 563495 0 I See Footnote Series D Preferred Stock 2018-04-16 4 C 0 40136 0.00 D Class B Common Stock 40136 0 I By Yucca (Jersey) SLP Series E Preferred Stock 2018-04-16 4 C 0 13303 0.00 D Class B Common Stock 13303 0 I See Footnotes Series F Preferred Stock 2018-04-16 4 C 0 15559 0.00 D Class B Common Stock 15559 0 I See Footnotes 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 initial public offering ("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. Each share of the issuer's Series D Preferred Stock, Series E Preferred Stock, and Series F Preferred Stock automatically converted into 1 share of the issuer's Class B Common Stock immediately upon the closing of the IPO and has no expiration date. The securities are held by Index Ventures Growth II (Jersey), L.P. Index Venture Growth Associates II Limited is the general partner of Index Ventures Growth II (Jersey), L.P. Ian J Henderson, Nigel T. Greenwood, David A. Hall, Philip J. Balderson, Sinead A. Meehan and Bernard M. Dalle are directors of Index Venture Growth Associates II Limited. Ian J Henderson, Nigel T. Greenwood, David A. Hall, Philip J. Balderson, Sinead A. Meehan and Bernard M. Dalle share voting and dispositive power with respect to the securities. Each of these persons disclaims beneficial ownership of these securities except to the extent of his or her pecuniary interest therein. Michelangelo Volpi, a member of the issuer's Board of Directors, is a general partner with the Index Ventures group. Advisors within the Index Ventures group provide advice to Index Ventures Growth II (Jersey), L.P., Index Ventures Growth II Parallel Entrepreneur Fund (Jersey), L.P. and Yucca (Jersey) SLP (collectively, the "Index Funds"). Michelangelo Volpi is involved in making recommendations to the Index Funds, but does not hold voting or dispositive power over the shares held by the Index Funds. Michelangelo Volpi disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for Section 16 or any other purpose. For the securities that are held by Yucca (Jersey) SLP, the corporate general partner of Yucca (Jersey) SLP is Yucca Associates Limited. Messrs. Nigel T. Greenwood and Ian J. Henderson are directors of Yucca Associates Limited and share voting and dispositive power with respect to the securities held by Yucca (Jersey) SLP. Each of these persons disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. Index Venture Growth Associates II Limited is the general partner of Index Ventures Growth II Parallel Entrepreneur Fund (Jersey), L.P. Ian J Henderson, Nigel T. Greenwood, David A. Hall, Philip J. Balderson, Sinead A. Meehan and Bernard M. Dalle are directors of Index Venture Growth Associates II Limited. Ian J Henderson, Nigel T. Greenwood, David A. Hall, Philip J. Balderson, Sinead A. Meehan and Bernard M. Dalle share voting and dispositive power with respect to the securities. Each of these persons disclaims beneficial ownership of these securities except to the extent of his or her pecuniary interest therein. Of the shares reported, (a) 15,442 shares are held directly by Index Ventures Growth II Parallel Entrepreneur Fund (Jersey), L.P., and (b) 53,556 shares are held directly by Yucca (Jersey) SLP. Of the shares reported, (a) 7,121 shares are held directly by Index Ventures Growth II Parallel Entrepreneur Fund (Jersey), L.P., and (b) 6,182 shares are held directly by Yucca (Jersey) SLP. Of the shares reported, (a) 8,321 shares are held directly by Index Ventures Growth II Parallel Entrepreneur Fund (Jersey), L.P., and (b) 7,238 shares are held directly by Yucca (Jersey) SLP. INDEX VENTURE GROWTH ASSOCIATES II LIMITED, as Managing General Partner of INDEX VENTURES GROWTH II (JERSEY), L.P., By: /s/ I.J. Henderson, Its: Director 2018-04-16 INDEX VENTURE GROWTH ASSOCIATES II LIMITED, By: /s/ I.J. Henderson, Its: Director 2018-04-16 INDEX VENTURE GROWTH ASSOCIATES II LIMITED, as Managing General Partner of INDEX VENTURES GROWTH II PARALLEL ENTREPRENEUR FUND (JERSEY), L.P., By: /s/ I.J.Henderson, Its: Director 2018-04-16 YUCCA (JERSEY) SLP, By Intertrust Employee Benefit Services Limited, as authorized signatory of Yucca (Jersey) SLP in its capacity as Administrator of the Index Co-Investment Scheme, By: /s/ Sarah Earles, /s/ Julie Gallon, Its: Authorized Signatories 2018-04-16 YUCCA ASSOCIATES LIMITED, By: /s/ I.J. Henderson, Its: Director 2018-04-16