IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

WENDY LEE, individually and onbehalf of all others similarly situated,

Plaintiff,

v.

MARK PINCUS, JOHN SCHAPPERT,WILLIAM GORDON, REIDHOFFMAN, JEFFREYKATZENBERG, STANLEY J.MERESMAN, SUNIL PAUL, OWENVAN NATTA, MORGAN STANLEY& CO. LLC, GOLDMAN, SACHS &CO., and ZYNGA INC.,

Defendants.

)))))))))))))))))

C.A. No. 8458-CB

STIPULATION AND AGREEMENT OFCOMPROMISE, SETTLEMENT AND RELEASE

This Stipulation and Agreement of Compromise, Settlement and Release

(this “Stipulation”) is entered into this 14th day of December, 2016, by and among

the following parties, by and through their respective counsel in the above-

captioned stockholder class action (the “Action”): (i) plaintiff Wendy Lee

(“Plaintiff”), on her own behalf and on behalf of the Class,1; (ii) Mark Pincus, John

Schappert, William Gordon, Owen Van Natta and Reid Hoffman (collectively the

“Director Defendants”); and (iii) Zynga Inc. (“Zynga” or the “Company”)

1 All undefined, capitalized terms have the meanings ascribed to them in Section II,titled “Definitions,” below.

EFiled: Dec 15 2016 03:41PM EST Transaction ID 59961974

Case No. 8458-CB

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(together with the Director Defendants and Plaintiff, each a “Party” and

collectively, the “Parties”). This Stipulation and the Supplemental Agreement

state all of the terms of the settlement and resolution of this matter, and the Parties

intend this Stipulation to fully and finally compromise, resolve, discharge, and

settle the Released Claims, subject to the approval of the Court of Chancery of the

State of Delaware (the “Court”).

I. BACKGROUND OF THE SETTLEMENT

A. Zynga is a maker of online social games such as Farmville.

B. On December 16, 2011, Zynga conducted an initial public offering

(“IPO”) raising approximately $1 billion by selling 100 million shares of common

stock at $10 per share. In connection with the IPO, Zynga entered into lockup

agreements with its employee stockholders and other pre-IPO stockholders (the

“Lockups”). The Lockups prohibited sales by substantially all of Zynga’s pre-IPO

stockholders, including its officers and directors, for 165 days after the IPO.

C. In March 2012, Zynga modified the Lockups to allow its directors and

certain senior officers and pre-IPO investors to sell approximately 49.4 million

shares in a secondary offering completed on April 3, 2012 (the “Secondary

Offering”). Zynga’s Audit Committee granted a waiver of the Company’s insider

trading policy to permit insider sales at a time that otherwise would have fallen

during a trading blackout period.

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D. Certain of the Director Defendants, collectively composing half of

Zynga’s board of directors, sold approximately 18 million shares in the Secondary

Offering and received (after the underwriters’ discount) a price of $11.64 per

share.

E. In connection with the Secondary Offering, Zynga agreed to waive the

Lockups for then-current non-executive Zynga employees, but because the

Company’s insider trading policy prohibited selling by employees for certain

periods before and after quarterly earnings announcements (the “Blackout

Policy”), the employees were not able to sell stock until May 1, 2012. Plaintiff and

other former Zynga employees remained subject to the Lockups and were unable

to sell stock until May 29, 2012.

F. Plaintiff commenced this Action on April 4, 2013 against (i) the

Director Defendants, together with (ii) three other Zynga directors who did not sell

stock in the Secondary Offering, Jeffrey Katzenberg, Stanley J. Meresman, Sunil

Paul (collectively, the “Non Selling Directors”), and (iii) the two lead underwriters

for the Secondary Offering, Morgan Stanley & Co. LLC (“Morgan Stanley”) and

Goldman, Sachs & Co. (“Goldman”). Zynga was named as a defendant solely

because it was a party to agreements underlying and relating to the Secondary

Offering, but no cause of action was asserted against Zynga. Plaintiff originally

alleged that the Director Defendants and Non Selling Directors breached their

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fiduciary duties by selectively amending the Lockups to allow certain directors and

other stockholders to sell stock in the Secondary Offering. Plaintiff also asserted

aiding and abetting claims against Morgan Stanley and Goldman. Plaintiff sought

monetary damages, an award to Plaintiff of fees and expenses incurred in

prosecuting the Action, and other monetary and non-monetary relief.

G. On May 10, 2013, the Director Defendants, the Non Selling Directors,

and Zynga removed this Action to the United States District Court for the District

of Delaware (the “District Court”) asserting that Plaintiff’s claims were precluded

under the Securities Litigation Uniform Standards Act (“SLUSA”). On May 29,

2013, Plaintiff moved to remand the Action to the Delaware Court of Chancery.

On June 17, 2013, the Director Defendants, the Non Selling Directors, and Zynga

moved to dismiss under SLUSA. Morgan Stanley and Goldman joined in this

motion to dismiss. On December 23, 2013, the District Court granted Plaintiff’s

remand motion and denied the motion to dismiss.

H. Following remand, on January 17, 2014, Plaintiff filed a verified

amended complaint (the “Complaint”). On March 6, 2014, the Director

Defendants, the Non Selling Directors, Zynga, Morgan Stanley, and Goldman

moved to dismiss pursuant to Court of Chancery Rules 23.1 and 12(b)(6). On

November 14, 2014, this Court granted Morgan Stanley’s and Goldman’s motion

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to dismiss but denied the Director Defendants’, the Non Selling Directors’, and

Zynga’s motion to dismiss.

I. On September 4, 2014, the Court entered a Stipulation and Order

Governing the Production and Exchange of Confidential Information.

J. On December 2, 2014, the Director Defendants, the Non Selling

Directors, and Zynga answered the Complaint.

K. Thereafter, Class Counsel conducted extensive discovery in

connection with the claims asserted in the Complaint. Class Counsel inspected,

reviewed, and analyzed approximately 15,000 documents (totaling over 105,000

pages) including documents produced by Morgan Stanley and Goldman.

L. On June 24, 2015, William Gordon, Jeffrey Katzenberg, Stanley J.

Meresman, and Sunil Paul moved pursuant to Court of Chancery Rule 60(b)(6) for

relief from this Court’s November 14, 2014 decision denying their motions to

dismiss based on the Delaware Supreme Court’s intervening decision in In re

Cornerstone Therapeutics Inc., Stockholder Litig., 115 A.3d 1173 (Del. May 14,

2015). On August 19, 2015, Plaintiff and Sunil Paul, Stanley Meresman and

Jeffrey Katzenberg stipulated to the dismissal of Plaintiff’s claims against them.

M. On July 13, 2015, Plaintiff moved for certification of a class

consisting of all Zynga stockholders who were subject to the Lockups, and who

were not permitted to sell shares in the Secondary Offering, including stockholders

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for whom the Lockups were waived, but who were barred from selling in or at the

time of the Secondary Offering by the Blackout Policy, and excluding defendants

and any person, firm, trust, corporation, or other entity related to or affiliated with

any defendant.

N. On August 24, 2015, Plaintiff was deposed.

O. By Order dated December 30, 2015, this Court granted Plaintiff’s

motion for class certification and certified the Class pursuant to Court of Chancery

Rules 23(a) and (b)(3). The December 30, 2015 Order also appointed Plaintiff as

representative of the Class and appointed the law firms of Wohl & Fruchter LLP

and Prickett, Jones and Elliott, P.A. as counsel for the Class.

P. On March 28, 2016, the Court granted Plaintiff’s Unopposed Motion

for Approval of Class Notice. The Court also approved the retention of Strategic

Claims Services to serve as the notice administrator. On April 21, 2016, Strategic

Claims Services mailed a notice to all Class Members who could be identified with

reasonable effort (the “Class Notice”). The Class Notice was also posted on the

following website designated for such purpose:

http://www.wohlfruchter.com/cases/znga. The Class Notice explained that any

member of the Class who wished to request exclusion from the Class should

submit a written request for exclusion to the notice administrator postmarked by

June 6, 2016. The persons listed in Appendix A submitted requests for exclusion

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from the Class. The Parties have now determined that the list of Class Members

provided to Class Counsel by Zynga’s transfer agent omitted some Class Members,

and an opportunity to request exclusion from the Class is therefore now being

provided to those Class Members, as provided in the Settlement Notice.

Q. On July 27, 2016, the Court entered an order scheduling the Action

for a 5-day trial to begin on October 9, 2017.

R. On August 22, 2016, the Director Defendants and Zynga filed an

Amended Answer.

S. On September 20, 2016, counsel for the Parties participated in a

mediation session in New York City, New York conducted by Jed Melnick, Esq. of

JAMS. Following such mediation session, on September 22, 2016, Mr. Melnick

issued a Mediator’s Proposal to resolve all claims in the Action for a payment of

$10 million. On September 28, 2016, all the Parties accepted the Mediator’s

Proposal and agreed in principle to settle the Action for that amount.

T. On November 1, 2016, the Parties notified the Court of their

agreement in principle to resolve the Action.

NOW, THEREFORE, IT IS HEREBY STIPULATED AND AGREED,

by Plaintiff, individually and on behalf of the Class, and by the Director

Defendants and Zynga, by and through their respective undersigned attorneys of

record, subject to the approval of the Court, that, pursuant to Delaware Court of

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Chancery Rule 23 and the other conditions set forth herein, and for good and

valuable consideration set forth herein and conferred on Plaintiff and the Class, the

Action shall be finally and fully settled, compromised, and dismissed with

prejudice as to Plaintiff and all other Class Members, and that each and every one

of the Released Claims shall be finally and fully compromised, settled, discharged,

released, and dismissed with prejudice as to each and every one of the Released

Parties, in the manner and upon the terms and conditions hereafter set forth:

II. CERTAIN DEFINITIONS

1. The following capitalized terms in this Stipulation shall have the

meanings specified below:

(a) “Authorized Claimant” means a Class Member who submits a

timely and properly executed Claim Form to the Settlement Administrator that is

approved for payment, in whole or in part, from the Net Settlement Fund.

(b) “Claims” means, collectively, any and all manner of claims,

demands, rights, liabilities, losses, obligations, duties, damages, costs, debts,

expenses, interest, penalties, fines, sanctions, fees, actions, potential actions, causes

of action, suits, agreements, judgments, decrees, matters, issues and controversies

of every kind, nature or description whatsoever, for damages, injunctive relief, or

any other remedies, whether disclosed or undisclosed, accrued or unaccrued,

apparent or not apparent, foreseen or unforeseen, matured or not matured, known

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or unknown, discoverable or undiscoverable, suspected or unsuspected, liquidated

or not liquidated, fixed or contingent, which now exist, or previously existed,

including Unknown Claims, whether direct, individual, class, representative, legal,

equitable, or of any other type, or in any other capacity, whether based on state,

local, foreign, federal, statutory, regulatory, common or other law or rule

(including, without limitation, any claims under federal or state securities law,

federal or state antitrust law, or under state disclosure law, and all claims within

the exclusive jurisdiction of the federal courts) regardless of legal or equitable

theory (including, without limitation, claims for negligence, gross negligence,

recklessness, deliberate recklessness, intentional wrongdoing, fraud, breach of

contract, or breach of the fiduciary duty of care and/or loyalty).

(c) “Claimant” means a Person that submits a Claim Form to the

Settlement Administrator seeking to share in the proceeds of the Settlement Fund.

(d) “Claim Form” means the proof of claim form and release, as

approved by the Court, that will be mailed to all Class Members and that a

Claimant must complete, execute and submit to the Settlement Administrator in

order for that Claimant to be eligible to share in a distribution of the Net Settlement

Fund and which shall be substantially in the form annexed hereto as Exhibit A-2.

(e) “Class” means the Class certified by the Court by Order entered

December 30, 2015, which consists of all Zynga stockholders who were subject to

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the Lockups, and who were not permitted to sell shares in the Secondary Offering,

including stockholders for whom the Lockups were waived, but who were barred

from selling in or at the time of the Secondary Offering by the Blackout Policy,

and excluding (i) the Director Defendants and any person, firm, trust, corporation,

or other entity related to or affiliated with any Director Defendant and (ii) any

Excluded Person.

(f) “Class Member” means a member of the Class.

(g) “Class Counsel” means the law firms of Wohl & Fruchter LLP

and Prickett, Jones & Elliott, P.A.

(h) “Defendants’ Counsel” means the law firms of Young

Conaway, Stargatt & Taylor, LLP, Morrison & Foerster LLP and Wilson Sonsini

Goodrich & Rosati, P.C.

(i) “Effective Date” means the date upon which the Judgment

becomes Final.

(j) “Excluded Person” means a Person who requested exclusion

from the Class as provided in the Class Notice or who requests exclusion as

provided in this Stipulation and in the Settlement Notice. Persons who requested

exclusion from the Class as provided in the Class Notice are listed in Appendix A.

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(k) “Fee and Expense Award” means an Order authorizing the

award of attorneys’ fees and reimbursement of Litigation Expenses to Class

Counsel, and any Plaintiff Compensatory Award.

(l) “Final” when referring to the Judgment, means the expiration of

any time for appeal or review of the Judgment, or, if any appeal is filed and not

dismissed or withdrawn, after the Judgment is upheld on appeal in all material

respects and is no longer subject to review upon appeal or other review, and the

time for any petition for re-argument, appeal, or review of the Judgment or any

order affirming the Judgment has expired; provided, however, that any disputes or

appeals relating solely to the amount, payment, or allocation of attorneys’ fees and

Litigation Expenses amongst Class Counsel shall have no effect on finality for

purposes of determining the date on which the Judgment becomes Final and shall

not otherwise prevent, limit, or otherwise affect the Judgment or prevent, limit,

delay, or hinder entry of the Judgment.

(m) “Immediate Family” means an individual’s spouse, parents,

siblings, children, grandparents, grandchildren; the spouses of his or her parents,

siblings, and children; and the parents and siblings of his or her spouse, and

includes step and adoptive relationships. As used in this subparagraph, “spouse”

shall include a partner in a state-recognized domestic relationship or civil union.

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(n) “Judgment” means the Order and Final Judgment to be entered

in the Action substantially in the form attached as Exhibit B hereto.

(o) “Litigation Expenses” means costs and expenses incurred by

Class Counsel in connection with commencing, prosecuting, and resolving the

Action, for which Class Counsel intend to apply to the Court for reimbursement

from the Settlement Amount.

(p) “Net Settlement Fund” means the Settlement Fund, less the

amount of any Fee and Expense Award, Notice and Administration Costs, Taxes,

and Tax Expenses.

(q) “Notice and Administration Costs” means the costs, fees, and

expenses that are incurred in connection with providing notice to the Class and

administering the Settlement.

(r) “Person” means an individual, natural person, corporation,

partnership, limited liability company, limited partnership, joint venture,

association, joint stock company, estate, legal representative, trust, government (or

any political subdivision, department, or agency thereof), and any other type of

business or legal entity.

