X0206 3 2013-03-19 0 0001118417 MODEL N, INC. MODN 0001299074 Meritech Management Associates II L.L.C. 245 LYTTON AVENUE SUITE 350 PALO ALTO CA 94301 0 0 1 0 0001299073 Meritech Capital Associates II L.L.C. 245 LYTTON AVENUE SUITE 350 PALO ALTO CA 94301 0 0 1 0 0001255154 MERITECH CAPITAL AFFILIATES II LP 245 LYTTON AVENUE SUITE 350 PALO ALTO CA 94301 0 0 1 0 0001119133 MERITECH CAPITAL PARTNERS II LP 245 LYTTON AVENUE SUITE 350 PALO ALTO CA 94301 0 0 1 0 0001255151 MADERA PAUL S 245 LYTTON AVENUE SUITE 350 PALO ALTO CA 94301 0 0 1 0 0001255152 GORDON MICHAEL B 245 LYTTON AVENUE SUITE 350 PALO ALTO CA 94301 0 0 1 0 0001130610 MCP ENTREPRENEUR PARTNERS II LP 245 LYTTON AVENUE SUITE 350 PALO ALTO CA 94301 0 0 1 0 Series C Preferred Stock Common Stock 2306044 I By Meritech Capital Partners II L.P. Series C Preferred Stock Common Stock 59337 I By Meritech Capital Affiliates II L.P. Series C Preferred Stock Common Stock 17634 I By MCP Entrepreneur Partners II L.P. 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. Shares held directly by Meritech Capital Partners II L.P. ("MCP II"). Meritech Management Associates II L.L.C., a managing member of Meritech Capital Associates II L.L.C., the general partner of MCP II, and Paul S. Madera and Michael B. Gordon, the managing members of Meritech Management Associates II L.L.C., may be deemed to share voting and dispositive power over the shares held by MCP II. Such persons and entities disclaim beneficial ownership of shares held by MCP II except to the extent of any pecuniary interest therein. Shares held directly by Meritech Capital Affiliates II L.P. "(MCA II"). Meritech Management Associates II L.L.C., a managing member of Meritech Capital Associates II L.L.C., the general partner of MCA II, and Paul S. Madera and Michael B. Gordon, the managing members of Meritech Management Associates II L.L.C., may be deemed to share voting and dispositive power over the shares held by MCA II. Such persons and entities disclaim beneficial ownership of shares held by MCA II except to the extent of any pecuniary interest therein. Shares held directly by MCP Entrepreneur Partners II L.P. ("Entrepreneur"). Meritech Management Associates II L.L.C., a managing member of Meritech Capital Associates II L.L.C., the general partner of Entrepreneur, and Paul S. Madera and Michael B. Gordon, the managing members of Meritech Management Associates II L.L.C., may be deemed to share voting and dispositive power over the shares held by Entrepreneur. Such persons and entities disclaim beneficial ownership of shares held by Entrepreneur except to the extent of any pecuniary interest therein. /s/ Paul S. Madera, as a managing member of Meritech Management Associates II L.L.C 2013-03-19 /s/ Paul S. Madera, as a managing member of Meritech Management Associates II L.L.C., a managing member of Meritech Capital Associates II L.L.C. 2013-03-19 /s/ Paul S. Madera, as a managing member of Meritech Management Associates II L.L.C., a managing member of Meritech Capital Associates II L.L.C., the general partner of Meritech Capital Partners II L.P. 2013-03-19 /s/ Paul S. Madera, as a managing member of Meritech Management Associates II L.L.C., a managing member of Meritech Capital Associates II L.L.C., the general partner of Meritech Capital Affiliates II L.P 2013-03-19 /s/ Paul S. Madera, as a managing member of Meritech Management Associates II L.L.C., a managing member of Meritech Capital Associates II L.L.C., the general partner of MCP Entrepreneur Partners II L.P. 2013-03-19 /s/ Paul S. Madera 2013-03-19 /s/ Michael B. Gordon 2013-03-19