3,800,000 Shares of Common Stock, par value $0.001 per share Underwriting AgreementPROS Holdings, Inc. • August 16th, 2018 • Services-computer programming services • New York
PROS Holdings 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” or “you”), an aggregate of 3,800,000 shares of common stock, par value $0.001 per share (“Common Stock”), of the Company, and certain stockholders of the Company named in Schedule 2 hereto (the “Underwritten Shares”). In addition, the Company proposes to issue and sell, at the option of the Underwriters, up to an additional 570,000 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”.
PROS HOLDINGS, INC., ISSUER, AND [TRUSTEE], TRUSTEE INDENTURE DATED AS OF , 20 SENIOR DEBT SECURITIESIndenture • August 13th, 2018 • PROS Holdings, Inc. • Services-computer programming services • New York
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., ISSUER, AND [TRUSTEE], TRUSTEE INDENTURE DATED AS OF , 20 SUBORDINATED DEBT SECURITIESPROS Holdings, Inc. • August 13th, 2018 • Services-computer programming services • New York
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;
TENTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • May 2nd, 2019 • PROS Holdings, Inc. • Services-computer programming services • New York
THIS TENTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is entered into as of April 30, 2019, 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.PROS Holdings, Inc. • September 16th, 2020 • Services-computer programming services • New York
Article 1DEFINITIONS Section 1.01. Definitions Section 1.02. References to Interest Article 2ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF NOTES Section 2.01. Designation and Amount Section 2.02. Form of Notes Section 2.03. Date and Denomination of Notes; Payments of Interest and Defaulted Amounts Section 2.04. Execution, Authentication and Delivery of Notes Section 2.05. Exchange and Registration of Transfer of Notes; Restrictions on Transfer; Depositary Section 2.06. Mutilated, Destroyed, Lost or Stolen Notes Section 2.07. Temporary Notes Section 2.08. Cancellation of Notes Paid, Converted, Etc Section 2.09. CUSIP Numbers Section 2.10. Additional Notes; Repurchases Article 3SATISFACTION AND DISCHARGE Section 3.01. Satisfaction and Discharge Article 4PARTICULAR COVENANTS OF THE COMPANY Section 4.01. Payment of Principal and Interest Section 4.02. Maintenance of Office or Agency Section 4.03. Appointments to Fill Vacancies in Trustee’s Office Section 4.04. Provisions as
INDEMNIFICATION AGREEMENTIndemnification Agreement • February 15th, 2017 • PROS Holdings, Inc. • Services-computer programming services • Delaware
This Indemnification Agreement (“Agreement”) dated ____________________, 20__, is made between PROS Holdings, Inc., a Delaware corporation (the “Company”), and ______________________________(the “Indemnitee”).
PROS Holdings, Inc.Purchase Agreement • May 7th, 2019 • PROS Holdings, Inc. • Services-computer programming services • New York
PROS Holdings, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Purchasers named in Schedule I hereto (the “Purchasers”), for whom you are acting as representative (the “Representative”), an aggregate of $125,000,000 principal amount of its 1.00% Convertible Senior Notes due 2024 (the “Firm Securities”), convertible into cash, shares (the “Underlying Shares”) of common stock of the Company, par value $0.001 per share (“Stock”) or a combination of cash and Underlying Shares, at the Company’s election, and at the option of the Representative on behalf of the Purchasers, up to an aggregate of $18,750,000 additional principal amount of 1.00% Convertible Senior Notes due 2024 (the “Optional Securities”). The Firm Securities and the Optional Securities are herein collectively called the “Securities”. If Schedule I hereto includes only the Representative, then the term “Purchasers” as used herein shall refer so
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • February 14th, 2024 • PROS Holdings, Inc. • Services-computer programming services • Texas
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of November 8, 2023 (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 December 3, 2018 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. 5,000,000 Shares of Common Stock Underwriting AgreementPROS Holdings, Inc. • November 27th, 2007 • Services-computer programming services • New York
CREDIT AGREEMENT among PROS, INC., as Borrower THE GUARANTORS FROM TIME TO TIME PARTY HERETO THE LENDERS FROM TIME TO TIME PARTY HERETO and TEXAS CAPITAL BANK, as Administrative Agent and L/C Issuer TCBI SECURITIES, INC., as Sole Lead Arranger and...Credit Agreement • July 24th, 2023 • PROS Holdings, Inc. • Services-computer programming services • Texas
THIS CREDIT AGREEMENT (as the same may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of July 21, 2023, is among PROS, INC., a Delaware corporation (“Borrower”), PROS HOLDINGS, INC., a Delaware corporation (“Holdings”), each of the Guarantors from time to time party hereto, the lenders from time to time party hereto (collectively, the “Lenders” and each, individually, a “Lender”), and TEXAS CAPITAL BANK, a Texas state bank, as Administrative Agent and L/C Issuer.