(s) “Plaintiff Compensatory Award” means a payment to Plaintiff,

as authorized by the Court, to be made out of any award of attorneys’ fees to Class

Counsel.

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(t) “Plan of Allocation” means the plan for allocating the Net

Settlement Fund among Class Members, as set forth in the Settlement Notice and

subject to the approval of the Court.

(u) “Released Claims” means collectively each and all of the

Released Defendant Claims and each and all of the Released Plaintiff Claims.

(v) “Released Defendant Claims” means any Claims that have been

or could have been asserted in the Action or in any court, tribunal, forum, or

proceeding by the Director Defendants, Zynga, or any of them or their respective

successors and assigns against any of the Released Plaintiff Parties, which arise out

of or relate in any way to the institution, prosecution, settlement, or dismissal of

the Action; provided, however, that the Released Defendant Claims shall not

include claims to enforce this Stipulation.

(w) “Released Defendant Parties” means (i) the Director

Defendants and the Non Selling Directors, and the Immediate Family of each

Director Defendant and Non Selling Director; (ii) for each Person listed in item (i),

any entity in which he or she has or had a financial interest (directly or indirectly),

any estate or trust of which he or she is a settlor or which is for the benefit of him

or her; (iii) Zynga, Morgan Stanley, Goldman, and each member of the Secondary

Offering underwriter syndicate, and all of their respective parents, subsidiaries,

affiliates, successors and assignees, in their respective capacities as such; and (iv)

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for each and every Person listed in items (i) through (iii), their respective past,

present and future heirs, executors, administrators, predecessors, successors,

employees, agents, affiliates, analysts, assignees, associates, attorneys, auditors,

co-insurers, commercial bank lenders, consultants, controlling shareholders,

directors, divisions, domestic partners, employers, financial advisors, general or

limited partners, general or limited partnerships, insurers, investment advisors,

investment bankers, investment banks, investment funds, joint ventures and joint

venturers, managers, managing directors, marital communities, members, officers,

parents, personnel, or legal representatives, principals, reinsurers, shareholders,

spouses, subsidiaries (foreign or domestic), trustees, underwriters and retained

professionals, in their respective capacities as such.

(x) “Released Plaintiff Claims” means any and all Claims that

Plaintiff or any other Class Member (i) asserted in the Action or (ii) could have or

might have asserted in the Action and/or in any other litigation, action or forum

that arise out of, are based upon, or are related in any way, directly or indirectly, in

whole or in part, to the allegations, transactions, facts, matters, occurrences,

representations or omissions involved, set forth or referred to in the Action

including, without limitation, the Secondary Offering, the negotiation,

consummation or underwriting of the Secondary Offering, or any sales of stock

made pursuant to the Secondary Offering. Released Plaintiff Claims shall not,

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however, include (i) any claims to enforce the Settlement, the Judgment, or this

Stipulation, including, without limitation, the Releases and (ii) claims asserted on

behalf of Zynga in (a) the consolidated stockholder derivative action pending in the

United States District Court for the Northern District of California, entitled In re

Zynga Inc. Derivative Litigation, Lead Case No. 12-CV-4327-JSC; (b) a

consolidated stockholder derivative action pending in the Superior Court of the

State of California, County of San Francisco, entitled In re Zynga Shareholder

Derivative Litigation, Lead Case No. CGC-12-522934; or (c) the stockholder

derivative action pending before this Court entitled Sandys v. Pincus, Del. Ch.,

C.A. No. 9512-CB.

(y) “Released Parties” means collectively each and all of the

Released Defendant Parties and each and all of the Released Plaintiff Parties.

(z) “Released Plaintiff Parties” means Plaintiff, all other Class

Members, and their respective counsel (including Class Counsel).

(aa) “Releases” means the releases and liability protections set forth

in Section IV of this Stipulation.

(bb) “Settlement Notice” means the Notice of Proposed Settlement

of Class Action, which is to be sent to members of the Class and which shall be

substantially in the form attached hereto as Exhibit A-1.

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(cc) “Scheduling Order” means the proposed order to be entered by

the Court scheduling the Settlement Hearing and directing that the Settlement

Notice be provided to the Class in the manner set forth therein, which shall be

substantially in the form attached hereto as Exhibit A.

(dd) “Settlement” means the settlement contemplated by this

Stipulation on the terms and conditions contained herein.

(ee) “Settlement Administrator” means Strategic Claims Services.

(ff) “Settlement Amount” means ten million dollars ($10,000,000).

(gg) “Settlement Fund” means the Settlement Amount, together with

all interest accruing thereon.

(hh) “Settlement Hearing” means the hearing to be held by the Court

to determine whether the proposed Settlement should be approved as fair,

reasonable, and adequate; whether Class Counsel have adequately represented the

Class; whether any objections to the Settlement should be overruled; whether the

Action should be dismissed with prejudice as against the Released Defendant

Parties; whether a Judgment approving the Settlement should be entered in

accordance with the terms of this Stipulation; whether and in what amount any

award of attorneys’ fees and reimbursement of Litigation Expenses should be paid

to Class Counsel; and whether and in what amount a Plaintiff Compensatory

Award may be made.

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(ii) “Supplemental Agreement” means a confidential supplemental

agreement that is being executed concurrently with this Stipulation and which will

not be filed with the Court, specifying the number of shares of Zynga stock

belonging to Persons seeking exclusion from the Class that would allow Zynga to

terminate this Stipulation. The terms of that confidential agreement shall not be

disclosed in any manner other than the statements herein and in the Settlement

Notice, or as otherwise provided in the Supplemental Agreement unless and until

the Court otherwise directs or a dispute arises among the Parties concerning its

interpretation or application.

(jj) “Unknown Claims” means any and all Released Plaintiff

Claims which Plaintiff or any other Class Member does not know or suspect to

exist in his, her, or its favor at the time of the release of the Released Plaintiff

Claims against the Released Defendant Parties, which if known by him, her, or it,

might have affected his, her, or its decision(s) with respect to the Settlement, and

any and all Released Defendant Claims which any Director Defendant or any other

Released Party does not know or suspect to exist in his, her, or its favor at the time

of the release of the Released Defendant Claims against the Released Plaintiff

Parties, which if known by him, her, or it might have affected his, her, or its

decision(s) with respect to the Settlement. With respect to any and all Released

Plaintiff Claims and Released Defendant Claims, the Parties stipulate and agree

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that upon the Effective Date, Plaintiff, the Director Defendants, and Zynga shall

expressly waive, and each of the Class Members shall be deemed to have, and by

operation of the Judgment shall have expressly, waived, relinquished, and released

any and all provisions, rights, and benefits conferred by any law of any state or

territory of the United States or other jurisdiction, or principle of common law or

foreign law, which is similar, comparable, or equivalent to Cal. Civ. Code § 1542,

which provides:

A general release does not extend to claims which the creditor doesnot know or suspect to exist in his or her favor at the time ofexecuting the release, which if known by him or her must havematerially affected his or her settlement with the debtor.

Plaintiff, the Director Defendants, and Zynga acknowledge, and the other Class

Members by operation of law shall be deemed to have acknowledged, that they

may discover facts in addition to or different from those now known or believed to

be true with respect to the Released Plaintiff Claims and the Released Defendant

Claims, but that it is the intention of Plaintiff, the Director Defendants, and Zynga

to, and by operation of law the other Class Members shall, completely, fully,

finally, and forever extinguish any and all Released Plaintiff Claims and Released

Defendant Claims, known or unknown, suspected or unsuspected, which now

exist, or heretofore existed, or may hereafter exist, and without regard to the

subsequent discovery of additional or different facts. Plaintiff, and the Director

Defendants, and Zynga acknowledge, and the other Class Members by operation of

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law shall be deemed to have acknowledged, that the inclusion of “Unknown

Claims” in the definition of Released Plaintiff Claims and Released Defendant

Claims was separately bargained for and was a key element of the Settlement.

III. SETTLEMENT CONSIDERATION

2. In consideration for the full and final release, settlement, and

discharge of any and all Released Plaintiff Claims against the Released Defendant

Parties, the Parties have agreed to the following consideration:

(a) The Settlement Fund

In connection with the Settlement and in consideration of the Releases

set forth herein, within twenty-one (21) business days after the entry of the

Scheduling Order, the Director Defendants shall cause funds equal to the

Settlement Amount to be deposited in an account (the “Account”)

administered by Class Counsel. Class Counsel shall provide to the Director

Defendants’ counsel any necessary tax forms or other information requested

to facilitate the payment, no more than ten (10) calendar days after the

execution of this Stipulation.

(b) Administration of the Settlement Fund

i. Upon payment of the Settlement Amount on behalf of the

Director Defendants, the Settlement Fund shall be deemed to be in the

custody of the Court and will remain subject to the jurisdiction of the Court

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until such time as it is distributed as provided for in this Stipulation or by

Order of the Court. Any funds in the Settlement Fund shall be invested in

United States Treasury Bills (or a mutual fund invested solely in such

instruments) and shall collect and reinvest all interest accrued thereon,

except that any residual cash balances of less than $250,000 may be invested

in an account that is fully insured by the United States Government or any

agency thereof, including the FDIC. In the event that the yield on United

States Treasury Bills is negative, in lieu of purchasing such Treasury Bills,

all or any portion of the funds held in the Settlement Fund may be deposited

in a non-interest bearing account that is fully insured by the United States

Government or any agency thereof, including the FDIC.

ii. The Settlement Fund is intended to be a “qualified settlement

fund” within the meaning of Treasury Regulation § 1.468B-1, and the

Parties shall so treat it, and Class Counsel, as administrators of the

Settlement Fund within the meaning of Treasury Regulation § 1.468B-

2(k)(3), shall be responsible for filing tax returns for the Settlement Fund

and paying from the Account any taxes, including any interest or penalties

thereon (“Taxes”), owed with respect to the Settlement Fund. In addition,

the Parties, as required, shall do all things that are necessary or advisable to

carry out the provisions of this Paragraph.

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iii. All Taxes arising with respect to the income earned by the

Settlement Fund, including any Taxes or tax treatments that may be imposed

with respect to any income earned by the Settlement Fund for any period

during which the Settlement Fund does not qualify as a qualified settlement

fund for federal or state income tax purposes and any expenses and costs

incurred in connection with the payment of taxes pursuant to this Paragraph

(including, without limitation, expenses of tax attorneys and/or accountants

and mailing, administration and distribution costs and expenses relating to

the filing of all necessary or advisable tax returns (the “Tax Expenses”)),

shall be paid out of the Settlement Fund. The Settlement Administrator shall

timely and properly file all informational and other tax returns necessary or

advisable with respect to the Settlement Fund and the distributions and

payments therefrom, including, without limitation, the tax returns described

in Treas. Reg. § 1.468B-2(k), and to the extent applicable, Treas. Reg. §

1.468B-2(l). All tax returns shall be consistent with the terms herein and in

all events shall reflect that all taxes on the income earned by the Settlement

Fund shall be paid out of it. The Settlement Administrator is authorized to

withdraw from the Account amounts necessary to pay Taxes and Tax

Expenses.

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(c) Distribution of the Net Settlement Fund

i. Class Counsel shall retain, at the expense of the Settlement

Fund, the Settlement Administrator, which shall, subject to the approval of

the Court, oversee administration and distribution of the Net Settlement

Fund. The Settlement Administrator shall discharge its duties under the

supervision of Class Counsel and subject to the jurisdiction of the Court.

The Settlement Administrator will administer and distribute the Net

Settlement Fund, pursuant to the Plan of Allocation. The Director

Defendants and their affiliates, associates and Immediate Family members

and any Excluded Person shall not receive any proceeds from the Net

Settlement Fund.

ii. Any Class Member seeking payment from the Net Settlement

Fund shall timely submit a Claim Form and the failure by a Class Member to

do so shall extinguish such Class Member’s right to any payment from the

Net Settlement Fund. Claimants shall also provide such documentation as

the Settlement Administrator shall reasonably require.

iii. All Class Members who fail to submit valid and timely Claim

Forms will be barred from participating in the distribution of the Net

Settlement Fund but otherwise will be bound by all of the terms of this

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Stipulation, including the terms of any final orders or judgments entered and

the releases given to the Released Defendant Parties.

iv. Other than the obligation of the Director Defendants to cause

the Settlement Amount to be deposited into the Account, under no

circumstances will any Released Defendant Party have any obligation to

make any payment pursuant to this Settlement set forth herein, and no

Released Defendant Party shall have any responsibility for, or liability

whatsoever with respect to, the Settlement Fund, the Net Settlement Fund,

the Account, the Settlement Administrator, any transaction executed or

approved by the Settlement Administrator, the maintenance, administration,

investment or distribution of the Settlement Fund or the Net Settlement

Fund, the establishment or administration of the Plan of Allocation, the

determination, administration or calculation of claims, the payment or

withholding of Taxes, the administration of the Settlement, or any losses

incurred in connection with such matters. The Released Defendant Parties

shall have no further or other liability or obligations to Plaintiff, Class

Counsel or any Class Member with respect to the Released Claims, except as

expressly stated in this Stipulation.

v. To enable the Settlement Administrator to exclude such Persons

from receipt of any payment from the Net Settlement Fund, within fourteen

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(14) days after entry of the Scheduling Order, the Director Defendants shall

provide to the Settlement Administrator information sufficient to identify

any Person (a) related to or affiliated with them who may have held Zynga

shares subject to the Lockups, or (b) who was afforded the opportunity to

participate in the Secondary Offering.

vi. Payment to Authorized Claimants pursuant to the Plan of

Allocation shall be conclusive against all such Authorized Claimants. No

person shall have any claim against Plaintiff, Class Counsel, the Settlement

Administrator, or any other agent designated by Class Counsel, which arises

from or relates to distributions made substantially in accordance with this

Stipulation, the Plan of Allocation, or further orders of the Court.

vii. The Net Settlement Fund will not be distributed to Authorized

Claimants until the Court has approved the Settlement and the Plan of

Allocation, and the Judgment approving the Settlement becomes Final.

viii. The Director Defendants shall not be entitled to a return of any

portion of the Settlement Fund once the Court’s Judgment approving the

Settlement becomes Final. The Director Defendants and Zynga shall not

have any liability, obligation, or responsibility for the administration of the

Settlement or disbursement of the Settlement Fund or the Plan of Allocation.

