MODEL N, INC. AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of March 13, 2023 1.875% Convertible Senior Notes due 2028Indenture • March 14th, 2023 • Model N, Inc. • Services-computer programming, data processing, etc. • New York
INDENTURE dated as of March 13, 2023 between MODEL N, INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
MODEL N, INC. Shares of Common Stock Underwriting AgreementUnderwriting Agreement • March 7th, 2013 • Model N, Inc. • Services-computer programming, data processing, etc. • New York
Model N, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of shares of common stock, par value $0.00015 per share (the “Common Stock”), of the Company, and the stockholder of the Company named in Schedule 2 hereto (the “Selling Stockholder”) proposes to sell to the several Underwriters an aggregate of shares of Common Stock of the Company (collectively, the “Underwritten Shares”). In addition, the Company proposes to issue and sell, at the option of the Underwriters, up to an additional shares of Common Stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
INDEMNITY AGREEMENTIndemnity Agreement • March 12th, 2013 • Model N, Inc. • Services-computer programming, data processing, etc. • Delaware
This Indemnity Agreement, dated as of , is made by and between Model N, Inc., a Delaware corporation (the “Company”), and , a director, officer or key employee of the Company or one of the Company’s subsidiaries or other service provider who satisfies the definition of Indemnifiable Person set forth below (“Indemnitee”).
SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • February 13th, 2013 • Model N Inc • Services-computer programming, data processing, etc. • Delaware
THIS SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of October 19, 2010 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation (“Bank”), and MODEL N, INC., a Delaware corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • January 5th, 2017 • Model N, Inc. • Services-computer programming, data processing, etc. • New York
This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of December 12, 2016 (the “Agreement Date”), by and among Model N, Inc., a Delaware corporation (“Acquirer”), Nexus Acquisition Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Acquirer (“Merger Sub”), Sapphire Stripe Holdings, Inc., a Delaware corporation (the “Company”), and LLR Equity Partners III, L.P., a Delaware limited partnership, as the stockholders’ agent (the “Stockholders’ Agent”). Certain other capitalized terms used herein are defined in Exhibit A.
LEASE AGREEMENT By and Between WESTPORT OFFICE PARK, LLC, a California limited liability company (“Landlord”) and MODEL N, INC., a Delaware corporation (“Tenant”) March 24, 2006Lease Agreement • December 11th, 2012 • Model N Inc • Services-computer programming, data processing, etc. • California
THIS LEASE AGREEMENT, (this “Lease”) is made and entered into as of March 24, 2006 by and between WESTPORT OFFICE PARK, LLC, a California limited liability company (“Landlord”), and MODEL N, INC., a Delaware corporation (“Tenant”).
CHANGE IN CONTROL AND SEVERANCE AGREEMENTChange in Control and Severance Agreement • May 9th, 2019 • Model N, Inc. • Services-computer programming, data processing, etc. • California
This Change in Control and Severance Agreement (the “Agreement”) is entered into by and between [•] (the “Executive”) and Model N, Inc., a Delaware corporation (the “Company”), effective as of [•] (the “Effective Date”).
AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT December 12, 2003Investors’ Rights Agreement • December 11th, 2012 • Model N Inc • Services-computer programming, data processing, etc. • California
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT is made as of the 12th day of December, 2003, by and among Model N, Inc., a Delaware corporation (the “Company”), and the investors listed on Schedule A hereto, each of which is herein referred to as an “Investor.”
ContractModel N Inc • February 13th, 2013 • Services-computer programming, data processing, etc. • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.
SUBLEASE AGREEMENTOffice Lease • August 8th, 2014 • Model N, Inc. • Services-computer programming, data processing, etc. • California
This Sublease (“Sublease”) is made and entered into as of May 12, 2014 (the “Effective Date”), by and among Openwave Mobility, Inc., a Delaware corporation, and Openwave Messaging, Inc., a Delaware corporation (collectively “Sublessor”), and Model N, Inc., a Delaware corporation (“Sublessee”).
Re: Employment AgreementModel N, Inc. • February 9th, 2016 • Services-computer programming, data processing, etc. • California
FINANCING AGREEMENT dated as of January 5, 2017 among MODEL N, INC., as the Borrower, CERTAIN SUBSIDIARIES OF THE BORROWER, as Guarantors, VARIOUS LENDERS FROM TIME TO TIME PARTY HERETO, TC Lending, LLC, as Administrative Agent, Collateral Agent and...Financing Agreement • February 8th, 2017 • Model N, Inc. • Services-computer programming, data processing, etc. • New York
This FINANCING AGREEMENT, dated as of January 5, 2017, is entered into by and among Model N, Inc., a Delaware corporation (“Company”), certain Subsidiaries of Company from time to time party hereto, as Guarantors, the Lenders from time to time party hereto, TC Lending, LLC (“TCL”), as administrative agent for the Lenders (in such capacity, “Administrative Agent”), sole lead arranger, and collateral agent for the Lenders (in such capacity, “Collateral Agent”).
