PROS Holdings, Inc. Sample Contracts

PROS Holdings, Inc. – PROS HOLDINGS, INC. NOTICE OF GRANT OF PERFORMANCE RESTRICTED STOCK UNITS (January 18th, 2019)

PROS Holdings, Inc. (the “Company”) has granted to the Participant an award of Performance Restricted Stock Units (the “Award”) pursuant to the Company’s 2017 Equity Incentive Plan (the “Plan”) and the Performance Restricted Stock Units Agreement attached to this Grant Notice (the “Agreement”), each of which entitles the Participant to the right to receive on the applicable Settlement Date one (1) share of Stock, as follows:

PROS Holdings, Inc. – SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (December 4th, 2018)

THIS SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of December 3, 2018 (the “Effective Date”) by and between PROS, Inc., a Delaware corporation (the “Company”), PROS Holdings, Inc., a Delaware corporation (“PROS Holdings”), and Andres Reiner (the “Employee”), and amends and restates in its entirety that certain Amended and Restated Employment Agreement dated as of May 2, 2013 between the Employee and the Company. The Company and the Employee are sometimes collectively referred to herein as the “Parties” and individually referred to herein as a “Party.”

PROS Holdings, Inc. – OFFICE LEASE AGREEMENT Between THOR KIRBY 3 GROUP, LLC, a Delaware limited liability company as Landlord and PROS, INC., a Delaware corporation as Tenant (December 4th, 2018)

THIS OFFICE LEASE AGREEMENT (this “Lease”) is made and entered into as of the 30th day of November, 2018 (the “Effective Date”), between THOR KIRBY 3 GROUP, LLC, a Delaware limited liability company (“Landlord”), and PROS, INC., a Delaware corporation (“Tenant”).

PROS Holdings, Inc. – AMENDED AND RESTATED EMPLOYMENT AGREEMENT (December 4th, 2018)

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of December 3, 2018 (the “Effective Date”) by and between PROS, Inc., a Delaware corporation (the “Company”), PROS Holdings, Inc., a Delaware corporation (“PROS Holdings”), and Stefan B. Schulz (the “Employee”), and amends and restates in its entirety that certain Amended and Restated Employment Agreement dated as of March 3, 2015 between the Employee and the Company. The Company and the Employee are sometimes collectively referred to herein as the “Parties” and individually referred to herein as a “Party.”

PROS Holdings, Inc. – 3,800,000 Shares of Common Stock, par value $0.001 per share Underwriting Agreement (August 16th, 2018)
PROS Holdings, Inc. – PROS HOLDINGS, INC., ISSUER, AND [TRUSTEE], TRUSTEE INDENTURE DATED AS OF , 20 SUBORDINATED DEBT SECURITIES (August 13th, 2018)

WHEREAS, for its lawful corporate purposes, the Company has duly authorized the execution and delivery of this Indenture to provide for the issuance of subordinated debt securities (hereinafter referred to as the “Securities”), in an unlimited aggregate principal amount to be issued from time to time in one or more series as in this Indenture provided, as registered Securities without coupons, to be authenticated by the certificate of the Trustee;

PROS Holdings, Inc. – PROS HOLDINGS, INC., ISSUER, AND [TRUSTEE], TRUSTEE INDENTURE DATED AS OF , 20 SENIOR DEBT SECURITIES (August 13th, 2018)

WHEREAS, for its lawful corporate purposes, the Company has duly authorized the execution and delivery of this Indenture to provide for the issuance of debt securities (hereinafter referred to as the “Securities”), in an unlimited aggregate principal amount to be issued from time to time in one or more series as in this Indenture provided, as registered Securities without coupons, to be authenticated by the certificate of the Trustee;

PROS Holdings, Inc. – EMPLOYMENT AGREEMENT (October 10th, 2017)

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of October 9, 2017 (the “Effective Date”) by and between PROS, Inc., a Delaware corporation (the “Company”), PROS Holdings, Inc., a Delaware corporation (“PROS Holdings”), and Thomas Dziersk (the “Employee”). The Company and the Employee are sometimes collectively referred to herein as the “Parties” and individually referred to herein as a “Party.”