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ix. Approval of the Settlement is independent from approval of the

Plan of Allocation. Any determination by the Court with respect to the Plan

of Allocation will not affect the Settlement, if approved.

x. The Judgment shall provide for reservation of jurisdiction by

the Court: (a) to allow, disallow, or adjust on equitable grounds the claim of

any Class Member; or (b) to modify the Plan of Allocation without further

notice to Class Members. Any Court orders regarding a modification of the

Plan of Allocation will be posted on a dedicated website established for the

Settlement maintained by the Settlement Administrator (the “Settlement

Website”).

xi. The formulas set forth in the Plan of Allocation are not intended

to estimate the amount a Class Member might have been able to recover

after a trial in the Action; nor do they provide an estimate of the amount that

will be paid to Authorized Claimants pursuant to the Settlement. The

formulas are the basis upon which the Net Settlement Fund will be

proportionately allocated to Authorized Claimants.

xii. Distributions from the Net Settlement Fund will be made to

Authorized Claimants after the Judgment approving the Settlement becomes

Final. All checks shall become stale ninety (90) calendar days from the date

of issuance, at which time all funds remaining for such stale checks shall be

- 26 -

irrevocably forfeited by their payees. Following the date on which

distribution checks have become stale, the Settlement Administrator may

conduct one or more further distributions of remaining funds, after payment

of any unpaid or associated administrative costs, to Authorized Claimants

who have cashed the checks issued in the prior distribution and who would

receive at least $20.00 in the further distribution. Such further distributions

will be made in the discretion of Class Counsel, in consultation with the

Settlement Administrator, in light of the amount of funds remaining and the

administrative costs of a further distribution. Any funds remaining after

completion of all distributions shall escheat to the State of Delaware.

IV. SCOPE OF SETTLEMENT

3. By operation of the Judgment, the Action shall be dismissed with

prejudice, on the merits and without costs (except as provided herein). By

operation of the Judgment, the Court’s November 14, 2014 Order dismissing

Morgan Stanley and Goldman as defendants in the Action shall become final and

nonappealable by any of the Parties, and Morgan Stanley and Goldman shall have

fully and finally ceased to be defendants in the Action as of November 14, 2014.

4. Upon the Effective Date, Plaintiff, and all Class Members, on behalf

of themselves, their legal representatives, heirs, executors, administrators, estates,

predecessors, successors, predecessors-in-interest, successors-in-interest, and

- 27 -

assigns, and any person or entity acting for or on behalf of, or claiming under, any

of them, and each of them, shall thereupon fully, finally, and forever, release,

settle, and discharge the Released Defendant Parties from and with respect to every

one of the Released Plaintiff Claims, and shall thereupon be forever barred and

enjoined from commencing, instituting, or prosecuting any Released Plaintiff

Claims against any of the Released Defendant Parties.

5. Upon the Effective Date, each of the Director Defendants and Zynga,

and any person or entity acting for or on behalf of, or claiming under, any of them,

and each of them, shall thereupon fully, finally, and forever, release, settle, and

discharge the Released Plaintiff Parties from and with respect to every one of the

Released Defendant Claims, and shall thereupon be forever barred and enjoined

from commencing, instituting, or prosecuting any of the Released Defendant

Claims against any of the Released Plaintiff Parties.

V. SUBMISSION OF THE SETTLEMENT TO THE COURT FORAPPROVAL

6. As soon as practicable after this Stipulation has been executed, the

Parties shall jointly apply to the Court for entry of the Scheduling Order, providing

for, among other things: (a) the dissemination of the Settlement Notice, the posting

of the Settlement Notice on the Settlement Website, and payment of the costs

associated therewith; (b) a stay of the Action pending further order of the Court;

and (c) the scheduling of the Settlement Hearing to consider: (i) the proposed

- 28 -

Settlement, (ii) the joint request of the Parties that the Judgment be entered

substantially in the form attached hereto as Exhibit B, and (iii) Class Counsel’s

application for an award of attorneys’ fees and Litigation Expenses and payment of

a Plaintiff Compensatory Award, and any objections to any of the foregoing. At

the Settlement Hearing, the Parties shall jointly request that the Judgment be

entered and shall take all reasonable and appropriate steps to cause the Judgment to

become Final.

7. Class Counsel and the Settlement Administrator shall be responsible

for disseminating the Settlement Notice. The costs thereof, up to $50,000, may be

paid without further approval by the Director Defendants or Zynga or further order

of the Court, and shall not be subject to repayment to the Director Defendants,

regardless of whether the Judgment is entered and becomes Final.

8. Unless the Court requires otherwise, no further opportunity to request

exclusion from the Class shall be provided to Class Members to whom the Class

Notice was mailed. As provided in the Settlement Notice, an opportunity to

request exclusion from the Class shall be provided to Class Members to whom the

Class Notice was not mailed.

VI. CONDITIONS OF SETTLEMENT

9. This Settlement shall be subject to the following conditions, which the

Parties shall use their best efforts to achieve:

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(a) the Court enters the Scheduling Order substantially in the form

attached hereto as Exhibit A;

(b) the Court enters the Judgment substantially in the form attached

hereto as Exhibit B; and

(c) the Effective Date shall have occurred.

VII. ATTORNEYS’ FEES AND EXPENSES

10. Class Counsel intends to apply to the Court for a collective award of

attorneys’ fees, which shall be no greater than the amount set forth in the

Settlement Notice attached hereto as Exhibit A-1. Class Counsel also will apply to

the Court for reimbursement of Litigation Expenses and approval of a Plaintiff

Compensatory Award, in amounts not greater than those set forth in the Settlement

Notice.

11. Class Counsel will make no application for an award of attorneys’

fees, reimbursement of Litigation Expenses, or a Plaintiff Compensatory Award,

other than those applications set forth in Paragraph 10 above.

12. Any award of attorneys’ fees, Litigation Expenses and a Plaintiff

Compensatory Award by the Court to Class Counsel or Plaintiff shall be paid

solely out of the Settlement Fund. Payment of any Fee and Expense Award may

be made from the Settlement Fund immediately upon the later to occur of (a) entry

of the Judgment, and (b) entry of such Fee and Expense Award (if not incorporated

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into the Judgment), subject to Class Counsel’s joint and several obligation to

refund or repay within fifteen (15) business days any amounts paid if as a result of

any appeal and/or further proceedings on remand, or successful collateral attack,

the amount awarded is overturned or reduced. Neither any Director Defendant nor

Zynga shall bear responsibility for paying the Fee and Expense Award. The

Director Defendants, Zynga, and Released Defendant Parties shall bear no other

expenses, costs, damages, or fees alleged or incurred by Plaintiff or by any Class

Member, or by any of their attorneys, experts, advisors, agents, or representatives,

and the Director Defendants, Zynga, and Released Defendant Parties shall have no

responsibility for, and no liability with respect to, the fee and/or expense allocation

among Class Counsel and/or any other person who may assert any claim thereto.

13. It is not a condition of the Settlement that any Fee and Expense

Award be granted. The application for a Fee and Expense Award shall be

considered separately from the proposed Settlement. Any disapproval or

modification of any application for a Fee and Expense Award by the Court or on

appeal shall not affect or delay the enforceability of the Settlement, provide any of

the Parties with the right to terminate the Settlement, or affect or delay the binding

effect or finality of the Judgment and the release of the Released Plaintiff Claims.

Final resolution of any application for a Fee and Expense Award shall not be a

- 31 -

condition to the dismissal, with prejudice, of the Action or effectiveness of the

releases of the Released Plaintiff Claims.

14. No portion of any Fee and Expense Award shall be paid to Plaintiff or

any other Class Member, except as approved by the Court. Class Counsel shall

allocate the Fee and Expense Award between Class Counsel in a manner which

they, in good faith, believe reflects the contributions of such counsel to the

prosecution and settlement of the Action.

VIII. STAY PENDING COURT APPROVAL

15. The Scheduling Order shall provide for a stay of proceedings in the

Action, and Plaintiff, the Director Defendants, and Zynga shall not initiate any

other proceedings other than those incident to the Settlement itself pending the

occurrence of the Effective Date.

IX. TERMINATION OF SETTLEMENT; EFFECT OFTERMINATION

16. If either (a) the Court declines to enter the Scheduling Order in any

material respect; (b) the Court declines to enter the Judgment in any material

respect; or (c) the Court enters the Judgment but on or following appellate review,

remand, collateral attack, or other proceedings the Judgment is modified or

reversed in any material respect, then this Stipulation shall be cancelled and

terminated, unless counsel for each of the Parties, within ten (10) business days

from receipt of such ruling or event, agrees in writing with counsel for the other

- 32 -

Parties to proceed with this Stipulation and the Settlement, including only such

modifications, if any, as to which all other Parties in their sole judgment and

discretion may agree. For purposes of this Paragraph, an intent to proceed shall

not be valid unless it is expressed in a signed writing.

17. If the Effective Date does not occur, or if this Stipulation is

disapproved, canceled, or terminated pursuant to its terms, or the Settlement

otherwise does not become final for any reason, then all of the Parties shall be

deemed to have reverted to their respective litigation status immediately prior to

September 28, 2016, and they shall proceed in all respects as if this Stipulation had

not been executed and the related orders had not been entered, and in that event all

of their respective claims and defenses as to any issue in the Action shall be

preserved without prejudice and all funds paid into the Settlement Fund (other than

Notice and Administration Costs, up to $50,000) shall revert back to the

contributor(s) of such funds; provided, however, that Paragraph 23 shall remain in

full effect.

18. In addition to the grounds set forth elsewhere herein, Zynga shall have

the option to terminate this Stipulation upon the grounds provided in the

Supplemental Agreement, in accordance with the terms of that agreement. If

submission of the Supplemental Agreement is required for resolution of a dispute

- 33 -

or is otherwise ordered by the Court, the Parties will undertake to have the

Supplemental Agreement submitted to the Court in camera.

X. MISCELLANEOUS PROVISIONS

19. All of the exhibits attached hereto are material and integral parts

hereof and shall be incorporated by reference as though fully set forth herein.

20. This Stipulation may not be amended or modified, nor may any of its

provisions be waived, except by a written instrument signed by counsel for all

Parties or their successors-in-interest.

21. The headings herein are used for the purpose of convenience only and

are not meant to have legal effect.

22. The Parties represent and agree that the terms of the Settlement were

negotiated at arm’s-length and in good faith by the Parties, and reflect a settlement

that was reached voluntarily based upon adequate information and sufficient

discovery and after consultation with experienced legal counsel.

23. Each Director Defendant denies any and all allegations that he

committed wrongdoing, that he has fault or liability, or that he caused damage in

the Action. The Parties covenant and agree that neither this Stipulation, nor the

fact of or any terms of the Settlement, or any communications relating thereto, is

evidence, or an admission or concession by any Party or their counsel, Class

Member, or any other Released Defendant Party or Released Plaintiff Party, of any

- 34 -

fault, liability, or wrongdoing whatsoever, as to any facts or claims alleged or

asserted in the Action, or as to the validity or merit of any of the claims or defenses

alleged or asserted in the Action. This Stipulation is not a finding or evidence of

the validity or invalidity of any claims or defenses in the Action, any wrongdoing

by any Party, Class Member, or other Released Defendant Party or Released

Plaintiff Party, or any damages or injury to any Party, Class Member, or other

Released Defendant Party or Released Plaintiff Party. Neither this Stipulation, nor

any of the terms and provisions of this Stipulation, nor any of the negotiations or

proceedings in connection therewith, nor any of the documents or statements

referred to herein or therein, nor the Settlement, nor the fact of the Settlement, nor

the Settlement proceedings, nor any statements in connection therewith, (a) shall

(i) be argued to be, used, or construed as, offered, or received in evidence as, or

otherwise constitute an admission, concession, presumption, proof, evidence, or a

finding of any liability, fault, wrongdoing, injury, or damages, or of any wrongful

conduct, acts, or omissions on the part of any of the Released Defendant Parties or

Released Plaintiff Parties, or of any infirmity of any defense, or of any damage to

Plaintiff or any other Class Member, or (ii) otherwise be used to create or give rise

to any inference or presumption against any of the Released Defendant Parties or

Released Plaintiff Parties concerning any fact or any purported liability, fault, or

wrongdoing of the Released Defendant Parties or Released Plaintiff Parties or any

- 35 -

injury or damages to any person or entity; or (b) shall otherwise be admissible,

referred to, or used in any proceeding of any nature, for any purpose whatsoever;

provided, however, that this Stipulation and/or the Judgment may be introduced in

any proceeding, whether in the Court or otherwise, as may be necessary to argue

and establish that this Stipulation and/or the Judgment has res judicata, collateral

estoppel, or other issue or claim preclusion effect or to otherwise consummate or

enforce the Settlement and/or Judgment or to secure any insurance rights or

proceeds of any of the Released Defendant Parties or Released Plaintiff Parties.

24. The consummation of the Settlement as embodied in this Stipulation

shall be under the authority of the Court, and the Court shall retain jurisdiction for

the purpose of entering orders providing for an award of attorneys’ fees and

Litigation Expenses to Class Counsel and enforcing the terms of this Stipulation.

25. To the extent permitted by law, all agreements made and orders

entered during the course of the Action relating to the confidentiality of documents

or information, including, without limitation, the Stipulation and Order Governing

the Production and Exchange of Confidential Information so-ordered by the Court

on September 4, 2014, shall survive this Stipulation.

26. The waiver by any Party of any breach of this Stipulation by any other

Party shall not be deemed a waiver of any other prior or subsequent breach of any

provision of this Stipulation by any other Party.

- 36 -

27. This Stipulation, the exhibits attached hereto, and the Supplemental

Agreement constitute the entire agreement among the Parties and supersede any

prior agreements among the Parties with respect to the subject matter hereof. No

representations, warranties, or inducements have been made to or relied upon by

any Party concerning this Stipulation, its exhibits or the Supplemental Agreement,

other than the representations, warranties, and covenants expressly set forth in such

documents.

28. This Stipulation may be executed in one or more counterparts,

including by facsimile and electronic mail or as an original signature by any of the

signatories hereto, and as so executed shall constitute one agreement.

29. The Parties and their respective counsel of record agree that they will

use their reasonable best efforts to obtain all necessary approvals of the Court

required by this Stipulation (including, without limitation, using their reasonable

best efforts to resolve any objections raised to the Settlement) and a dismissal with

prejudice of the Action.

30. Class Counsel and Defendants’ Counsel agree to cooperate fully with

one another and use best efforts in seeking entry of the Scheduling Order, court

approval of the Settlement, entry of the Judgment, and any further steps required to

cause the Judgment to become Final, and to promptly agree upon and execute all

- 37 -

such other documentation as may be reasonably required to obtain final approval

by the Court of the Settlement.

31. Plaintiff and Class Counsel represent and warrant that Plaintiff is a

member of the Class and that none of Plaintiff’s claims or causes of action referred

to in this Stipulation have been assigned, encumbered, or otherwise transferred in

any manner in whole or in part.

32. Each counsel signing this Stipulation represents and warrants that

such counsel has been duly empowered and authorized to sign this Stipulation on

behalf of his or her clients.

33. This Stipulation shall not be construed more strictly against one Party

than another merely by virtue of the fact that it, or any part of it, may have been

prepared by counsel for one of the Parties, it being recognized that it is the result of

arm’s-length negotiations between the Parties, and all Parties have contributed

substantially and materially to the preparation of this Stipulation.

34. This Stipulation is, and shall be binding upon and shall inure to the

benefit of, the Released Defendant Parties and the Released Plaintiff Parties

(including the Class Members) and the respective legal representatives, heirs,

executors, administrators, transferees, successors, agents, and assigns of all such

foregoing persons and entities and upon any corporation, partnership, or other

entity into or with which any party may merge, consolidate, or reorganize.

- 38 -

35. Except for attorney notes, attorney work product, attorney-client

communications, communications between or among counsel and their experts,

pleadings, other court submissions and transcripts of depositions, the Parties agree

to destroy or to return all discovery obtained from each other within thirty days

after the Effective Date and to confirm in writing to the producing Party that all

discovery documents have been destroyed or returned.

36. This Stipulation, the Supplemental Agreement, the Settlement, and

any and all disputes arising out of or relating in any way to this Stipulation, the

Supplemental Agreement, or the Settlement, whether in contract, tort, or otherwise,

shall be governed by and construed in accordance with the laws of the State of

Delaware, without regard to conflicts of law principles. Any action or proceeding

arising out of or relating in any way to this Stipulation, the Supplemental

Agreement, or the Settlement, or to enforce any of the terms of this Stipulation, the

Supplemental Agreement, or the Settlement, shall (i) be brought, heard, and

determined exclusively in the Court, which shall retain jurisdiction over the Parties

and all such disputes (provided that, in the event that subject matter jurisdiction is

unavailable in the Court, then any such action or proceeding shall be brought,

heard and determined exclusively in any other state or federal court sitting in

Wilmington, Delaware) and (ii) not be litigated or otherwise pursued in any forum

or venue other than the Court (or, if subject matter jurisdiction is unavailable in the

- 39 -

Court, then in any forum or venue other than any other state or federal court sitting

in Wilmington, Delaware); provided, however, that this Stipulation and/or the

Judgment may be introduced in any proceeding, whether in the Court or otherwise,

as may be necessary to argue and establish that this Stipulation and/or the

Judgment has res judicata, collateral estoppel, or other issue or claim preclusion

effect or to otherwise consummate or enforce the Settlement and/or Judgment or to

secure any insurance rights or proceeds of any of the Released Defendant Parties or

Released Plaintiff Parties. Each party hereto (i) consents to personal jurisdiction in

any such action (but in no other action) brought in this Court; (ii) consents to

service of process by registered mail upon such party and/or such party’s agent;

(iii) waives any objection to venue in this Court and any claim that Delaware or

this Court is an inconvenient forum; and (iv) EXPRESSLY WAIVES ANY

RIGHT TO DEMAND A JURY TRIAL AS TO ANY DISPUTE DESCRIBED IN

THIS PARAGRAPH.

OF COUNSEL:

WOHL & FRUCHTER LLPEthan D. Wohl570 Lexington Avenue, 16th FloorNew York, New York 10022(212) 758-4000

PRICKETT, JONES & ELLIOTT, P.A.

By: /s/ Elizabeth M. McGeeverElizabeth M. McGeever (I.D. No. 2057)Corinne Elise Amato (I.D. No. 4982)1310 King StreetWilmington, Delaware 19801(302) 888-6500

Attorneys for Plaintiff and the Class

- 40 -

OF COUNSEL:

Jordan EthAnna Erickson WhiteStuart C. PlunkettMORRISON & FOERSTER LLP425 Market StreetSan Francisco, CA 94105(415) 268-7000

YOUNG CONAWAY STARGATT& TAYLOR, LLP

By: /s/ Elena C. NormanElena C. Norman (I.D. No. 4780)Nicholas J. Rohrer (I.D. No. 5381)Julia B. Ripple (I.D. No. 6070)1000 North King StreetWilmington, Delaware 19801(302) 571-6600

Attorneys for Defendants Mark Pincus, JohnSchappert, Owen Van Natta, and Zynga Inc.

OF COUNSEL:

Steven M. SchatzNina (Nicki) LockerBenjamin M. CrossonWILSON SONSINIGOODRICH & ROSATI, P.C.650 Page Mill RoadPalo Alto, CA 94304-1050(650) 493-9300

WILSON SONSINI GOODRICH &ROSATI, P.C.

By: /s/ Bradley D. SorrelsBradley D. Sorrels (I.D. No. 5233)Jessica A. Montellese (I.D. No. 5645)222 Delaware Avenue, Suite 800Wilmington, Delaware 19801(302) 304-7600

Attorneys for Defendants William Gordonand Reid Hoffman

APPENDIX A

EXCLUDED PERSONS

Name Shares ExcludedSusan Sherman 17,000Danielle Dudeck 84,554Renee T. Lawson 27,144Devang Shah 24,191

EFiled: Dec 15 2016 03:41PM EST Transaction ID 59961974

Case No. 8458-CB

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

WENDY LEE, individually and on behalf ofall others similarly situated,

Plaintiff,

v.

MARK PINCUS, JOHN SCHAPPERT,WILLIAM GORDON, REID HOFFMAN,JEFFREY KATZENBERG, STANLEY J.MERESMAN, SUNIL PAUL, OWEN VANNATTA, MORGAN STANLEY & CO. LLC,GOLDMAN, SACHS & CO., and ZYNGAINC.,

Defendants.

))))))))))))))

C.A. No. 8458-CB

NOTICE OF PROPOSED SETTLEMENT OF CLASS ACTION

TO: ALL STOCKHOLDERS OF ZYNGA, INC. (“ZYNGA” OR THE“COMPANY”) WHO WERE SUBJECT TO CERTAIN LOCKUPRESTRICTIONS ON THEIR SHARES OF ZYNGA COMMON STOCK(THE “LOCKUPS”), AND WHO WERE NOT PERMITTED TO SELLSHARES IN AN APRIL 2012 SECONDARY OFFERING (THE“SECONDARY OFFERING”), INCLUDING STOCKHOLDERS FORWHOM THE LOCKUPS WERE WAIVED, BUT WHO WERE BARREDFROM SELLING IN OR AT THE TIME OF THE SECONDARYOFFERING BY ZYNGA’S TRADING BLACKOUT POLICY (THE“BLACKOUT POLICY”), AND EXCLUDING THE ZYNGADIRECTORS PRESENTLY NAMED AS DEFENDANTS IN THISCLASS ACTION (AS FURTHER IDENTIFIED BELOW, THE“DIRECTOR DEFENDANTS”) AND ANY PERSON, FIRM, TRUST,CORPORATION, OR OTHER ENTITY RELATED TO OR AFFILIATEDWITH ANY DIRECTOR DEFENDANT

PLEASE READ THIS NOTICE CAREFULLY AND IN ITS ENTIRETY.YOUR RIGHTS WILL BE AFFECTED BY THE LEGAL PROCEEDINGSIN THIS ACTION. IF THE COURT APPROVES THE PROPOSEDSETTLEMENT, YOU WILL BE FOREVER BARRED FROM

EFiled: Dec 15 2016 03:41PM EST Transaction ID 59961974

Case No. 8458-CB

2

CONTESTING THE FAIRNESS OF THE PROPOSED SETTLEMENTOR PURSUING THE “RELEASED CLAIMS” (AS DEFINED BELOW).

Table of Contents

1. Why am I receiving this Notice? ......................................................................3

2. What is the Class and who is a Class Member? ...............................................3

3. What is the Action about and what has happened in the Action todate? ..................................................................................................................4

4. What are the terms of the Settlement? ..............................................................7

5. Am I am entitled to receive proceeds from the Settlement?.............................8

6. How much will my payment be? ......................................................................8

7. What do I need to do to claim my payment from the Settlement? ...................9

8. How is a payment from the Settlement treated for tax purposes? ....................9

9. How will the Settlement proceeds be allocated among ClassMembers? What is the “Plan of Allocation”?..................................................9

10. What legal rights are being released as part of the Settlement? .....................13

11. What should I do if I do not want to release my legal rights?........................13

12. Definitions.......................................................................................................14

13. What happens if the Settlement is approved?.................................................19

14. What happens if the Settlement is not approved or does not becomefinal?................................................................................................................19

15. What payments to Class Counsel and the Plaintiff are beingproposed? ........................................................................................................19

16. What will happen at the Settlement Hearing? ................................................20

17. Am I represented in this case? ........................................................................21

18. How do I participate in the Settlement Hearing?............................................21

19. If I object to the Settlement, the proposed Plan of Allocation, or theproposed payments to Class Counsel and the Plaintiff, how do Iinform the Court?............................................................................................21

20. How do I get further information?..................................................................22

For capitalized terms used in this Notice that are not defined where they first

appear, please see Section 12, entitled “Definitions,” on page 14 below.

3

1. Why am I receiving this Notice?

You received this Notice because you have been identified as a potentialmember of the class of stockholders of Zynga (the “Class”) whose rights will beaffected by a proposed settlement (the “Settlement”) of the claims in this classaction lawsuit (the “Action”). Under the terms of the Settlement, the DirectorDefendants will cause to be paid $10 million to the Class, on terms set forth in aStipulation and Agreement of Compromise, Settlement and Release datedDecember 14, 2016 (the “Stipulation”).

The purpose of the Notice is to inform you of the Action, describe theproposed Settlement, and inform you of (1) the need to file the enclosed ClaimForm and supporting documentation if you want to receive your share of the NetSettlement Fund (see Section 7 below on page 9), (2) if applicable, your right toexclude yourself from the Class (see Section 11 below on page 13), and (3) yourright to object to the Settlement, the proposed Plan of Allocation, or the proposedpayments to Class Counsel and the Plaintiff (see Section 19 below on page 21).The Settlement will be considered at a hearing to be held by the Court of Chanceryof the State of Delaware (the “Court”). The hearing will be held in the Leonard L.Williams Justice Center, Court of Chancery, 500 North King Street, Wilmington,Delaware 19801, on _______________, 2017, at ___:00 __.m. (the “SettlementHearing”) to (a) determine whether the Settlement should be approved by theCourt as fair, reasonable, adequate, and in the best interests of the Class; (b) todetermine whether Class Counsel have adequately represented the Class;(c) determine whether the Action should be dismissed with prejudice and whetheran Order and Final Judgment (the “Judgment”) should be entered on the termsspecified in the Stipulation; (d) consider the application of the law firms of Wohl& Fruchter LLP and Prickett, Jones & Elliott, P.A. (“Class Counsel”) for an awardof attorneys’ fees, reimbursement of expenses, and payment of a compensatoryaward to the Zynga stockholder who was appointed by the Court to represent theinterests of the Class, Wendy Lee (the “Plaintiff”); (e) hear and rule on anyobjections to the Settlement and related matters; and (f) rule on such other mattersas the Court may deem appropriate.

2. What is the Class and who is a Class Member?

The “Class” consists of all stockholders of Zynga who were subject to theLockups on their Zynga shares, and who were not permitted to sell shares in theCompany’s April 2012 Secondary Offering, including stockholders for whom theLockups were waived, but who were barred from selling in or at the time of theSecondary Offering by Zynga’s Blackout Policy, excluding (a) the Director

4

Defendants, (b) any person, firm, trust, corporation, or other entity related to oraffiliated with any Director Defendant (including Immediate Family members),and (c) persons who exercised the right to be excluded from the Class pursuant tothe notice (the “Class Notice”) mailed to Class Members in April 2016 or whoexercise the right to be excluded from the Class provided in this Settlement Notice.

A member of the Class is referred to in this Settlement Notice as a “ClassMember.”

3. What is the Action about and what has happened in the Action to date?

THE DESCRIPTION OF THE ACTION AND SETTLEMENT WHICHFOLLOWS HAS BEEN PREPARED BY COUNSEL FOR THE PARTIES. THECOURT HAS MADE NO FINDINGS WITH RESPECT TO SUCH MATTERS,AND THIS NOTICE IS NOT AN EXPRESSION OR STATEMENT BY THECOURT OF FINDINGS OF FACT.

Zynga is a maker of online social games such as Farmville. On December16, 2011, Zynga conducted an initial public offering (“IPO”) raising approximately$1 billion by selling 100 million shares of common stock at $10 per share. Inconnection with the IPO, Zynga entered into the Lockups with its employeestockholders and other pre-IPO stockholders. The Lockups prohibited sales bysubstantially all of Zynga’s pre-IPO stockholders, including its officers anddirectors, for 165 days after the IPO.

In March 2012, Zynga modified the Lockups to allow its directors andcertain senior officers and pre-IPO investors to sell approximately 49.4 millionshares in the Secondary Offering, which was completed on April 3, 2012. Zynga’sAudit Committee granted a waiver of the Company’s insider trading policy topermit insider sales at a time that otherwise would have fallen during a tradingblackout period.

Certain of the Director Defendants, collectively composing half of Zynga’sboard of directors, sold approximately 18 million shares in the Secondary Offeringand received (after the underwriters’ discount) a price of $11.64 per share.

In connection with the Secondary Offering, Zynga agreed to waive theLockups for then-current non-executive Zynga employees, but because theCompany’s insider trading policy prohibited selling by employees for certainperiods before and after quarterly earnings announcements (the “BlackoutPolicy”), the employees were not able to sell stock until May 1, 2012. Plaintiff andother former Zynga employees remained subject to the Lockups and were unableto sell stock until May 29, 2012.

The Plaintiff commenced this Action on April 4, 2013 against (i) theDirector Defendants, together with (ii) three other Zynga directors who did not sell

5

stock in the Secondary Offering, Jeffrey Katzenberg, Stanley J. Meresman, SunilPaul (collectively, the “Non Selling Directors”), and (iii) the two lead underwritersfor the Secondary Offering, Morgan Stanley & Co. LLC (“Morgan Stanley”) andGoldman, Sachs & Co. (“Goldman”). Zynga was named as a defendant solelybecause it was a party to agreements underlying and relating to the SecondaryOffering, but no cause of action was asserted against Zynga. The Plaintifforiginally alleged that the Director Defendants and Non Selling Directors breachedtheir fiduciary duties by selectively amending the Lockups to allow certaindirectors and other stockholders to sell stock in the Secondary Offering. ThePlaintiff also asserted aiding and abetting claims against Morgan Stanley andGoldman. The Plaintiff sought monetary damages, an award to Plaintiff of fees andexpenses incurred in prosecuting the Action, and other monetary and non-monetaryrelief.

On May 10, 2013, the Director Defendants, the Non Selling Directors, andZynga removed this Action to the United States District Court for the District ofDelaware (the “District Court”) asserting that Plaintiff’s claims were precludedunder the Securities Litigation Uniform Standards Act (“SLUSA”). On May 29,2013, the Plaintiff moved to remand the Action to the Delaware Court ofChancery. On June 17, 2013, the Director Defendants, the Non Selling Directors,and Zynga moved to dismiss under SLUSA. Morgan Stanley and Goldman joinedin this motion to dismiss. On December 23, 2013, the District Court granted thePlaintiff’s remand motion and denied the motion to dismiss.

Following remand, on January 17, 2014, the Plaintiff filed a verifiedamended complaint (the “Complaint”). On March 6, 2014, the DirectorDefendants, the Non Selling Directors, Zynga, Morgan Stanley, and Goldmanmoved to dismiss pursuant to Court of Chancery Rules 23.1 and 12(b)(6). OnNovember 14, 2014, the Court granted Morgan Stanley’s and Goldman’s motion todismiss but denied the Director Defendants’, the Non Selling Directors’, andZynga’s motion to dismiss.