Re: Employment AgreementModel N, Inc. • August 8th, 2018 • Services-computer programming, data processing, etc. • California
FORM OF RESTRICTED STOCK UNIT AGREEMENT MODEL N, INC.Restricted Stock Unit Agreement • December 9th, 2013 • Model N, Inc. • Services-computer programming, data processing, etc. • Delaware
You have been granted Restricted Stock Units (“RSUs”) subject to the terms, restrictions and conditions of the Plan, the Notice of Restricted Stock Unit Award (the “Notice”) and this Agreement.
Form of Change in Control and Severance AgreementControl and Severance Agreement • February 6th, 2017 • Model N, Inc. • Services-computer programming, data processing, etc. • California
This Change in Control and Severance Agreement (the “Agreement”) is entered into by and between _________________ (the “Executive”) and Model N, Inc., a Delaware corporation (the “Company”), on _______________ (the “Effective Date”).
OFFICE LEASEOffice Lease • May 6th, 2020 • Model N, Inc. • Services-computer programming, data processing, etc. • California
THIS OFFICE LEASE (“Lease”) is made as of April 7, 2020, by and between RV VI 777 MARINERS, LLC, a Delaware limited liability company ("Landlord") and MODEL N, INC., a Delaware corporation ("Tenant").
FIRST AMENDMENT TO LEASE (EXPANSION)Lease • December 11th, 2012 • Model N Inc • Services-computer programming, data processing, etc.
This First Amendment to Lease (the “Agreement”) is entered into as of September 22, 2007, by and between WESTPORT OFFICE PARK, LLC, a California limited liability company (“Landlord”), and MODEL N, INC., a Delaware corporation (“Tenant”), with respect to the following facts and circumstances:
Asset Purchase Agreement by and between Deloitte & Touche LLP and Model N, Inc. December 17, 2020Asset Purchase Agreement • February 9th, 2021 • Model N, Inc. • Services-computer programming, data processing, etc. • Delaware
May 7, 2018 Zack Rinat Re:Terms of Transition Dear Zack:Advisor Agreement • August 8th, 2018 • Model N, Inc. • Services-computer programming, data processing, etc. • California
On behalf of the entire Board of Directors, thank you for your service to Model N, Inc. (the “Company”) since founding the Company in 1999 and for your tenure as interim Chief Executive Officer since November 2016. As we have hired a permanent Chief Executive Officer, this letter confirms the agreement (“Agreement”) between you and the Company concerning the terms of the end of your employment and offers you certain benefits to which you would not otherwise be entitled, conditioned upon your provision of a general release of claims and covenant not to sue now and upon the Transition End Date (defined below) as provided herein. If you agree to the terms outlined herein, please sign and return this Agreement to me in the timeframe outlined below.
AGREEMENT AND PLAN OF MERGER BY AND AMONG MOUNTAIN PARENT, LLC, MOUNTAIN MERGER SUB, INC. AND MODEL N, INC. April 7, 2024Agreement and Plan of Merger • April 8th, 2024 • Model N, Inc. • Services-computer programming, data processing, etc. • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of April 7, 2024, is entered into by and among Model N, Inc., a Delaware corporation (the “Company”), Mountain Parent, LLC, a Delaware limited liability company (“Parent”), and Mountain Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”).
CREDIT AGREEMENT by and among WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, THE LENDERS THAT ARE PARTIES HERETO, as the Lenders, and MODEL N, INC., and EACH ADDITIONAL PERSON THAT IS JOINED AS A BORROWER HEREUNDER, as Borrowers...Credit Agreement • August 8th, 2018 • Model N, Inc. • Services-computer programming, data processing, etc. • California
THIS CREDIT AGREEMENT, is entered into as of May 4, 2018, by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a "Lender", as that term is hereinafter further defined), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, "Agent"), MODEL N, INC., a Delaware corporation (a "Borrower" or "Model N"), and those additional Persons that are joined as a party hereto by executing the form of Joinder attached hereto as Exhibit J-1 (each a "Borrower" and individually and collectively, jointly and severally, as "Borrowers").
SUBLEASEOffice Lease • November 15th, 2017 • Model N, Inc. • Services-computer programming, data processing, etc. • California
This Office Lease (this “Lease”) is entered into as of November 21, 2013 (the “Lease Date”), by and between the Landlord and the Tenant hereinafter named.
SECOND AMENDMENT TO LEASE (EXTENSION)Lease • December 11th, 2012 • Model N Inc • Services-computer programming, data processing, etc.
This Second Amendment to Lease (the “Agreement”) is entered into as of April 28th, 2011, by and between WESTPORT OFFICE PARK, LLC, a California limited liability company (“Landlord”), and MODEL N, INC., a Delaware corporation (“Tenant”), with respect to the following facts and circumstances:
