X0206 3 2013-03-19 0 0001118417 MODEL N, INC. MODN 0001194696 BREYER JAMES C/O ACCEL PARTNERS 428 UNIVERSITY AVENUE PALO ALTO CA 94301 1 0 1 0 Series B Preferred Stock Common Stock 1167754 I By Accel VIII L.P. Series C Preferred Stock Common Stock 310001 I By Accel VIII L.P. Series B Preferred Stock Common Stock 208548 I By Accel Internet Fund IV L.P. Series C Preferred Stock Common Stock 55362 I By Accel Internet Fund IV L.P. Series B Preferred Stock Common Stock 99624 I By Accel Investors 2000 L.L.C. Series C Preferred Stock Common Stock 26447 I By Accel Investors 2000 L.L.C. Each share of Series B Preferred Stock will automatically convert into 0.397365 shares of the Issuer's Common Stock upon the closing of the Issuer's initial public offering of Common Stock for no additional consideration, and has no expiration date. This conversion ratio reflects an adjustment following the 1-for-3 reverse stock split effected by the Issuer on February 26, 2013. Each share of Series C Preferred Stock will automatically convert into one-third shares of the Issuer's Common Stock upon the closing of the Issuer's initial public offering of Common Stock for no additional consideration, and has no expiration date. This conversion ratio reflects an adjustment following the 1-for-3 reverse stock split effected by the Issuer on February 26, 2013. The Reporting Person is a Managing Member of Accel VIII Associates L.L.C. ("A8A"), which is the General Partner of Accel VIII L.P. ("Accel VIII"), and may be deemed to share voting and investment power over the securities held by Accel VIII. The Reporting Person disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. The Reporting Person is a Managing Member of A8A, which is the General Partner of Accel Internet Fund IV L.P. ("AIF IV"), and may be deemed to share voting and investment power over the securities held by AIF IV. The Reporting Person disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. The Reporting Person is a Managing Member of Accel Investors 2000 L.L.C ("Accel 2000"), and may be deemed to share voting and investment power over the securities held by Accel 2000. The Reporting Person disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. /s/ Tracy L. Sedlock as attorney-in-fact for James W. Breyer 2013-03-19