On September 4, 2014, the Court entered a Stipulation and Order Governingthe Production and Exchange of Confidential Information.

On December 2, 2014, the Director Defendants, the Non Selling Directors,and Zynga answered the Complaint.

Thereafter, Class Counsel conducted extensive discovery in connection withthe claims asserted in the Complaint. Class Counsel inspected, reviewed, andanalyzed approximately 15,000 documents (totaling over 105,000 pages) includingdocuments produced by Morgan Stanley and Goldman.

On June 24, 2015, William Gordon, Jeffrey Katzenberg, Stanley J.Meresman, and Sunil Paul moved pursuant to Court of Chancery Rule 60(b)(6) forrelief from the Court’s November 14, 2014 decision denying their motions to

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dismiss based on the Delaware Supreme Court’s intervening decision in In reCornerstone Therapeutics Inc., Stockholder Litig., 115 A.3d 1173 (Del. May 14,2015). On August 19, 2015, the Plaintiff and Sunil Paul, Stanley Meresman andJeffrey Katzenberg stipulated to the dismissal of the Plaintiff’s claims againstthem.

On July 13, 2015, the Plaintiff moved for certification of a class consistingof all Zynga stockholders who were subject to the Lockups, and who were notpermitted to sell shares in the Secondary Offering, including stockholders forwhom the Lockups were waived, but who were barred from selling in or at thetime of the Secondary Offering by the Blackout Policy, and excluding the DirectorDefendants and any person, firm, trust, corporation, or other entity related to oraffiliated with any Director Defendant.

On August 24, 2015, the Plaintiff was deposed.By Order dated December 30, 2015, the Court granted the Plaintiff’s motion

for class certification and certified the Class pursuant to Court of Chancery Rules23(a) and (b)(3). The December 30, 2015 Order also appointed the Plaintiff asrepresentative of the Class and appointed the law firms of Wohl & Fruchter LLPand Prickett, Jones and Elliott, P.A. as counsel for the Class.

On March 28, 2016, the Court granted Plaintiff’s Unopposed Motion forApproval of Class Notice. The Court also approved the retention of StrategicClaims Services to serve as the notice administrator. On April 21, 2016, StrategicClaims Services mailed a notice to all Class Members who could be identified withreasonable effort (the “Class Notice”). The Class Notice was also posted on thefollowing website designated for such purpose:http://www.wohlfruchter.com/cases/znga. The Class Notice explained that anymember of the Class who wished to request exclusion from the Class shouldsubmit a written request for exclusion to the notice administrator postmarked byJune 6, 2016. Four stockholders requested exclusion pursuant to the Class Notice.1

On July 27, 2016, the Court entered an order scheduling the Action for a 5-day trial to begin on October 9, 2017.

On August 22, 2016, the Director Defendants and Zynga filed an AmendedAnswer.

1 The Parties have now determined that the list of Class Members providedto Class Counsel by Zynga’s transfer agent omitted some Class Members, and anopportunity to request exclusion from the Class is therefore now being provided tothose Class Members, as discussed in Section 11 on page 13 below.

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On September 20, 2016, counsel for the Parties participated in a mediationsession in New York City, New York conducted by Jed Melnick, Esq. of JAMS.Following such mediation session, on September 22, 2016, Mr. Melnick issued aMediator’s Proposal to resolve all claims in the Action for a payment of $10million. On September 28, 2016, all the Parties accepted the Mediator’s Proposaland agreed in principle to settle the Action for that amount.

On _____, the parties submitted the Stipulation and accompanying exhibitsto the Court and requested entry of a scheduling order approving the mailing ofthis Settlement Notice to the Class and the scheduling of the Settlement Hearing,among other matters, and on ______, the Court entered the requested schedulingorder.

4. What are the terms of the Settlement?

Briefly stated, under the Settlement the Director Defendants will cause to bepaid $10 million (the “Settlement Amount”) to settle the claims in the Action, andthe Plaintiff and the Class will agree to fully and finally release their right topursue those claims further in any court. The Releases provided by the Stipulationare worded broadly to bar any possible further claims related to the facts alleged inthe Complaint or otherwise related to the Secondary Offering, as further discussedbelow.

The Settlement is subject to approval by the Court. Any payments to ClassCounsel, any compensatory award to the Plaintiff, and the costs of notice andadministration of the Settlement will be paid from the Settlement Amount andinterest earned thereon (the “Settlement Fund”). Class Counsel intend to request anaward of 25% of the Settlement Fund, and reimbursement of expenses up to$150,000. In addition, Class Counsel expects that the costs of mailing this Noticeand administering the Settlement will not exceed $50,000. Any compensatoryaward to the Plaintiff will be paid out of the attorneys’ fees awarded to ClassCounsel. If the Court approves the payments to Class Counsel in full and theestimate of notice and administration costs is accurate, then the Class wouldreceive approximately $7,300,000. The amount available for distribution to theClass after deducting attorneys’ fees to Class Counsel, reimbursing ClassCounsel’s expenses, and paying the costs of Settlement notice and administrationis referred to as the “Net Settlement Fund.”

In addition, the Parties have entered into a supplemental agreement thatgives Zynga the right to terminate the Settlement if people holding more than aspecified number of shares of Zynga stock elect to exclude themselves from theClass.

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This Notice includes only a summary of various terms of the Settlement, andit does not purport to be a comprehensive description of its terms. The completeterms and conditions of the Settlement are set forth in detail in the Stipulation,which has been filed with the Court and is available on the Settlement Website,www.ZyngaLockupSettlement.com. For additional information about the case andthe Settlement, see Section 20 below on page 22, entitled “How do I get furtherinformation?”

5. Am I am entitled to receive proceeds from the Settlement?

If this Notice has been addressed to you, then you are believed to be a ClassMember entitled to receive a payment from the Net Settlement Fund. To establishyour entitlement to a payment, you will be required to sign and return the enclosedClaim Form, together with supporting documentation.

IF YOU WISH TO BE ELIGIBLE TO PARTICIPATE IN THESETTLEMENT, YOU MUST SIGN AND SUBMIT THE CLAIM FORMAND SUPPORTING DOCUMENTATION NO LATER THAN_____________________.

6. How much will my payment be?

As further discussed in Section 9 below on page 9, the size of your paymentwill depend on a number of factors, including the number of Zynga shares youowned that were subject to the Lockups, whether or not you were an employee ofZynga at the time of the Secondary Offering, whether you held Zynga shares thatwere subject to a resale restriction, and how many Class Members submit ClaimForms.

Assuming all eligible Class Members submit Claim Forms that are approvedfor payment, the estimated payments per Zynga share owned as of March 29, 2012are as follows:

For Class Members who were not Zynga employees on that date: 8.1¢For Class Members who were Zynga employees on that date: 2.3¢For Class Members whose shares were subject to resale restrictions on thatdate: 1.2¢

Please note that these amounts are only estimates and are based on theinformation now available, which may not be complete or accurate in all respects,and are further based on various assumptions concerning the funds ultimatelyavailable for distribution to the Class. Accordingly, the actual amount you receivemay be higher or lower than the estimates set forth above.

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7. What do I need to do to claim my payment from the Settlement?

To claim you payment, you must submit the enclosed Claim Form andsupporting documentation no later than ____________. You may also download anadditional copy of the Claim Form from the Settlement Website,www.ZyngaLockupSettlement.com, or request an additional copy from theSettlement Administrator by calling, toll-free, (866) 274-4004 or sending an emailto info@ZyngaLockupSettlement.com. If you do not submit a timely and validClaim Form and supporting documentation, you will not be entitled to sharein the Settlement.

8. How is a payment from the Settlement treated for tax purposes?

No opinion or advice concerning the tax consequences of the proposedSettlement to individual Class Members is being provided. Each Class Member’stax obligations related to the Settlement, if any, are the sole responsibility of theClass Member, and may vary depending on the Class Member’s particularcircumstances.

9. How will the Settlement proceeds be allocated among Class Members?What is the “Plan of Allocation”?

The Net Settlement Fund will be divided among Class Members based on aplan, called a “Plan of Allocation,” which will be considered by the Court at theSettlement Hearing and is subject to the Court’s approval.

Class Counsel has developed the proposed Plan of Allocation (the “proposedPlan”) described below following consultation with the financial expert theyretained. The Court may decide to modify this plan, or use a different one. TheCourt has also reserved the right to modify the Plan of Allocation without furthernotice to Class Members. Any Orders regarding the Plan of Allocation will beposted on the Settlement Website, www.ZyngaLockupSettlement.com.

Objective of the Plan

The objective of the Plan of Allocation is to distribute equitably thesettlement proceeds among Class Members, taking into account the amount of theirrespective losses and the relative strength of their claims. The formulas used in thePlan of Allocation are not intended to estimate the amount a Class Member mighthave been able to recover after a trial in the Action. Rather, they are the basis uponwhich the Net Settlement Fund will be proportionately allocated amongAuthorized Claimants.

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Measurement of Losses

The proposed Plan measures the loss of each Class Member based on thedifference between the net proceeds per share received by stockholders who soldshares in the Secondary Offering ($11.64 per share, which represents the offeringprice of $12.00 per share, less 3% underwriters’ commission), and (b) the price atwhich the Class Member was later first permitted to sell Zynga shares. As furtherdiscussed below, this price differs, depending on whether the Class Member was aZynga employee as of March 29, 2012 (the first trading day after the SecondaryOffering priced). The loss per share is then multiplied by 11.8% of the totalnumber of shares held subject to the Lockups on March 29, 2012, representingClass Counsel’s calculation of the percentage of shares that each Zyngastockholder could have sold if the opportunity to participate in the SecondaryOffering had been extended to Class Members and if they had all elected toparticipate. This percentage of shares is referred to as the Class Member’s“Damaged Shares.”

Different Treatment of Class Members Who WereEmployees as of March 29, 2012 and Class MembersWho Were Not Employees as of That Date

At the time of the Secondary Offering, Zynga stockholders who were subjectto the Lockups but were not afforded the opportunity to participate in theSecondary Offering were treated differently, depending on whether or not theywere Zynga employees at the time. Stockholders who were Zynga employees as ofMarch 29, 2012 (“Employees”) had their Lockups terminated for all of theirshares, but remained subject to Zynga’s Blackout Policy. As a result, they wereable to sell any or all of their Zynga shares on May 1, 2012. Zynga’s closing priceon that day was $8.46. Stockholders who were not Zynga employees as of March29, 2012 (“Non-Employees”) (which includes former Zynga employees, such asthe Plaintiff) remained subject to the Lockups, and were therefore first able to selltheir Zynga shares on May 29, 2012. Zynga’s closing price on that day was $6.09.

Accordingly, losses under the proposed Plan are measured as $3.18 perDamaged Share ($11.64 minus $8.46) for Class Members who were Employees,and $5.55 per Damaged Share ($11.64 minus $6.09) for Class Members who wereNon-Employees.

The proposed Plan also adjusts the recovery to Employees as against Non-Employees to account for the greater relative strength of the claims of Non-Employees. While the Director Defendants were permitted to sell only a portion oftheir shares subject to the Lockups (approximately 15%), the early release of theLockups for Employees allowed them to sell any or all of their shares on May 1,

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2012. By contrast, Non-Employees received no early release in connection with theSecondary Offering, and all of their shares remained subject to the Lockups untilMay 29, 2012. The Director Defendants have argued that the early release of 100%of Employees’ shares represented a substantial benefit that rendered the SecondaryOffering fair to them, and Class Counsel gave this argument significant weight inconcluding that the $10 million Settlement Amount was fair for the Class as awhole. To account for the greater strength of the claims of Non-Employees, theproposed Plan increases the compensation per share for Non-Employees by one-third (33.3%), resulting in a corresponding reduction in compensation per share toEmployees of slightly less than one-third (32.9%).

Class Counsel owes a duty to all Class Members to treat them equitably, andbelieves the relative strength of the claims of Employees and Non-Employeeswarrants the higher recovery per share for Non-Employees described above. ClassCounsel developed the proposed Plan without direction from the Plaintiff, who is aNon-Employee. If you believe different relative treatment of Employees and Non-Employees would be appropriate, you may communicate your views to the Court,as described in Section 19 below on page 21.

Different Treatment of Class Members Who Were Barredby Other Agreements from Selling as of March 29, 2012

Some Class Members received their Zynga shares through transactions inwhich Zynga acquired other companies. In some cases, the applicable purchaseagreements barred the recipients of shares from selling them at the time of theSecondary Offering (referred to as “resale restrictions”). The Director Defendantshave argued that stockholders subject to resale restrictions suffered no damagesbecause they were unable to participate in the Secondary Offering for reasonsunrelated to the alleged breaches of fiduciary duty at issue in the Action. ClassCounsel believes that there was a substantial prospect that the Court would haveagreed with this argument, and ruled that stockholders subject to resale restrictionsshould be denied any compensation in the Action. To reflect this risk, theproposed Plan compensates Class Members subject to resale restrictions at one-half the amount paid to Class Members who were Employees and not subject toresale restrictions.

Estimated Payment from the Settlement per Share

Based on the estimated size of the Net Settlement Fund ($7,300,000, asdiscussed above in Section 4 on page 7), the estimated payments per Zynga shareowned as of March 29, 2012 under the proposed Plan (assuming all ClassMembers submit Claim Forms that are approved for payment) are as follows:

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For Non-Employee Class Members: 8.1¢ (68.6¢ per Damaged Share)For Employee Class Members: 2.3¢ (19.8¢ per Damaged Share)For Class Members subject to resale restrictions: 1.2¢ (9.9¢ per Damaged Share)

Additional Provisions of the Proposed Plan of Allocation

Payment pursuant to the Plan of Allocation approved by the Court shall beconclusive against all Authorized Claimants. No person shall have any claimagainst the Plaintiff, Class Counsel, the Settlement Administrator or any otheragent designated by Class Counsel arising from distributions made substantially inaccordance with the Stipulation, the Plan of Allocation, or further orders of theCourt.

The Net Settlement Fund will not be distributed to Authorized Claimantsuntil the Court has approved the Settlement and the proposed Plan of Allocation(or such other allocation plan as the Court may approve), and the time periods forany petition for rehearing, appeal, or review, whether by certiorari or otherwise, ofthe Judgment approving the Settlement and the Plan of Allocation have expired.

The Director Defendants are not entitled to get back any portion of theSettlement Fund once the Court’s Judgment approving the Settlement becomesFinal (defined below). The Director Defendants shall not have any liability,obligation, or responsibility for the administration of the Settlement ordisbursement of the Net Settlement Fund or the Plan of Allocation.

Approval of the Settlement is independent from approval of the Plan ofAllocation. Any determination with respect to the Plan of Allocation will not affectthe Settlement, if approved.

