Kenneth A. Goldman - 14 Feb 2025 Form 4 Insider Report for ZUORA INC

Footnote F1

On February 14, 2025 (the "Effective Time"), pursuant to the Agreement and Plan of Merger (the "Merger Agreement), dated as of October 17, 2024, by and among Zodiac Purchaser, L.L.C. ("Parent"), Zodiac Acquisition Sub, Inc. ("Merger Sub") and Zuora, Inc. (the "Company"), Merger Sub merged with and into the Company with the Company surviving the merger as a wholly owned subsidiary of Parent, and at the Effective Time, each of the Reporting Person's shares of Company Class A Common Stock and Class B Common Stock (collectively the "Common Stock") issued and outstanding immediately prior to the Effective Time were automatically canceled and converted into the right to receive cash in an amount equal to $10.00 per share, without interest thereon and subject to any applicable withholding taxes (the "Merger Consideration").

Footnote F2

Includes unvested restricted stock units ("RSUs") of the Company. Pursuant to the Merger Agreement, at the Effective Time, each of the Reporting Person's RSUs, whether or not vested, outstanding immediately prior to the Effective Time were automatically canceled and converted into the right to receive a cash payment equal to product of the number of shares of Common Stock subject to the RSU multiplied by the Merger Consideration (the "Converted RSU Award"). The Converted RSU Award will vest and become payable subject to and in accordance with the same vesting schedule and other terms and conditions applicable to the corresponding RSU immediately prior to the Effective Time, including any acceleration of vesting provisions.

Footnote F3

Reporting Person is a trustee of the Goldman-Valeriote Family Trust u/a/d 11/15/95 (the "Trust") and may be deemed to have voting and dispositive power with regard to the shares held by the Trust. The Reporting Person disclaims beneficial ownership of the shares held by the Trust except to the extent of his proportionate pecuniary interest therein.

Footnote F4

GV Partners L.P. is a family limited partnership of which the Reporting Person is the managing member.

Footnote F5

Pursuant to the Merger Agreement, at the Effective Time, Company Stock Options, whether or not vested and exercisable, outstanding immediately prior to the Effective Time, with a per share exercise price that is less than the Merger Consideration were automatically canceled and converted into the right to receive a cash payment equal to the product obtained by multiplying the excess of the Merger Consideration over the per share exercise price of such Company Stock Options by the number of shares of Common Stock issuable upon exercise of such Company Stock Option immediately prior to the Effective Time.