X0206 3 2013-04-11 0 0001313911 Rally Software Development Corp RALY 0001573544 Martens Ryan A C/O RALLY SOFTWARE DEVELOPMENT CORP. 3333 WALNUT STREET BOULDER CO 80301 0 1 0 0 Chief Technology Officer Common Stock 497377 D Common Stock 11200 I Custodian for son Stock Option (right to buy) 0.78 2019-01-06 Common Stock 60000 D Stock Option (right to buy) 5.48 2021-07-31 Common Stock 50000 D Series A-1 Preferred Stock Common Stock 83344 D Series B Preferred Stock Common Stock 39964 D Warrant to Purchase Series C Preferred Stock (right to buy) 3.78 2018-05-20 Common Stock 1325 D The option was fully vested on January 7, 2013. Grant to the Reporting Person of a stock option under the Issuer's Amended and Restated 2002 Stock Option Plan (the "Plan"). 1/48th of the shares subject to the option vest each month after 6/20/11, provided, if the Reporting Person is terminated without cause or resigns for good reason (as defined in the stock option agreement) at any time at which the change in control provisions of the Issuer's Change in Control Severance Plan (the "Severance Plan") are not applicable, then, in each case, the vesting of the options will be accelerated with respect to the number of shares that would otherwise have vested in the 6 months following termination of employment. Additionally, if the Reporting Person suffers an involuntary termination without cause or a resignation for good reason in connection with a change in control of the Issuer (as defined in the Severance Plan), the unvested shares subject to the option will vest in full. The option expires ten years after the date of grant. Immediately convertible into shares of the Issuer's Common Stock at the Reporting Person's election. The shares will automatically convert into 83,344 shares of the Issuer's Common Stock immediately upon the closing of a Qualified Public Offering (as defined in the Issuer's Amended and Restated Certificate of Incorporation, as filed with the Delaware Secretary of State on April 1, 2013). The shares do not have an expiration date. The shares will automatically convert into 39,964 shares of the Issuer's Common Stock immediately upon the closing of a Qualified Public Offering. Immediately exercisable. The warrant will automatically convert into a warrant to purchase 1,325 shares of the Issuer's Common Stock immediately upon the closing of a Qualified Public Offering. /s/Ryan A. Martens 2013-04-11