The Court has reserved jurisdiction to allow, disallow, or adjust on equitablegrounds the claim of any Class Member.

Distributions from the Net Settlement Fund will be made to AuthorizedClaimants after the Judgment approving the Settlement becomes Final, thedeadline for submitting Claim Forms has expired, and the SettlementAdministrator has completed processing all Claim Forms. All checks shall becomestale ninety (90) calendar days from the date of issuance, at which time all fundsremaining for such stale checks shall be irrevocably forfeited by their payees.Following the date on which distribution checks have become stale, the SettlementAdministrator may conduct one or more further distributions of remaining funds,after payment of any unpaid or associated administrative costs, to AuthorizedClaimants who have cashed the checks issued in the prior distribution and whowould receive at least $20.00 in the further distribution. Such further distributionswill be made in the discretion of Class Counsel, in consultation with the SettlementAdministrator, in light of the amount of funds remaining and the administrative

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costs of a further distribution. Any funds remaining after completion of alldistributions shall escheat to the State of Delaware.

10. What legal rights are being released as part of the Settlement?

The Releases provided by the Stipulation are worded broadly to bar anypossible further claims related to the facts alleged in the Complaint or otherwiserelated to the Secondary Offering. Applying the broad definitions set forth in thenext section, the Settlement will, upon the Effective Date, result in the Plaintiff andall other Class Members (on behalf of themselves, their legal representatives, heirs,executors, administrators, estates, predecessors, successors, predecessors-in-interest, successors-in-interest, and assigns, and any person or entity acting for oron behalf of, or claiming under, any of them, and each of them), fully, finally, andforever, releasing, settling, and discharging the “Released Defendant Parties” fromand with respect to every one of the “Released Plaintiff Claims” (including“Unknown Claims”), and they shall thereupon be forever barred and enjoined fromcommencing, instituting, or prosecuting any “Released Plaintiff Claims” againstany of the “Released Defendant Parties.”

Under the Settlement, each of the Director Defendants and Zynga (and anyperson or entity acting for or on behalf of, or claiming under, any of them) willprovide a reciprocal release of any “Released Defendant Claims” against any of the“Released Plaintiff Parties.”

11. What should I do if I do not want to release my legal rights?

If you were mailed the Class Notice in April 2016, you were required torequest exclusion from the Class at that time and do not have a further opportunityto do so now. If you are a Class Member who was not mailed a Class Notice inApril 2016, and you do not wish to be bound by the Releases, you must request tobe excluded from the Class. If you properly request exclusion from the Class, youwill not be bound by the Releases or any orders or judgments entered in this action,but you will not be entitled to receive any payment from the Settlement.

If you wish to be excluded from the Class, you must submit a written requestfor exclusion so that it is RECEIVED by the Settlement Administrator NO LATERTHAN _________, 2017, by any of the following means:

→ By first-class or express mail to: Attn: Lee v. Pincus Settlement, c/o StrategicClaims Services, 600 N. Jackson Street, Suite 3, Media, PA 19063

→ By email to: exclusions@ZyngaLockupSettlement.com

→ By fax to: (610) 565-7985

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The request for exclusion must clearly identify the name and address of theperson seeking exclusion, the number of shares for which exclusion is requested,and clearly state that the person requests to be excluded from the Class. AREQUEST FOR EXCLUSION SHALL NOT BE EFFECTIVE UNLESS IT ISDELIVERED WITHIN THE TIME AND SUBMITTED IN THE MANNERPROVIDED FOR ABOVE.

12. Definitions

For purposes of the Settlement:a. “Authorized Claimant” means a Class Member who submits a

timely and properly executed Claim Form to the SettlementAdministrator that is approved for payment, in whole or in part,from the Net Settlement Fund.

b. “Claims” means, collectively, any and all manner of claims,demands, rights, liabilities, losses, obligations, duties, damages,costs, debts, expenses, interest, penalties, fines, sanctions, fees,actions, potential actions, causes of action, suits, agreements,judgments, decrees, matters, issues and controversies of everykind, nature or description whatsoever, for damages, injunctiverelief, or any other remedies, whether disclosed or undisclosed,accrued or unaccrued, apparent or not apparent, foreseen orunforeseen, matured or not matured, known or unknown,discoverable or undiscoverable, suspected or unsuspected,liquidated or not liquidated, fixed or contingent, which nowexist, or previously existed, including Unknown Claims,whether direct, individual, class, representative, legal, equitable,or of any other type, or in any other capacity, whether based onstate, local, foreign, federal, statutory, regulatory, common orother law or rule (including, without limitation, any claimsunder federal or state securities law, federal or state antitrustlaw, or under state disclosure law, and all claims within theexclusive jurisdiction of the federal courts) regardless of legalor equitable theory (including, without limitation, claims fornegligence, gross negligence, recklessness, deliberaterecklessness, intentional wrongdoing, fraud, breach of contract,or breach of the fiduciary duty of care and/or loyalty).

c. “Director Defendants” means Mark Pincus, John Schappert,William Gordon, Owen Van Natta and Reid Hoffman.

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d. “Effective Date” means the date upon which the Judgmentbecomes Final.

e. “Final” when referring to the Judgment, means the expiration ofany time for appeal or review of the Judgment, or, if any appealis filed and not dismissed or withdrawn, after the Judgment isupheld on appeal in all material respects and is no longersubject to review upon appeal or other review, and the time forany petition for re-argument, appeal, or review of the Judgmentor any order affirming the Judgment has expired; provided,however, that any disputes or appeals relating solely to theamount, payment, or allocation of attorneys’ fees and LitigationExpenses amongst Class Counsel shall have no effect onfinality for purposes of determining the date on which theJudgment becomes Final and shall not otherwise prevent, limit,or otherwise affect the Judgment or prevent, limit, delay, orhinder entry of the Judgment.

f. “Immediate Family” means an individual’s spouse, parents,siblings, children, grandparents, grandchildren; the spouses ofhis or her parents, siblings, and children; and the parents andsiblings of his or her spouse, and includes step and adoptiverelationships. As used in this definition, “spouse” shall includea partner in a state-recognized domestic relationship or civilunion.

g. “Litigation Expenses” means costs and expenses incurred byClass Counsel in connection with commencing, prosecuting,and resolving the Action, for which Class Counsel intend toapply to the Court for reimbursement from the SettlementAmount.

h. “Net Settlement Fund” means the Settlement Fund, less theamount of any attorneys’ fees, reimbursement of LitigationExpenses, and compensatory award to the Plaintiff approved bythe Court, Notice and Administration Costs, taxes, and taxexpenses.

i. “Non Selling Directors” means Jeffrey Katzenberg, Stanley J.Meresman and Sunil Paul.

j. “Notice and Administration Costs” means the costs, fees, andexpenses that are incurred in connection with providing noticeto the Class and administering the Settlement.

k. “Person” means an individual, natural person, corporation,partnership, limited liability company, limited partnership, joint

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venture, association, joint stock company, estate, legalrepresentative, trust, government (or any political subdivision,department, or agency thereof), and any other type of businessor legal entity.

l. “Released Claims” means collectively each and all of theReleased Defendant Claims and each and all of the ReleasedPlaintiff Claims.

m. “Released Defendant Claims” means any Claims that have beenor could have been asserted in the Action or in any court,tribunal, forum, or proceeding by the Director Defendants,Zynga, or any of them or their respective successors and assignsagainst any of the Released Plaintiff Parties, which arise out ofor relate in any way to the institution, prosecution, settlement,or dismissal of the Action; provided, however, that the ReleasedDefendant Claims shall not include claims to enforce theStipulation.

n. “Released Defendant Parties” means (i) the Director Defendantsand the Non Selling Directors, and the Immediate Family ofeach Director Defendant and Non Selling Director; (ii) for eachPerson listed in item (i), any entity in which he or she has orhad a financial interest (directly or indirectly), any estate ortrust of which he or she is a settlor or which is for the benefit ofhim or her; (iii) Zynga, Morgan Stanley, Goldman, and eachmember of the Secondary Offering underwriter syndicate, andall of their respective parents, subsidiaries, affiliates, successorsand assignees, in their respective capacities as such; and (iv) foreach and every Person listed in items (i) through (iii), theirrespective past, present and future heirs, executors,administrators, predecessors, successors, employees, agents,affiliates, analysts, assignees, associates, attorneys, auditors, co-insurers, commercial bank lenders, consultants, controllingshareholders, directors, divisions, domestic partners, employers,financial advisors, general or limited partners, general orlimited partnerships, insurers, investment advisors, investmentbankers, investment banks, investment funds, joint ventures andjoint venturers, managers, managing directors, maritalcommunities, members, officers, parents, personnel, or legalrepresentatives, principals, reinsurers, shareholders, spouses,subsidiaries (foreign or domestic), trustees, underwriters andretained professionals, in their respective capacities as such.

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o. “Released Plaintiff Claims” means any and all Claims thatPlaintiff or any other Class Member (i) asserted in the Action or(ii) could have or might have asserted in the Action and/or inany other litigation, action or forum that arise out of, are basedupon, or are related in any way, directly or indirectly, in wholeor in part, to the allegations, transactions, facts, matters,occurrences, representations or omissions involved, set forth orreferred to in the Action including, without limitation, theSecondary Offering, the negotiation, consummation orunderwriting of the Secondary Offering, or any sales of stockmade pursuant to the Secondary Offering. Released PlaintiffClaims shall not, however, include (i) any claims to enforce theSettlement, the Judgment, or the Stipulation, including, withoutlimitation, the Releases and (ii) claims asserted on behalf ofZynga in (a) the consolidated stockholder derivative actionpending in the United States District Court for the NorthernDistrict of California, entitled In re Zynga Inc. DerivativeLitigation, Lead Case No. 12-CV-4327-JSC; (b) a consolidatedstockholder derivative action pending in the Superior Court ofthe State of California, County of San Francisco, entitled In reZynga Shareholder Derivative Litigation, Lead Case No. CGC-12-522934; or (c) the stockholder derivative action pendingbefore the Court entitled Sandys v. Pincus, Del. Ch., C.A. No.9512-CB.

p. “Released Parties” means collectively each and all of theReleased Defendant Parties and each and all of the ReleasedPlaintiff Parties.

q. “Released Plaintiff Parties” means the Plaintiff, all other ClassMembers, and their respective counsel (including ClassCounsel).

r. “Releases” means the releases and liability protections set forthin Section IV of the Stipulation.

s. “Unknown Claims” means any and all Released PlaintiffClaims which the Plaintiff or any other Class Member does notknow or suspect to exist in his, her, or its favor at the time ofthe release of the Released Plaintiff Claims against the ReleasedDefendant Parties, which if known by him, her, or it, mighthave affected his, her, or its decision(s) with respect to theSettlement, and any and all Released Defendant Claims whichany Director Defendant or any other Released Party does not

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know or suspect to exist in his, her, or its favor at the time ofthe release of the Released Defendant Claims against theReleased Plaintiff Parties, which if known by him, her, or itmight have affected his, her, or its decision(s) with respect tothe Settlement. With respect to any and all Released PlaintiffClaims and Released Defendant Claims, the Parties havestipulated and agreed that upon the Effective Date, the Plaintiff,the Director Defendants, and Zynga shall have expresslywaived, and each of the Class Members shall be deemed tohave, and by operation of the Judgment shall have expressly,waived, relinquished, and released any and all provisions,rights, and benefits conferred by any law of any state orterritory of the United States or other jurisdiction, or principleof common law or foreign law, which is similar, comparable, orequivalent to Cal. Civ. Code § 1542, which provides:

A general release does not extend to claims whichthe creditor does not know or suspect to exist in hisor her favor at the time of executing the release,which if known by him or her must havematerially affected his or her settlement with thedebtor.

The Plaintiff, the Director Defendants, and Zynga haveacknowledged, and the other Class Members by operation oflaw shall be deemed to have acknowledged, that they maydiscover facts in addition to or different from those now knownor believed to be true with respect to the Released PlaintiffClaims and the Released Defendant Claims, but that it is theintention of Plaintiff, the Director Defendants, and Zynga to,and by operation of law the other Class Members shall,completely, fully, finally, and forever extinguish any and allReleased Plaintiff Claims and Released Defendant Claims,known or unknown, suspected or unsuspected, which now exist,or heretofore existed, or may hereafter exist, and without regardto the subsequent discovery of additional or different facts. ThePlaintiff, the Director Defendants, and Zynga haveacknowledged, and the other Class Members by operation oflaw shall be deemed to have acknowledged, that the inclusionof “Unknown Claims” in the definition of Released Plaintiff

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Claims and Released Defendant Claims was separatelybargained for and was a key element of the Settlement.

13. What happens if the Settlement is approved?

If the Court approves the Settlement, the Parties will ask the Court topromptly enter the Judgment and, as a result of such Judgment, the Action and theReleased Claims will be dismissed on the merits with respect to all ReleasedParties and with prejudice against the Plaintiff and all Class Members. As furtherdescribed above in Section 10 on page 13, that release and dismissal will bar theinstitution or prosecution by the Plaintiff or any other Class Member of any otheraction asserting any Released Plaintiff Claim against any of the ReleasedDefendant Parties.

Following the approval of the Settlement by the Court (and assuming theCourt’s ruling is upheld on any appeal), then the Net Settlement Fund will bedistributed to Authorized Claimants, consistent with the Plan of Allocationapproved by the Court.

14. What happens if the Settlement is not approved or does not becomefinal?

If the Effective Date does not occur or if the Stipulation is disapproved,canceled, or terminated pursuant to its terms, (a) all of the Parties to the Stipulationshall be deemed to have reverted to their respective litigation status immediatelyprior to September 28, 2016, and they shall proceed in all respects as if theStipulation had not been executed and the related orders had not been entered; (b)all of their respective claims and defenses as to any issue in the Action shall bepreserved without prejudice in any way; and (c) the statements made in connectionwith the negotiations of the Stipulation shall not be deemed to prejudice in anyway the positions of the Parties with respect to the Action, or to constitute anadmission of fact or wrongdoing by any Party, and shall not be used or entitle anyParty to recover any fees, costs, or expenses incurred in connection with theAction, and neither the existence of the Stipulation nor its contents nor anystatements made in connection with its negotiation or any settlementcommunications shall be admissible in evidence or shall be referred to for anypurpose in the Action, or in any other litigation or judicial proceeding.

