Exhibit 107
CALCULATION OF FILING FEE TABLES
Schedule 14A
(Form Type)
Model N, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Transaction Valuation
Proposed Maximum Aggregate Value of Transaction | Fee Rate | Amount of Filing Fee | ||||
Fees to be Paid | $1,293,526,920(1)(2)(3) | 0.0001476 | $190,925 (4) | |||
Fees Previously Paid | $0 | $0 | ||||
Total Transaction Valuation | $1,293,526,920 | |||||
Total Fees Due for Filing | $190,925 | |||||
Total Fees Previously Paid | $0 | |||||
Total Fee Offsets | $0 | |||||
Net Fee Due | $190,925 |
(1) | Title of each class of securities to which transaction applies: Common stock, $0.00015 par value per share, of Model N, Inc. (the “Common Stock”). |
(2) | Aggregate number of securities to which transaction applies: |
As of April 23, 2024, the maximum number of shares of Common Stock to which this transaction applies is estimated to be 43,117,564, which consists of:
(a) | 39,422,997 shares of Common Stock entitled to receive the per share merger consideration consisting of a $30.00 per share cash payment (the “per share merger consideration”); |
(b) | 2,337,104 shares of Common Stock underlying restricted stock units (assuming fulfillment of vesting conditions, as applicable) entitled to receive the per share merger consideration; |
(c) | 1,077,102 shares of Common Stock underlying performance-based restricted stock units (assuming maximum achievement and fulfillment of vesting conditions, as applicable) entitled to receive the per share merger consideration; |
(d) | 130,000 shares of Common Stock estimated to be issuable pursuant to the Company’s 2021 Employee Stock Purchase Plan (the “ESPP”); and |
(e) | 150,361 shares of Common Stock subject to issuance pursuant to the conversion of the Company’s 2.625% convertible senior notes due 2025 (the “2025 Convertible Notes”). |
(3) | Per unit price or other underlying value of transaction computed pursuant to Rule 0-11 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (set forth the amount on which the filing fee is calculated and state how it was determined): |
Estimated solely for the purposes of calculating the filing fee, as of April 23, 2024, the underlying maximum aggregate value of the transaction was calculated as the sum of:
(a) | the product of 39,422,997 shares of Common Stock and the per share merger consideration; |
(b) | the product of 2,337,104 shares of Common Stock underlying restricted stock units (assuming fulfillment of vesting conditions, as applicable) and the per share merger consideration; |
(c) | the product of 1,077,102 shares of Common Stock underlying performance-based restricted stock units (assuming maximum achievement and assuming fulfillment of vesting conditions, as applicable) and the per share merger consideration; |
(d) | the product of 130,000 shares of Common Stock estimated to be issuable pursuant to the ESPP and the per share merger consideration; and |
(e) | the product of 150,361 shares of Common Stock subject to issuance pursuant to the conversion of the 2025 Convertible Notes and the per share merger consideration. |
(4) | In accordance with Section 14(g) of the Exchange Act, the filing fee was determined by multiplying the sum calculated in the preceding sentence by 0.0001476. |