X0306 4 2018-04-16 0 0001423774 ZUORA INC ZUO 0001294693 Benioff Marc THE LANDMARK @ ONE MARKET SAN FRANCISCO CA 94062 0 0 1 0 Class B Common Stock 2018-04-16 4 C 0 2991108 0.00 A Class A Common Stock 2991108 2991108 D Series A Preferred Stock 2018-04-16 4 C 0 1671122 0.00 D Class B Common Stock 1671122 0 D Series B Preferred Stock 2018-04-16 4 C 0 467179 0.00 D Class B Common Stock 467179 0 D Series D Preferred Stock 2018-04-16 4 C 0 214059 0.00 D Class B Common Stock 214959 0 D Series E Preferred Stock 2018-04-16 4 C 0 230779 0.00 D Class B Common Stock 230779 0 D Series F Preferred Stock 2018-04-16 4 C 0 407969 0.00 D Class B Common Stock 407959 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 A Preferred Stock, Series B 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 The Marc R. Benioff Revocable trust U/D 12/3/2004. Exhibit List - Exhibit 24 - Power of Attorney /s/ Mark A. Bonenfant as Attorney-In-Fact for Marc R. Benioff 2018-04-16