X0306 4 2018-04-16 0 0001423774 ZUORA INC ZUO 0001201583 HALEY TIMOTHY M C/O ZUORA, INC. 3050 SOUTH DELAWARE STREET, SUITE 301 SAN MATEO CA 94403 1 0 0 0 Class B Common Stock 2018-04-16 4 C 0 5808614 0.00 A Class A Common Stock 5808614 5808614 I By Redpoint Omega. L.P. Class B Common Stock 2018-04-16 4 C 0 164252 0.00 A Class A Common Stock 164252 164252 I By Redpoint Omega Associates, LLC Series C Preferred Stock 2018-04-16 4 C 0 4146450 0.00 D Class B Common Stock 4146450 0 I By Redpoint Omega. L.P. Series C Preferred Stock 2018-04-16 4 C 0 117251 0.00 D Class B Common Stock 117251 0 I By Redpoint Omega Associates, LLC Series D Preferred Stock 2018-04-16 4 C 0 957594 0.00 D Class B Common Stock 957594 0 I By Redpoint Omega. L.P. Series D Preferred Stock 2018-04-16 4 C 0 27078 0.00 D Class B Common Stock 27078 0 I By Redpoint Omega Associates, LLC Series E Preferred Stock 2018-04-16 4 C 0 320618 0.00 D Class B Common Stock 320618 0 I By Redpoint Omega. L.P. Series E Preferred Stock 2018-04-16 4 C 0 9066 0.00 D Class B Common Stock 9066 0 I By Redpoint Omega Associates, LLC Series F Preferred Stock 2018-04-16 4 C 0 383952 0.00 D Class B Common Stock 383952 0 I By Redpoint Omega. L.P. Series F Preferred Stock 2018-04-16 4 C 0 10857 0.00 D Class B Common Stock 10857 0 I By Redpoint Omega Associates, LLC 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. Each share of the issuer's Series C Preferred Stock, 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 issuer's initial public offering ("IPO") and has no expiration date. Redpoint Omega, LLC serves as the general partner of Redpoint Omega, L.P. Redpoint Omega, LLC and Redpoint Omega Associates, LLC are under common control. As such, Redpoint Omega, LLC has sole voting and investment control over the shares owned by Redpoint Omega, L.P., and may be deemed to beneficially own the shares held by Redpoint Omega, L.P. The reporting person is a managing member of each of Redpoint Omega, LLC and Redpoint Omega Associates, LLC. The reporting person disclaims beneficial ownership of the reported shares except to the extent of his pecuniary interest therein. /s/ Jennifer Pileggi as attorney-in-fact for Timothy M. Haley 2018-04-16