15. What payments to Class Counsel and the Plaintiff are being proposed?

The Plaintiff and Class Counsel intend to petition the Court for an award ofattorneys’ fees of 25% of the Settlement Fund (the “Fee Application”). Class

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Counsel also will apply to the Court for reimbursement of Litigation Expenses ofup to $150,000 (the “Expense Reimbursement Application”), and a compensatoryaward to the Plaintiff in the amount of $20,000. Any compensatory award to thePlaintiff will be paid out of the attorneys’ fees awarded to Class Counsel. ClassCounsel will make no other application for an award of attorneys’ fees orLitigation Expenses in connection with the Action other than the Fee Applicationand the Expense Reimbursement Application. Final resolution by the Court of theFee Application and the Expense Reimbursement Application is not a preconditionto the dismissal of the Action in accordance with the Stipulation, and the FeeApplication and the Expense Reimbursement Application may be consideredseparately from the Settlement. The failure of the Court to approve the FeeApplication or the Expense Reimbursement Application in whole or in part shallhave no effect on the Settlement. The Parties acknowledge and agree that anyaward of attorneys’ fees and Litigation Expenses by the Court to Class Counselshall be paid solely out of the Settlement Fund pursuant to the Stipulation, subjectto Class Counsel’s joint and several obligation to refund or repay within fifteen(15) business days any amounts paid if as a result of any appeal and/or furtherproceedings on remand, or successful collateral attack, the amount awarded isoverturned or reduced. Class Counsel warrant that no portion of any such award ofattorneys’ fees or expenses shall be paid to the Plaintiff or any Class Member,except as approved by the Court.

16. What will happen at the Settlement Hearing?

The Court has scheduled a Settlement Hearing which will be held on__________, 2017 at __:__ __.m., in the Leonard L. Williams Justice Center,Court of Chancery, 500 North King Street, Wilmington, Delaware 19801 to:

a. determine whether the Stipulation, and the terms andconditions of the Settlement proposed in the Stipulation, arefair, reasonable, and adequate and in the best interests of theClass Members and should be approved by the Court;

b. determine whether Class Counsel have adequately representedthe Class;

c. determine whether the Judgment should be entered dismissingthe Action and the Released Claims as to the Released Partieswith prejudice as against the Plaintiff and the Class, releasingthe Released Claims, and barring and enjoining prosecution ofany and all Released Claims;

d. determine whether the proposed Plan of Allocation is fair andreasonable as to all Class Members and make any

21

modifications determined by the Court to be appropriate;e. hear and rule on any objections to the Settlement and related

matters;f. consider the application of Class Counsel for an award of

attorneys’ fees and reimbursement of expenses and payment tothe Plaintiff of a compensatory award; and

g. hear and rule on such other matters as the Court may deemappropriate.

17. Am I represented in this case?

As a Class Member, you are represented by the Plaintiff and Class Counsel,unless you enter an appearance through counsel of your own choice at your ownexpense. You are not required to retain your own counsel, but if you choose to doso, such counsel must file a notice of appearance on your behalf and must servecopies of his or her notice of appearance on the attorneys listed in Section 19below.

18. How do I participate in the Settlement Hearing?

If you wish to object to the Settlement or any of its terms, the proposed Planof Allocation, or Class Counsel’s application for attorneys’ fees andreimbursement expenses or the compensatory award to the Plaintiff, you maypresent your objections by following the instructions in the next section.

19. If I object to the Settlement, the proposed Plan of Allocation, or theproposed payments to Class Counsel and the Plaintiff, how do I informthe Court?

Any Class Member who objects to the Settlement or any of its terms, theproposed Plan of Allocation, or Class Counsel’s application for attorneys’ fees andreimbursement of expenses or the compensatory award to the Plaintiff, or whootherwise wishes to be heard, may appear in person or through counsel at theSettlement Hearing and present any evidence or argument that may be proper andrelevant. To do so, you must, no later than ten (10) business days prior to theSettlement Hearing (unless the Court otherwise directs for good cause shown), filewith the Court of Chancery, located at Leonard L. Williams Justice Center, 500North King Street, Wilmington, Delaware 19801, and serve on the attorneys listedbelow the following documents: (i) a written notice of the intention to appearidentifying the name, address and telephone number of the objector and, ifrepresented, their counsel; (ii) proof of your membership in the Class; (iii) a

22

written statement of your objections to any matter before the Court; (iv) thegrounds for such objections and the reasons for your desiring to appear and to beheard; and (v) all documents and writings which you desire the Court to consider.These papers must be served by hand delivery, overnight mail or electronic filingvia File and ServeXpress e-serve on the following attorneys:

Elizabeth M. McGeever, Esq.PRICKETT, JONES & ELLIOTT, P.A1310 North King StreetWilmington, Delaware 19801

Elena C. Norman, Esq.YOUNG CONAWAY STARGATT & TAYLOR, LLP1000 North King StreetWilmington, Delaware 19801

Bradley D. Sorrels, Esq.WILSON SONSINI GOODRICH & ROSATI, P.C.222 Delaware Avenue, Suite 800Wilmington, Delaware 19801

Even if you do not appear at the Settlement Hearing, the Court will consideryour written submission if it is served and filed in accordance with the foregoingprocedures. Any person who fails to object in the manner prescribed above shall bedeemed to have waived such objection and shall forever be barred from raisingsuch objection in the Action or any other action or proceeding.

20. How do I get further information?

This Notice does not purport to be a comprehensive description of theAction, the allegations therein, or transactions related thereto, the terms of theSettlement, or the Settlement Hearing. Additional information is available on theSettlement Website, www.ZyngaLockupSettlement.com. For further informationregarding the matters involved in this litigation, you may inspect the pleadings andother papers filed in the Action, unless sealed, at the Office of the Register inChancery in the Court of Chancery of the State of Delaware, Leonard L. WilliamsJustice Center, 500 North King Street, Wilmington, Delaware, 19801, duringregular business hours of each business day. DO NOT WRITE OR TELEPHONETHE COURT.

If you have questions regarding the Settlement, you may direct them to theSettlement Administrator or Class Counsel, as follows:

23

Attn: Lee v. Pincus Settlementc/o Strategic Claims Services600 N. Jackson Street, Suite 3Media, Pennsylvania 19063Telephone: (866) 274-4004

Elizabeth M. McGeever, Esq.Corinne Elise Amato, Esq.PRICKETT, JONES & ELLIOTT, P.A1310 North King StreetWilmington, Delaware 19801Telephone: (302) 888-6500

Dated: __________, 201__ BY ORDER OF THE COURTRegister in Chancery

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARELee v. Pincus, C.A. No. 8458-CB

CLAIM FORM

TO RECEIVE A PAYMENT FROM THE SETTLEMENT, YOU MUST COMPLETE ANDRETURN THIS CLAIM FORM WITH THE SUPPORTING DOCUMENTATIONDESCRIBED BELOW BY _______________. IF YOU HAVE QUESTIONS PLEASECONTACT THE SETTLEMENT ADMINISTRATOR TOLL-FREE AT 1-866-274-4004OR EMAIL INFO@ZYNGALOCKUPSETTLEMENT.COM.

INSTRUCTIONS

1. Please read this form and the accompanying Notice of Proposed Settlement of ClassAction (the “Settlement Notice”) thoroughly before completing this form. Capitalizedterms used in this Claim Form have the meanings given in the Settlement Notice.

2. To document your ownership of Zynga shares subject to the Lockups, pleaseenclose photocopies of the account statement(s) or other documentation for thebrokerage account(s) in which you held those shares for the month of March 2012 (orother period that includes the date March 29, 2012). Do not send originals. IF THESEDOCUMENTS ARE NOT IN YOUR POSSESSION, PLEASE CONTACT YOURBROKER. THESE DOCUMENTS ARE NECESSARY TO PROVE AND PROCESSYOUR CLAIM. Please note that the information and documentation requested by thisClaim Form is subject to verification by the Settlement Administrator. In addition, theSettlement Administrator may request additional information. In some cases, theSettlement Administrator may condition acceptance of your claim based upon theproduction of additional information.

3. Sign, date and print your name on page 4 of this form. If your shares were ownedjointly, then all joint owners must sign this form.

4. After completing and signing this form, return it, together with supportingdocumentation, no later than ________, by any of the following means:

→ By first-class or express mail to: Attn: Lee v. Pincus Settlement, c/o Strategic ClaimsServices, 600 N. Jackson Street, Suite 3, Media, PA 19063

→ Scanned copies, by email to: claims@ZyngaLockupSettlement.com

→ By fax to: (610) 565-7985

5. Claim forms submitted by email will be acknowledged upon receipt by reply email.Claim forms submitted by other means will be acknowledged within 60 days by mailedpostcard. If you do not receive timely acknowledgement, please contact the SettlementAdministrator.

EFiled: Dec 15 2016 03:41PM EST Transaction ID 59961974

Case No. 8458-CB

24844-0103-0718, v. 1

CLAIMANT INFORMATION

Name:

Address:

City: State: ZIP:

Foreign Provence: Foreign Country:

Day Phone: Evening Phone:

Email:

Social Security Number (forindividuals):

OR Taxpayer Identification Number (forestates, trusts, corporations, etc.):

HOLDINGS OF ELIGIBLE ZYNGA SHARES

State the total number of shares of Zynga common stock (Class Aor Class B) owned at the close of trading on March 29, 2012 thatwere subject to the Lockups (must be documented)

EMPLOYMENT STATUS AT ZYNGA

Were you an employee of Zynga as of March 29,2012? (documentation not required; status will beverified)

Yes No

RESALE RESTRICTIONS ON ZYNGA SHARES

Were you restricted from selling any of yourZynga shares as of March 29, 2012 by anycontractual agreement (other than theLockups or Zynga’s Blackout Policy)?(documentation not required; response willbe verified)

Yes No

If fewer than all shares,state number restricted:

34844-0103-0718, v. 1

CERTIFICATIONS

1. I certify that to the best of my knowledge, the information stated above, is true,correct and complete, that I have read the Settlement Notice, and that I believe I am aClass Member eligible to participate in the Settlement (as described in the SettlementNotice).

2. I certify that I was not offered the opportunity to participate in the Zynga secondaryoffering that closed on April 3, 2012 (the Secondary Offering).

3. I certify that I have not requested exclusion from the Class.

4. I certify that I have not assigned any claim against the Defendants related to theSecondary Offering to any other person.

5. I certify that I am not an immediate family member of, or affiliated with, any of thefollowing persons: Mark Pincus, John Schappert, William Gordon, Owen Van Natta orReid Hoffman.

6. I certify that I have not submitted any other Claim Form in this case, and know of noother person having done so (i) on my behalf, or (ii) with respect to the Zynga sharesreferenced above.

7. If I am signing below in a representative capacity (e.g., as an officer, trustee,executor, agent or stockholder representative), then I certify that I am duly authorized tosign and submit this Claim Form.

8. I certify that I am not subject to backup withholding under the Internal RevenueCode. If you have been notified by the Internal Revenue Service that you are subject tobackup withholding, please strike out the previous sentence.

ACKNOWLEDGEMENT OF RELEASE

I hereby acknowledge that I have read Sections 10 and 12 of the Settlement Notice andunderstand that upon the Effective Date (as defined in the Settlement Notice), I, onbehalf of myself, my legal representatives, heirs, executors, administrators, estates,predecessors, successors, predecessors-in-interest, successors-in-interest, andassigns, and any person or entity acting for or on behalf of, or claiming under, me, shallthereupon fully, finally, and forever, release, settle, and discharge the ReleasedDefendant Parties (as defined in the Settlement Notice) from and with respect to everyone of the Released Plaintiff Claims (as defined in the Settlement Notice), and shallthereupon be forever barred and enjoined from commencing, instituting, or prosecutingany Released Plaintiff Claims against any of the Released Defendant Parties.

SUBMISSION TO COURT’S JURISDICTION

I submit to the jurisdiction of the Court of Chancery of the State of Delaware, withrespect to my claim as a Class Member and the foregoing release.

I declare under penalty of perjury under the laws of the United States of America that allof the foregoing certifications are true and correct.

44844-0103-0718, v. 1

Date: ___________________

___________________________________ ___________________________________(Sign your name here) (Joint Owner-Sign your name here)

___________________________________ ___________________________________(Print or type your name here) (Joint Owner-Print or type your name here)

If signing in a representative capacity (e.g., as an officer, trustee, executor, agent orstockholder representative), (1) state the capacity below, and (2) if the stockholderidentified above is an individual, submit documentation of your authority (e.g., orderappointing executor).

___________________________________Capacity of Person Signing

Please be aware that it will take a significant amount of time to fully process all of theClaim Forms and distribute payments. This work will be completed as promptly as timepermits, given the need to investigate and tabulate each Claim Form. Please notify theSettlement Administrator of any change of address.

For additional information, please contact the Settlement Administrator:

Attn: Lee v. Pincus Settlementc/o Strategic Claims Services600 N. Jackson Street, Suite 3Media, PA 19063Telephone: (866) 274-4004info@ZyngaLockupSettlement.com

REMINDER CHECKLIST

o Please be sure to sign this Claim Form above. If this Claim Form is submitted onbehalf of joint claimants, then both claimants must sign.

o Please remember to attach supporting documents. Do NOT send any stockcertificates. Do NOT send originals. Keep copies of everything you submit.

o Do NOT use highlighter on the Claim Form or any supporting documents.

o If you move after submitting this Claim Form, please notify the SettlementAdministrator of the change in your address.

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

WENDY LEE, individually and on

behalf of all others similarly situated,

Plaintiff,

v.

MARK PINCUS, JOHN SCHAPPERT,

WILLIAM GORDON, REID

HOFFMAN, JEFFREY

KATZENBERG, STANLEY J.

MERESMAN, SUNIL PAUL, OWEN

VAN NATTA, MORGAN STANLEY

& CO. LLC, GOLDMAN, SACHS &

CO., and ZYNGA INC.,

Defendants.

)

)

)

)

)

)

)

)

)

)

)

)

)

)

)

)

)

C.A. No. 8458-CB

ORDER AND FINAL JUDGMENT

A hearing having been held before this Court on the _____ day of

_____________, 2017, to determine whether the terms and conditions of the

Stipulation and Agreement of Compromise, Settlement, and Release dated

December 14, 2016 (the “Stipulation”), which is incorporated herein by reference,1

and the terms and conditions of the settlement proposed in the Stipulation (the

“Settlement”), are fair, reasonable, and adequate for the settlement and compromise

of all Released Claims (defined below) that were or could have been asserted in the

1 Capitalized terms (other than proper nouns) that are not defined herein shall have

the meanings set forth in the Stipulation.

EFiled: Dec 15 2016 03:41PM EST Transaction ID 59961974

Case No. 8458-CB

2

above-captioned stockholder class action (the “Action”); and whether an order and

final judgment should be entered in the Action; and the Court having considered all

matters submitted to it at the hearing and otherwise and for the reasons stated herein.

NOW, THEREFORE, IT IS HEREBY ORDERED, ADJUDGED, AND

DECREED THAT:

1. The mailing of the Notice of Proposed Settlement of Class Action (the

“Settlement Notice”) pursuant to and in the manner prescribed in the Scheduling

Order entered on December ____, 2016 (the “Scheduling Order”), which was done

by first class mail on _______________, 201__, is hereby determined to be the best

notice practicable under the circumstances and in full compliance with Rule 23 of

the Rules of the Court of Chancery, the requirements of due process, and applicable

law. This Court has jurisdiction over the subject matter of the Action and over all

parties to the Action, including all Class Members. It is further determined that all

members of the Class (defined below), with the exception of those Persons listed in

Exhibit A hereto (which consists of Persons who requested exclusion from the Class

pursuant to the Class Notice or the Settlement Notice), are bound by this Order and

Final Judgment (this “Judgment”).