PROS Holdings, Inc. – Re: Employment Offer Dear Tom, (October 6th, 2017)

On behalf of PROS Inc. (the “Company”), I am pleased to extend to you this offer of employment as Executive Vice President, Worldwide Sales of the Company, reporting to Andres Reiner, President and CEO. You would be a regular, full-time exempt employee, and dedicate your best efforts and knowledge exclusively to the advancement and interest of the Company. The terms of the offer of employment, which remain subject only to final approval by the Compensation and Leadership Development Committee of the Board of Directors of PROS Holdings, Inc. (“Compensation Committee”) are as follows:

PROS Holdings, Inc. – PROS NOTICE OF GRANT OF MSUS AND MARKET STOCK UNITS AWARD AGREEMENT (August 3rd, 2017)

PROS Holdings, Inc. (the “Company”), pursuant to its 2017 Equity Incentive Plan (the “Plan”), hereby grants to the holder listed below (the “Participant”), an award (the “Award”) of Market Stock Units (the “Units”), each of which is a right to receive the value of one (1) share of Stock, on the terms and conditions set forth herein and in the Market Stock Units Award Agreement attached hereto (the “Award Agreement”) and the Plan, which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice and the Award Agreement.

PROS Holdings, Inc. – PROS NOTICE OF GRANT OF STOCK OPTION (August 3rd, 2017)

PROS Holdings, Inc. (the “Company”) has granted to the Participant an option (the “Option”) to purchase certain shares of Stock pursuant to the PROS 2017 Equity Incentive Plan (the “Plan”) and the Stock Option Agreement attached to this Grant Notice (the “Agreement”), as follows:

PROS Holdings, Inc. – PROS NOTICE OF GRANT OF RESTRICTED STOCK UNITS (August 3rd, 2017)

PROS Holdings, Inc. (the “Company”) has granted to the Participant an award (the “Award”) of certain units pursuant to the PROS 2017 Equity Incentive Plan (the “Plan”) and the Restricted Stock Units Agreement attached to this Grant Notice (the “Agreement”), each of which represents the right to receive on the applicable Settlement Date one (1) share of Stock, as follows:

PROS Holdings, Inc. – AGREEMENT AND PLAN OF MERGER BY AND AMONG PROS HOLDINGS, INC., WISDOM U.S. MERGER SUB CORPORATION, VAYANT TRAVEL TECHNOLOGIES, INC. AND NEVEQ CAPITAL PARTNERS LIMITED, AS STOCKHOLDERS’ AGENT AUGUST 3, 2017 (August 3rd, 2017)
PROS Holdings, Inc. – PROS NOTICE OF GRANT OF STOCK APPRECIATION RIGHTS (August 3rd, 2017)

PROS Holdings, Inc. (the “Company”) has granted to the Participant an award of Stock Appreciation Rights (the “Award”) pursuant to the PROS 2017 Equity Incentive Plan (the “Plan”) and the Stock Appreciation Rights Agreement attached to this Grant Notice (the “Agreement”), as follows:

PROS Holdings, Inc. – PROS NOTICE OF GRANT OF PERFORMANCE RESTRICTED STOCK UNITS (August 3rd, 2017)

PROS Holdings, Inc. (the “Company”) has granted to the Participant an award of Performance Restricted Stock Units (the “Award”) pursuant to the PROS 2017 Equity Incentive Plan (the “Plan”) and the Performance Restricted Stock Units Agreement attached to this Grant Notice (the “Agreement”), each of which entitles the Participant to the right to receive on the applicable Settlement Date one (1) share of Stock, as follows:

PROS Holdings, Inc. – PROS 2017 Equity Incentive Plan (August 3rd, 2017)
PROS Holdings, Inc. – PROS HOLDINGS, INC. AND WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of June 21, 2017 2.00% Convertible Senior Notes due 2047 (June 22nd, 2017)
PROS Holdings, Inc. – [FORM OF] PRIVATE PLACEMENT PURCHASE AGREEMENT (June 21st, 2017)

[            ] (the “Undersigned”), for itself and on behalf of the beneficial owners listed on Exhibit A hereto (the “Accounts”) for whom the Undersigned holds contractual and investment authority (each Account, as well as the Undersigned if it is acquiring Purchased Notes (as defined below) hereunder, a “Purchaser”), enters into this Private Placement Purchase Agreement (this “Agreement”) with PROS Holdings, Inc., a Delaware corporation (the “Company”), on June 15, 2017, whereby the Purchasers will purchase (the “Purchase”) the Company’s new 2.00% Convertible Senior Notes due 2047 (the “Notes”), that will be issued pursuant to the provisions of an indenture to be dated as of the Closing Date (as defined below) (the “Indenture”) by and between the Company and Wilmington Trust, National Association, as Trustee (the “Trustee”).

PROS Holdings, Inc. – NINTH AMENDMENT TO CREDIT AGREEMENT (June 16th, 2017)

THIS CREDIT AGREEMENT (this "Agreement"), is entered into as of July 2, 2012, 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 the Lenders (in such capacity, together with its successors and assigns in such capacity, "Agent"), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as lead arranger (in such capacity, together with its successors and assigns in such capacity, the "Lead Arranger"), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as sole book runner (in such capacity, together with its successors and assigns in such capacity, the "Sole Book Runner"), and PROS, INC., a Delaware corporation ("Borrower").

PROS Holdings, Inc. – PROS ANNOUNCES PRIVATE OFFERING OF $106.25 MILLION OF CONVERTIBLE SENIOR NOTES DUE 2047 (June 16th, 2017)

HOUSTON - June 15, 2017 - PROS Holdings, Inc. (NYSE: PRO) (the “Company”), a cloud software company powering the shift to modern commerce, today announced the offering of $106,250,000 aggregate principal amount at maturity of convertible senior notes due 2047 (the “Convertible Notes”). Each $1,000 principal amount at maturity of Convertible Notes will have an issue price of $880. The Convertible Notes will be offered by the Company in private placements to qualified institutional buyers within the meaning of Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”).

PROS Holdings, Inc. – INDEMNIFICATION AGREEMENT (February 15th, 2017)

This Indemnification Agreement (“Agreement”) dated ____________________, 20__, is made between PROS Holdings, Inc., a Delaware corporation (the “Company”), and ______________________________(the “Indemnitee”).

PROS Holdings, Inc. – PROS HOLDINGS, INC. NOTICE OF AWARD OF MARKET STOCK UNITS (February 15th, 2017)

PROS Holdings, Inc., a Delaware corporation (the “Company”), pursuant to its 2007 Equity Incentive Plan (the “Plan”), hereby grants to the holder listed below (the “Participant”), an award (the “Award”) of Market Stock Units (the “Units”), each of which is a right to receive the value of one (1) share of Stock, on the terms and conditions set forth herein and in the Market Stock Units Award Agreement attached hereto (the “Award Agreement”) and the Plan, which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice and the Award Agreement.

PROS Holdings, Inc. – SEVENTH AMENDMENT TO CREDIT AGREEMENT (February 2nd, 2017)

THIS SEVENTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is entered into as of January 27, 2017, by and among WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent ("Agent") for the Lenders (as defined in the Credit Agreement referred to below), the Lenders party hereto, and PROS, INC., a Delaware corporation ("Borrower").

