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MODEL N INC

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To the Shareholders of MODEL N INC,

The 2020 Annual Meeting of Shareholders of MODEL N INC will be held on February 14, 2020 for Shareholders of record as of December 17, 2019.

Your vote is important, so please vote at your earliest convenience.

If you are a registered holder, to vote your proxy you will need your account's unique 11-digit Control Number, which is located in your proxy e-mail or located beneath the company and account number on the upper-right side of your proxy material.

To vote online, please click Vote Your Online Proxy.

To vote by telephone, call toll - free 1 - 800 - PROXIES (1 - 800 - 776 - 9437) in the United States or 1 - 718 - 921 - 8500 from foreign countries and follow the instructions.

To Request Paper Copies of Materials

If you are a shareholder of record who received a Notice of Availability of Proxy Materials, and wish to elect to receive a paper copy of the proxy materials, please visit the following site: Request MODEL N INC Proxy Materials.

Alternatively, you may request a hardcopy of the proxy materials via e-mail at info@astfinancial.com or phone at 1-888-Proxy-NA (1-888-776-9962) or 1-718-921-8562. Be sure to include your control number in the e-mail.

If you own shares through a broker, please follow the instructions that were provided to you by your broker/financial institution.

If you have any questions, please contact AST.

Thank You,

American Stock Transfer & Trust Company, LLC

Transfer Agent for MODEL N INC