—] Shares ZYNGA INC. CLASS A COMMON STOCK, $0.00000625 PAR VALUE UNDERWRITING AGREEMENT March [—], 2012Underwriting Agreement • March 23rd, 2012 • Zynga Inc • Services-computer processing & data preparation • New York
The undersigned understands that Zynga Inc., a Delaware corporation (the “Company”), proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Morgan Stanley & Co. LLC and Goldman, Sachs & Co. (together, the “Representatives”), providing for the public offering (the “Offering”) pursuant to a Registration Statement on Form S-1, by the several underwriters, including the Representatives (the “Underwriters”), of shares of the Class A Common Stock, $0.00000625 par value, of the Company (the “Common Stock”). For purposes of this letter agreement, Common Stock will include shares of the Company’s Class A Common Stock, Class B Common Stock and Class C Common Stock and any securities convertible into or exercisable or exchangeable for such Common Stock and any shares issued as a dividend or other distribution with respect to or in exchange for or in replacement of such Common Stock as a result of any stock dividend, stock split, combination of shares, reorganization,
