X0206 3 2013-05-16 0 0001490660 Marketo, Inc. MKTO 0001398927 InterWest Management Partners IX, LLC C/O INTERWEST PARTNERS 2710 SAND HILL ROAD, SUITE 200 MENLO PARK CA 94025 0 0 1 0 0001398928 InterWest Partners IX, LP C/O INTERWEST PARTNERS 2710 SAND HILL ROAD, SUITE 200 MENLO PARK CA 94025 0 0 1 0 0001207831 GIANOS PHILIP T C/O INTERWEST PARTNERS 2710 SAND HILL ROAD, SUITE 200 MENLO PARK CA 94025 0 0 1 0 0001293923 Holmes W Stephen C/O INTERWEST PARTNERS 2710 SAND HILL ROAD, SUITE 200 MENLO PARK CA 94025 0 0 1 0 0001293171 Kliman Gilbert H C/O INTERWEST PARTNERS 2710 SAND HILL ROAD, SUITE 200 MENLO PARK CA 94025 0 0 1 0 0001207833 ORONSKY ARNOLD L C/O INTERWEST PARTNERS 2710 SAND HILL ROAD, SUITE 200 MENLO PARK CA 94025 0 0 1 0 0001333063 CLEVELAND BRUCE A C/O INTERWEST PARTNERS 2710 SAND HILL ROAD, SUITE 200 MENLO PARK CA 94025 0 0 1 0 0001381980 Kjellson Nina S C/O INTERWEST PARTNERS 2710 SAND HILL ROAD, SUITE 200 MENLO PARK CA 94025 0 0 1 0 0001276600 NASR KHALED C/O INTERWEST PARTNERS 2710 SAND HILL ROAD, SUITE 200 MENLO PARK CA 94025 0 0 1 0 Series A Convertible Preferred Stock Common Stock 5400000 I See footnote Series B Convertible Preferred Stock Common Stock 3154228 I See footnote Series D Convertible Preferred Stock Common Stock 570977 I See footnote Series E Convertible Preferred Stock Common Stock 394714 I See footnote Series F Convertible Preferred Stock Common Stock 227272 I See footnote The Series A Convertible Preferred Stock shall automatically convert into Common Stock on a one for one basis immediately prior to the completion of the Issuer's initial public offering of common stock and has no expiration date. The shares are held by InterWest Partners IX, L.P. ("IW9"). InterWest Management Partners IX, LLC ("IMP9"), the general partner of IW9, has sole voting and investment control over the shares held by IW9. Philip T. Gianos, W. Stephen Holmes, Gilbert H. Kliman and Arnold L. Oronsky are the managing directors of IMP9. Bruce A. Cleveland, Nina Kjellson, Khaled A. Nasr and Douglas A. Pepper are the venture members of IMP9. Each of the managing directors and venture members share voting and investment control with respect to the shares held by IW9 and disclaims beneficial ownership of the shares reported herein, except to the extent of his respective pecuniary interest therein. The Series B Convertible Preferred Stock shall automatically convert into Common Stock on a one for one basis immediately prior to the completion of the Issuer's initial public offering of common stock and has no expiration date. The Series D Convertible Preferred Stock shall automatically convert into Common Stock on a one for one basis immediately prior to the completion of the Issuer's initial public offering of common stock and has no expiration date. The Series E Convertible Preferred Stock shall automatically convert into Common Stock on a one for one basis immediately prior to the completion of the Issuer's initial public offering of common stock and has no expiration date. The Series F Convertible Preferred Stock shall automatically convert into Common Stock on a one for one basis immediately prior to the completion of the Issuer's initial public offering of common stock and has no expiration date. /s/ W. Stephen Holmes, as managing director of InterWest Management Partners IX, LLC 2013-05-16 /s/ W. Stephen Holmes, as managing director of InterWest Management Partners IX, LLC, the General Partner of InterWest Partners IX, L.P. 2013-05-16 /s/ Karen A. Wilson, by power of attorney for Philip T. Gianos 2013-05-16 /s/ Karen A. Wilson, by power of attorney for W. Stephen Holmes 2013-05-16 /s/ Karen A. Wilson, by power of attorney for Gilbert H. Kliman 2013-05-16 /s/ Karen A. Wilson, by power of attorney for Arnold L. Oronsky 2013-05-16 /s/ Karen A. Wilson, by power of attorney for Bruce A. Cleveland 2013-05-16 /s/ Karen A. Wilson, by power of attorney for Nina Kjellson 2013-05-16 /s/ Karen A. Wilson, by power of attorney for Khaled Nasr 2013-05-16