Employment agreement dated July 28, 2017 by and between Registrant and Neeraj Gokhale

July 25, 2017

Neeraj Gokhale

Dear Neeraj,

I am very pleased to offer you the position of Senior Vice President, Chief Product Officer, based out of our Redwood City, CA office, reporting to me.

Your starting annualized base salary will be $300,000 payable on a semi-monthly basis. In addition, on a yearly basis, you will be eligible to participate in Model N’s Executive Bonus Plan at an annualized target bonus of $150,000 based on specific company and personal objectives. During the current fiscal year, your eligibility for a performance bonus will be prorated based on your start date.

I will recommend to the Compensation Committee of our Board of Directors that you be granted Restricted Stock Units (“RSUs”) with a value of $750,000 USD and Performance-Based RSUs (“PB-RSUs”) with a value of

$250,000 USD of Model N, Inc. through our Equity Incentive Plan. The RSUs are time based and vest over a four-year period with 25% vesting on each annual anniversary of the 15th day of the second month of the quarter of your start date. The PB-RSUs vest over a three-year period with 50% vesting on the second and third annual anniversary of February 15, 2017.

Additionally, I will recommend to the Compensation Committee of our Board of Directors that you be granted Restricted Stock United (“Additional RSUs”) with a value of $100,000 of Model N, Inc. through our Equity Incentive Plan. The Additional RSUs are time based and vest as to 50% on each of the 6-month and 12-month anniversary of the 15th day of the second month of the quarter of your start date, respectively.

We will provide additional details on the three grants upon Compensation Committee approval.

In addition, as an employee of Model N, you will be eligible to participate in our Employee Stock Purchase Program (ESPP). The ESPP offers employees the opportunity to purchase Model N stock at a 15% discount using post-tax payroll deductions. Enrollment into the program occurs twice a year in February and August.

You are also eligible for employee benefits starting on your first day. More information will be sent to you following acceptance of this offer.

While you render services to Model N, you also will not assist any person or organization in competing with Model N, in preparing to compete with Model N, or in hiring any employees of Model N.

This offer is subject to your submission of an I-9 form and satisfactory documentation respecting your identification and right to work in the United States no later than (3) days after your employment begins. The offer is also contingent on approval by the Compensation Committee and satisfactory completion of reference checks and a background check, which we will initiate with your permission after receiving your acceptance.

As an employee, you may terminate employment at any time and for any reason whatsoever with notice to Model N. We request that in the event of resignation, you give the company two weeks’ notice. Similarly, Model N may terminate your employment at any time and for any reason whatsoever, with or without cause or advance notice. In addition, we will enter into our standard form Change in Control and Severance Agreement with you, which

provides for (i) acceleration of equity vesting in the event of a change in control of Model N and (ii) continuation of base salary and benefits for six months post-termination, in each case, subject to and as further described in such agreement.

We are currently forecasting your start date as August 7, 2017.

To indicate your acceptance of this offer, please sign and date this letter and return it to Model N. For your convenience, you may sign electronically via DocuSign, or you may scan and email your signed letter (both pages) to Amelia Generalis at ***@***. This offer will expire at the end of day on July 28, 2017.