X0306 4 2018-04-16 0 0001423774 ZUORA INC ZUO 0001219230 FENTON PETER H C/O ZUORA, INC. 3050 SOUTH DELAWARE STREET, SUITE 301 SAN MATEO CA 94403 1 0 1 0 Class B Common Stock 2018-04-16 4 C 0 10257724 0.00 A Class A Common Stock 10257724 10257724 I See Footnote Series A Preferred Stock 2018-04-16 4 C 0 6273196 0.00 D Class B Common Stock 6273196 0 I See Footnote Series B Preferred Stock 2018-04-16 4 C 0 1600891 0.00 D Class B Common Stock 1600891 0 I See Footnote Series C Preferred Stock 2018-04-16 4 C 0 1288161 0.00 D Class B Common Stock 1288161 0 I See Footnote Series D Preferred Stock 2018-04-16 4 C 0 535148 0.00 D Class B Common Stock 535148 0 I See Footnote Series E Preferred Stock 2018-04-16 4 C 0 494527 0.00 D Class B Common Stock 494527 0 I See Footnote Series F Preferred Stock 2018-04-16 4 C 0 65801 0.00 D Class B Common Stock 65801 0 I See Footnote 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 A Preferred Stock, Series B Preferred Stock, 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 IPO and has no expiration date. Shares are held by Benchmark Capital Partners V, L.P. ("BCP V"), as nominee for BCP V, Benchmark Founders' Fund V, L.P. ("BFF V"), Benchmark Founders' Fund V-A, L.P. ("BFF V-A"), Benchmark Founders' Fund V-B, L.P. ("BFF V-B") and related persons. Benchmark Capital Management Co. V, L.L.C. ("BCMC V"), the general partner of each of BCP V, BFF V, BFF V-A and BFF V-B, may be deemed to have sole voting and dispositive power over such shares Alexandre Balkanski, Bruce W. Dunlevie, Peter H. Fenton, J. William Gurley, Kevin R. Harvey, Robert C. Kagle, Mitchell H. Lasky and Steven M. Spurlock, the managing members of BCMC V, may be deemed to share voting and dispositive power over these shares beneficially held by such entities. The reporting person disclaims the existence of a "group" and disclaims beneficial ownership of any securities, except to the extent of the reporting person's pecuniary interest in such securities. /s/ Jennifer Pileggi, as Attorney-in-Fact for Peter H. Fenton 2018-04-16