PROS Holdings, Inc. – 3©PROS Holdings, Inc. All rights reserved. Use of GAAP and Non-GAAP Financial Information PROS has provided in this release certain financial measures, including, but not limited to, non-GAAP revenue, gross margin, EBITDA and bookings, that have not been prepared in accordance with GAAP. We use non-GAAP financial measures internally in analyzing our financial results and are among the primary factors our management uses in planning for and forecasting future periods. As a result, we believe these measures are useful to investors, as a supplement to GAAP measures, in evaluating our ongoing oper (November 10th, 2016)
PROS Holdings, Inc. – PROS HOLDINGS, INC. NOTICE OF GRANT OF PERFORMANCE RESTRICTED STOCK UNITS (September 12th, 2016)
PROS Holdings, Inc. – GENERAL RELEASE (August 2nd, 2016)

In consideration for the mutual promises described in that certain Employment Agreement dated February 10, 2014 (“Employment Agreement”) executed between PROS, Inc., a Delaware corporation (the “Company”) and D. Blair Crump (the “Employee”) and the consideration set forth below, the parties enter into the following General Release (“General Release”) and agree as follows:

PROS Holdings, Inc. – EMPLOYMENT AGREEMENT (March 5th, 2015)

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of March 3, 2015 (the “Effective Date”) by and between PROS, Inc., a Delaware corporation (the “Company”), PROS Holdings, Inc., a Delaware corporation (“PROS Holdings”), and Stefan B. Schulz (the “Employee”). The Company and the Employee are sometimes collectively referred to herein as the “Parties” and individually referred to herein as a “Party.”

PROS Holdings, Inc. – THIRD AMENDED AND RESTATED EMPLOYMENT AGREEMENT (January 8th, 2015)

THIS THIRD AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of January 6, 2015 (the “Effective Date”) by and between PROS, Inc., a Delaware corporation (the “Company”), PROS Holdings, Inc., a Delaware corporation (“PROS Holdings”), and Charles Murphy (the “Employee”), and amends and restates in its entirety that certain Second Amended and Restated Employment Agreement dated as of April 8, 2014, that Amended and Restated Employment Agreement dated as of May 2, 2013, that amended and restated that Employment Agreement dated as of September 30, 2005 between the Employee and the Company, as successor-in-interest to PROS Revenue Management, L.P., as amended on April 2, 2007 and as further amended on March 24, 2009. The Company and the Employee are sometimes collectively referred to herein as the “Parties” and individually referred to herein as a “Party.”

PROS Holdings, Inc. – 2.00% Convertible Senior Notes Due 2019 (December 10th, 2014)
PROS Holdings, Inc. – Deutsche Bank (December 10th, 2014)
PROS Holdings, Inc. – Deutsche Bank (December 10th, 2014)
PROS Holdings, Inc. – UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREUNDER IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE (December 10th, 2014)

THIS SECURITY AND THE COMMON STOCK, IF ANY, ISSUABLE UPON CONVERSION OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER:

PROS Holdings, Inc. – To: PROS Holdings, Inc.3100 Main Street, Suite 900Houston, Texas 77002 A/C: 46975678 From: Goldman, Sachs & Co. Re: Base Issuer Warrant Transaction Ref. No: SDB2502401274 Date: December 4, 2014 (December 10th, 2014)

The purpose of this communication (this “Confirmation”) is to set forth the terms and conditions of the above-referenced transaction entered into on the Trade Date specified below (the “Transaction”) between Goldman, Sachs & Co. (“Dealer”) and PROS Holdings, Inc. (“Issuer”). This communication constitutes a “Confirmation” as referred to in the Agreement specified below.

PROS Holdings, Inc. – GOLDMAN, SACHS & CO. | 200 WEST STREET | NEW YORK, NEW YORK 10282-2198 | TEL: 212-902-1000 (December 10th, 2014)

The purpose of this communication (this “Confirmation”) is to set forth the terms and conditions of the above-referenced transaction entered into on the Trade Date specified below (the “Transaction”) between Goldman, Sachs & Co. (“Dealer”) and PROS Holdings, Inc. (“Counterparty”). This communication constitutes a “Confirmation” as referred to in the Agreement specified below.

PROS Holdings, Inc. – 2.00% Convertible Senior Notes due 2019 (December 10th, 2014)