X0306 4 2018-04-16 0 0001423774 ZUORA INC ZUO 0001418902 Shasta Ventures II LP C/O ZUORA, INC. 2440 SAND HILL ROAD, SUITE 300 MENLO PARK CA 94025 0 0 1 0 0001649997 Shasta Ventures II GP, LLC C/O SHASTA VENTURES 2440 SAND HILL ROAD, SUITE 300 MENLO PARK CA 94025 0 0 1 0 Class B Common Stock 2018-04-16 4 C 0 7684162 0.00 A Class A Common Stock 7684162 7684162 D Series B Preferred Stock 2018-04-16 4 C 0 5192523 0.00 D Class B Common Stock 5192523 0 D Series C Preferred Stock 2018-04-16 4 C 0 1224915 0.00 D Class B Common Stock 1224915 0 D Series D Preferred Stock 2018-04-16 4 C 0 706396 0.00 D Class B Common Stock 706396 0 D Series E Preferred Stock 2018-04-16 4 C 0 494527 0.00 D Class B Common Stock 494527 0 D Series F Preferred Stock 2018-04-16 4 C 0 65801 0.00 D Class B Common Stock 65801 0 D 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 B Preferred Stock, Series C 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 IPO and has no expiration date. Shasta Ventures II GP, LLC is the general partner of Shasta Ventures II, L.P. Jason Pressman, a member of the issuer's Board of Directors, Robert Coneybeer, Tod Francis, and Ravi Mohan are the managing members of Shasta Ventures II GP, LLC and each of them may be deemed to exercise voting and investment power over the shares held of record by Shasta Ventures II, L.P. SHASTA VENTURES II, L.P., By: Shasta Ventures II GP, LLC, its General Partner, /s/ Jason Pressman, Managing Member 2018-04-16 SHASTA VENTURES II GP, LLC, /s/ Jason Pressman, Managing Member 2018-04-16