Tien Tzuo - 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 Purchase, L.L.C. ("Parent"), Zodiac Acquisition Sub, Inc. ("Merger Sub") and Zuora (the "Company"), Merger Sub merged with and into the Company with the Company surviving the merger as a wholly owned subsidiary of Parent. At the Effective Time, each of the Reporting Person's shares of Class A Common Stock and Class B Common Stock (together, the "Common Stock"), issued and outstanding immediately prior to the Effective Time were automatically canceled and converted into the right to receive $10.00 per share in cash without interest thereon, and less any applicable tax withholdings (the "Merger Consideration").

Footnote F2

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

Footnote F3

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

Footnote F4

Pursuant to the Merger Agreement, each outstanding Company Stock Option, whether or not vested and exercisable, with a per share exercise price that is less than the Merger Consideration, was canceled immediately prior to the Effective Time and converted into the Reporting Person's right to receive an amount in cash, without interest and less applicable withholding taxes (a "Converted Option Award"), equal to the product the excess of the Merger Consideration over the per share exercise price of such Company Stock Option multiplied the number of shares of Common Stock issuable upon exercise of the Company Stock Option immediately prior to the Effective Date.

Footnote F5

Pursuant to the Merger Agreement, each outstanding Company Stock Option, whether or not vested and exercisable, with a per share exercise price equal to or greater than the Merger Consideration was canceled immediately prior to the Effective Time for no consideration.

Footnote F6

Pursuant to the Merger Agreement, at the Effective Time, each of the Reporting Person's restricted stock units ("RSUs") outstanding immediately prior to the Effective Time were automatically canceled and converted into the right to receive cash equal to the 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 F7

Pursuant to the Merger Agreement, this RSU covering shares of Common Stock outstanding immediately prior to the Effective Time that was subject in whole or in part to performance-based vesting conditions was forfeited immediately prior to the Effective Time for no consideration.