2. The Court confirms that the Action is a proper class action pursuant to

Rules 23(a) and 23(b)(3) of the Rules of the Court of Chancery and confirms its prior

Order entered December 30, 2015, certifying a Class consisting of:

3

all stockholders of Zynga, Inc. (“Zynga”) who were subject to certain

lockup restrictions on their shares of Zynga (the “Lockups”), and who

were not permitted to sell shares in an April 2012 secondary offering

(the “Secondary Offering”), including stockholders for whom the

Lockups were waived, but who were barred from selling in or at the

time of the Secondary Offering by Zynga’s trading blackout policy (the

“Blackout Policy”), and excluding defendants and any person, firm,

trust, corporation, or other entity related to or affiliated with any

defendant.

3. The Settlement of the Action as provided for in the Stipulation is hereby

adjudged to be fair, reasonable, and adequate, and in the best interests of Plaintiff

and the Class, and Class Counsel have adequately represented the Class.

4. The Parties to the Stipulation are hereby authorized and directed to

consummate the Settlement in accordance with the terms and provisions of the

Stipulation, and the Register in Chancery is directed to enter and docket this

Judgment.

5. “Claims” means, collectively, any and all manner of claims, demands,

rights, liabilities, losses, obligations, duties, damages, costs, debts, expenses,

interest, penalties, fines, sanctions, fees, actions, potential actions, causes of action,

suits, agreements, judgments, decrees, matters, issues and controversies of every

kind, nature or description whatsoever, for damages, injunctive relief, or any other

remedies, whether disclosed or undisclosed, accrued or unaccrued, apparent or not

apparent, foreseen or unforeseen, matured or not matured, known or unknown,

discoverable or undiscoverable, suspected or unsuspected, liquidated or not

4

liquidated, fixed or contingent, which now exist, or previously existed, including

Unknown Claims, whether direct, individual, class, representative, legal, equitable,

or of any other type, or in any other capacity, whether based on state, local, foreign,

federal, statutory, regulatory, common or other law or rule (including, without

limitation, any claims under federal or state securities law, federal or state antitrust

law, or under state disclosure law, and all claims within the exclusive jurisdiction of

the federal courts) regardless of legal or equitable theory (including, without

limitation, claims for negligence, gross negligence, recklessness, deliberate

recklessness, intentional wrongdoing, fraud, breach of contract, or breach of the

fiduciary duty of care and/or loyalty).

6. “Released Defendant Claims” means any Claims that have been or

could have been asserted in the Action or in any court, tribunal, forum, or proceeding

by the Director Defendants, Zynga, or any of them or their respective successors and

assigns against any of the Released Plaintiff Parties, which arise out of or relate in

any way to the institution, prosecution, settlement, or dismissal of the Action;

provided, however, that the Released Defendant Claims shall not include claims to

enforce the Stipulation.

7. “Released Plaintiff Claims” means any and all Claims that Plaintiff or

any other Class Member (i) asserted in the Action or (ii) could have or might have

asserted in the Action and/or in any other litigation, action or forum that arise out of,

5

are based upon, or are related in any way, directly or indirectly, in whole or in part,

to the allegations, transactions, facts, matters, occurrences, representations or

omissions involved, set forth or referred to in the Action including, without

limitation, the Secondary Offering, the negotiation, consummation or underwriting

of the Secondary Offering, or any sales of stock made pursuant to the Secondary

Offering. Released Plaintiff Claims shall not, however, include (i) any claims to

enforce the Settlement, this Judgment, or the Stipulation, including, without

limitation, the Releases and (ii) claims asserted on behalf of Zynga in (a) the

consolidated stockholder derivative action pending in the United States District

Court for the Northern District of California, entitled In re Zynga Inc. Derivative

Litigation, Lead Case No. 12-CV-4327-JSC; (b) a consolidated stockholder

derivative action pending in the Superior Court of the State of California, County of

San Francisco, entitled In re Zynga Shareholder Derivative Litigation, Lead Case

No. CGC-12-522934; or (c) the stockholder derivative action pending before this

Court entitled Sandys v. Pincus, Del. Ch., C.A. No. 9512-CB.

8. “Released Parties” means collectively each and all of the Released

Defendant Parties and each and all of the Released Plaintiff Parties.

9. “Released Defendant Parties” means (i) the Director Defendants and

the Non Selling Directors, and the Immediate Family of each Director Defendant

and Non Selling Director; (ii) for each Person listed in item (i), any entity in which

6

he or she has or had a financial interest (directly or indirectly), any estate or trust of

which he or she is a settlor or which is for the benefit of him or her; (iii) Zynga,

Morgan Stanley, Goldman, and each member of the Secondary Offering underwriter

syndicate, and all of their respective parents, subsidiaries, affiliates, successors and

assignees, in their respective capacities as such; and (iv) for each and every Person

listed in items (i) through (iii), their respective past, present and future heirs,

executors, administrators, predecessors, successors, employees, agents, affiliates,

analysts, assignees, associates, attorneys, auditors, co-insurers, commercial bank

lenders, consultants, controlling shareholders, directors, divisions, domestic

partners, employers, financial advisors, general or limited partners, general or

limited partnerships, insurers, investment advisors, investment bankers, investment

banks, investment funds, joint ventures and joint venturers, managers, managing

directors, marital communities, members, officers, parents, personnel, or legal

representatives, principals, reinsurers, shareholders, spouses, subsidiaries (foreign or

domestic), trustees, underwriters and retained professionals, in their respective

capacities as such.

10. “Released Plaintiff Parties” means Plaintiff, all other Class Members,

and their respective counsel (including Class Counsel).

11. “Immediate Family” means an individual’s spouse, parents, siblings,

children, grandparents, grandchildren; the spouses of his or her parents, siblings, and

7

children; and the parents and siblings of his or her spouse, and includes step and

adoptive relationships. As used in this paragraph, “spouse” shall include a partner

in a state-recognized domestic relationship or civil union.

12. “Releases” means the releases and liability protections set forth in

Paragraphs 15 and 16 of this Judgment.

13. “Unknown Claims” means any and all Released Plaintiff Claims which

Plaintiff or any other Class Member does not know or suspect to exist in his, her, or

its favor at the time of the release of the Released Plaintiff Claims against the

Released Defendant Parties, which if known by him, her, or it, might have affected

his, her, or its decision(s) with respect to the Settlement, and any and all Released

Defendant Claims which any Director Defendant or any other Released Party does

not know or suspect to exist in his, her, or its favor at the time of the release of the

Released Defendant Claims against the Released Plaintiff Parties, which if known

by him, her, or it might have affected his, her, or its decision(s) with respect to the

Settlement. With respect to any and all Released Plaintiff Claims and Released

Defendant Claims, pursuant to the Stipulation, the Parties have stipulated and agreed

that upon the Effective Date, Plaintiff, the Director Defendants, and Zynga shall

have expressly waived, and each of the Class Members shall be deemed to have, and

by operation of this Judgment shall have expressly, waived, relinquished, and

released any and all provisions, rights, and benefits conferred by any law of any state

8

or territory of the United States or other jurisdiction, or principle of common law or

foreign law, which is similar, comparable, or equivalent to Cal. Civ. Code § 1542,

which provides:

A general release does not extend to claims which the creditor does not

know or suspect to exist in his or her favor at the time of executing the

release, which if known by him or her must have materially affected his

or her settlement with the debtor.

Pursuant to the Stipulation, Plaintiff, the Director Defendants, and Zynga have

acknowledged, and the other Class Members by operation of law shall be deemed to

have acknowledged, that they may discover facts in addition to or different from

those now known or believed to be true with respect to the Released Plaintiff Claims

and the Released Defendant Claims, but that it is the intention of Plaintiff, the

Director Defendants, and Zynga to, and by operation of law the other Class Members

shall, completely, fully, finally, and forever extinguish any and all Released Plaintiff

Claims and Released Defendant Claims, known or unknown, suspected or

unsuspected, which now exist, or heretofore existed, or may hereafter exist, and

without regard to the subsequent discovery of additional or different facts. Pursuant

to the Stipulation, Plaintiff, and the Director Defendants, and Zynga have

acknowledged, and the other Class Members by operation of law shall be deemed to

have acknowledged, that the inclusion of “Unknown Claims” in the definition of

Released Plaintiff Claims and Released Defendant Claims was separately bargained

for and was a key element of the Settlement.

9

14. The Action is hereby dismissed with prejudice, on the merits, and

without costs (except as provided in the Stipulation).

15. Upon the Effective Date, Plaintiff, and all Class Members, on behalf of

themselves, their legal representatives, heirs, executors, administrators, estates,

predecessors, successors, predecessors-in-interest, successors-in-interest, and

assigns, and any person or entity acting for or on behalf of, or claiming under, any

of them, and each of them, shall thereupon fully, finally, and forever, release, settle,

and discharge the Released Defendant Parties from and with respect to every one of

the Released Plaintiff Claims, and shall thereupon be forever barred and enjoined

from commencing, instituting, or prosecuting any Released Plaintiff Claims against

any of the Released Defendant Parties.

16. Upon the Effective Date, each of the Director Defendants and Zynga,

and any person or entity acting for or on behalf of, or claiming under, any of them,

and each of them, shall thereupon fully, finally, and forever, release, settle, and

discharge the Released Plaintiff Parties from and with respect to every one of the

Released Defendant Claims, and shall thereupon be forever barred and enjoined

from commencing, instituting, or prosecuting any of the Released Defendant Claims

against any of the Released Plaintiff Parties.

17. Neither the Stipulation, nor the fact or any terms of the Settlement, nor

any communications relating thereto, shall be deemed evidence, or an admission or

10

concession by any Party or their counsel, Class Member, or any other Released

Defendant Party or Released Plaintiff Party, of any fault, liability, or wrongdoing

whatsoever, as to any facts or claims alleged or asserted in the Action, or as to the

validity or merit of any of the claims or defenses alleged or asserted in the Action.

The Stipulation is not a finding or evidence of the validity or invalidity of any claims

or defenses in the Action, any wrongdoing by any Party, Class Member, or other

Released Defendant Party or Released Plaintiff Party, or any damages or injury to

any Party, Class Member, or other Released Defendant Party or Released Plaintiff

Party. Neither the Stipulation, nor any of the terms and provisions of the Stipulation,

nor any of the negotiations or proceedings in connection therewith, nor any of the

documents or statements referred to herein or therein, nor the Settlement, nor the

fact of the Settlement, nor the Settlement proceedings, nor any statements in

connection therewith, (a) shall (i) be argued to be, used, or construed as, offered, or

received in evidence as, or otherwise constitute an admission, concession,

presumption, proof, evidence, or a finding of any liability, fault, wrongdoing, injury,

or damages, or of any wrongful conduct, acts, or omissions on the part of any of the

Released Defendant Parties or Released Plaintiff Parties, or of any infirmity of any

defense, or of any damage to Plaintiff or any other Class Member, or (ii) otherwise

be used to create or give rise to any inference or presumption against any of the

Released Defendant Parties or Released Plaintiff Parties concerning any fact or any

11

purported liability, fault, or wrongdoing of the Released Defendant Parties or

Released Plaintiff Parties or any injury or damages to any person or entity; or (b)

shall otherwise be admissible, referred to, or used in any proceeding of any nature,

for any purpose whatsoever; provided, however, that the Stipulation and/or this

Judgment may be introduced in any proceeding, whether in the Court or otherwise,

as may be necessary to argue and establish that the Stipulation and/or this Judgment

has res judicata, collateral estoppel, or other issue or claim preclusion effect or to

otherwise consummate or enforce the Settlement and/or this Judgment or to secure

any insurance rights or proceeds of any of the Released Defendant Parties or

Released Plaintiff Parties.

18. The Plan of Allocation, as set forth in the Settlement Notice, is hereby

adjudged to be fair and reasonable as to all Class Members.

19. Class Counsel are hereby awarded attorneys’ fees in the sum of

$________________ in connection with the Action, which sum the Court finds to

be fair and reasonable, and are further granted reimbursement of Litigation Expenses

in the amount of $____________. Plaintiff is hereby awarded a compensatory award

in the amount of $____________. Such sums shall be paid pursuant to the provisions

of the Stipulation. Neither Plaintiff nor Class Counsel nor counsel representing any

Class Member shall make any further or additional application for fees or expenses

to this or any other court in connection with the Released Plaintiff Claims. Neither

12

any Director Defendant nor Zynga shall bear responsibility for paying the Fee and

Expense Award. The Director Defendants, Zynga, and Released Defendant Parties

shall bear no other expenses, costs, damages, or fees alleged or incurred by Plaintiff

or by any Class Member, or by any of their attorneys, experts, advisors, agents, or

representatives, and the Director Defendants, Zynga, and Released Defendant

Parties shall have no responsibility for, and no liability with respect to, the fee and/or

expense allocation among Class Counsel and/or any other person who may assert

any claim thereto.

20. If the Effective Date does not occur, this Judgment shall be rendered

null and void and shall be vacated and all of the Parties shall be deemed to have

reverted to their respective litigation status immediately prior to September 28, 2016,

and they shall proceed in all respects as if the Stipulation had not been executed and

the related orders had not been entered, and in that event all of their respective claims

and defenses as to any issue in the Action shall be preserved without prejudice and

all funds paid into the Settlement Fund (other than administrative fees and expenses

already expended, including Notice and Administration Costs) shall revert back to

the contributor(s) of such funds; provided, however, that Paragraph 23 of the

Stipulation shall remain in full effect.

21. The binding effect of this Judgment and the obligations of the Parties

under the Settlement shall not be conditioned upon or subject to the resolution of

13

any appeal from this Judgment that relates solely to the issue of Class Counsel’s

application for an award of attorneys’ fees and expenses.

22. No person shall have any claim against Plaintiff, Class Counsel, the

Settlement Administrator, or any other agent designated by Class Counsel, which

arises from or relates to distributions made substantially in accordance with the

Stipulation, the Plan of Allocation, or further orders of the Court.

23. Without further order of this Court, the Parties may agree in writing to

reasonable extensions of time to carry out any of the provisions of the Stipulation.

24. Without affecting the finality of this Judgment in any way, this Court

reserves jurisdiction over all matters relating to the administration and

consummation of the Settlement including (a) to allow, disallow, or adjust on

equitable grounds the claim of any Class Member; or (b) to modify the Plan of

Allocation without further notice to Class Members. Any Court orders regarding a

modification of the Plan of Allocation will be posted on a dedicated website

established for the Settlement maintained by the Settlement Administrator.

Chancellor Andre Bouchard

EXHIBIT A

PERSONS EXCLUDED FROM THE CLASS

EFiled: Dec 15 2016 03:41PM EST Transaction ID 59961974

Case No. 8458-CB