Tien Tzuo - 30 Sep 2024 Form 4 Insider Report for ZUORA INC

Footnote F1

Each restricted stock unit ("RSU") represents a contingent right to receive one share of Zuora's Class A Common Stock upon vesting for no consideration.

Footnote F2

The RSUs vest over four years, with 1/8 of the shares underlying the initial award vesting on September 30, 2021, and the remaining shares vesting as to 1/16 of the shares underlying the initial award quarterly thereafter, so long as the Reporting Person continues to provide services to Zuora through each vesting date.

Footnote F3

RSUs do not expire; these securities either vest and settle or are canceled prior to the vesting date.

Footnote F4

The RSUs vest over three years, with 1/6 of the shares underlying the initial award vesting on September 30, 2023, and the remaining shares vesting as to 1/12 of the shares underlying the initial award quarterly thereafter, so long as the Reporting Person continues to provide services to Zuora through each vesting date.

Footnote F5

The RSUs vest over three years, with 1/6 of the shares underlying the initial award vesting on September 30, 2024, and the remaining shares vesting as to 1/12 of the shares underlying the initial award quarterly thereafter, so long as the Reporting Person continues to provide services to Zuora through each vesting date.

Footnote F6

Represents a "net exercise" of the Reporting Person's outstanding stock option that expires on November 18, 2024. The Reporting Person received 179,702 shares of Class B Common Stock on net exercise of option to purchase 571,785 shares of Class B Common Stock, as Zuora withheld 392,083 shares of Class B Common Stock underlying the option for payment of the exercise price and tax withholdings, using the closing stock price on October 1, 2024 of $8.38. Upon exercise of this option, the 179,702 shares acquired will retain their status as Class B Common Stock. No shares were sold as part of this transaction.

Footnote F7

This option is fully vested and exercisable.

Footnote F8

Each share of Zuora's Class B Common Stock will convert into one share of Zuora's Class A Common Stock (a) at the option of the holder or (b) automatically upon (i) any transfer, except for certain permitted transfers, or (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 Zuora's initial public offering 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 Zuora's common stock, and has no expiration date.

Footnote F9

The Reporting Person is a trustee of the 70 Thirty Trust.

Footnote F10

The Reporting Person is a trustee of The Next Left Trust.