INDEMNIFICATION AGREEMENTIndemnification Agreement • June 11th, 2007 • PROS Holdings, Inc. • Services-computer programming services • Delaware
This Agreement made and entered into this day of , (the "Agreement"), by and between PROS Holdings, Inc., a Delaware corporation (the "Company," which term shall include, where appropriate, any Entity (as hereinafter defined) controlled, directly or indirectly, by the Company) and (the "Indemnitee"):
PROS HOLDINGS, INC. EXCHANGE AGREEMENTExchange Agreement • May 7th, 2019 • PROS Holdings, Inc. • Services-computer programming services
INDEMNITY AGREEMENTIndemnity Agreement • August 21st, 2013 • PROS Holdings, Inc. • Services-computer programming services • Delaware
This Indemnity Agreement (this “Agreement”) is made and entered into on __________, 2013, by and between PROS Holdings, Inc., a Delaware corporation (the “Company”), and _____________ (“Indemnitee”).
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • May 15th, 2007 • PROS Holdings, Inc. • Services-computer programming services
This AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (this "Amendment") is entered into by and between PROS Revenue Management, L.P., a Delaware limited partnership (the "Company"), and Charles H. Murphy (the "Executive") as of April 2, 2007. Terms not otherwise defined herein shall have the meanings ascribed to them under that certain Employment Agreement dated as of September 30, 2005 by and between the Executive and the Company (the "Prior Agreement").
EMPLOYMENT AGREEMENTEmployment Agreement • April 4th, 2007 • PROS Holdings, Inc. • Texas
THIS EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into as of September 30, 2005 (the "Effective Date") by and between PROS Revenue Management, L.P., a Delaware limited partnership (the "Company"), and Albert Winemiller (the "Employee"). The Company and the Employee are sometimes collectively referred to herein as the "Parties" and individually referred to herein as a "Party."
EMPLOYMENT AGREEMENTEmployment Agreement • August 7th, 2008 • PROS Holdings, Inc. • Services-computer programming services • Texas
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of April 24, 2008 (the “Effective Date”) by and between PROS Revenue Management, L.P., a Delaware limited partnership (the “Company”), and Jeffrey Robinson (the “Employee”). The Company and Employee are sometimes collectively referred to herein as the “Parties” and individually referred to herein as a “Party.”
AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENTEmployment Agreement • March 26th, 2009 • PROS Holdings, Inc. • Services-computer programming services
This AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT (this “Amendment”) is entered into by and between PROS Revenue Management, L.P., a Delaware limited partnership (the “Company”), and Albert E. Winemiller (the “Executive”) as of March 24, 2009. Terms not otherwise defined herein shall have the meanings ascribed to them under that certain Employment Agreement dated as of September 30, 2005 by and between the Executive and the Company, as amended by Amendment No. 1 to Employment Agreement, dated April 2, 2007 (collectively, the “Prior Agreement”).
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, 2017Agreement and Plan of Merger • August 3rd, 2017 • PROS Holdings, Inc. • Services-computer programming services • Delaware
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 4th, 2007 • PROS Holdings, Inc. • Delaware
This Registration Rights Agreement (this "Agreement") is entered into effective as of April 13, 2000, by and between PROS Revenue Management, Inc., a Delaware corporation (the "Company"), and Robert Salter (the "Stockholder").
TWELFTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • February 12th, 2021 • PROS Holdings, Inc. • Services-computer programming services
THIS TWELFTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is entered into as of October [___], 2019, 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").
April 28, 2020PROS Holdings, Inc. • May 13th, 2020 • Services-computer programming services
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • December 5th, 2014 • PROS Holdings, Inc. • Services-computer programming services
THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this "Third Amendment") is entered into as of December 3, 2014, 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").
OFFICE LEASE AGREEMENT Between THOR KIRBY 3 GROUP, LLC, a Delaware limited liability company as Landlord and PROS, INC., a Delaware corporation as TenantOffice Lease Agreement • December 4th, 2018 • PROS Holdings, Inc. • Services-computer programming services • Texas
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”).
AGREEMENT AND PLAN OF MERGER By and Among PROS HOLDINGS INC., WORLDWIDE MERGER SUB, LLC EVERYMUNDO, LLC AND SETH CASSEL, SOLELY IN HIS CAPACITY AS AGENT OF THE UNITHOLDERS Dated as of November 30, 2021Agreement and Plan of Merger • November 30th, 2021 • PROS Holdings, Inc. • Services-computer programming services • Delaware
OFFICE LEASEOffice Lease • April 4th, 2007 • PROS Holdings, Inc. • Texas
This Office Lease (the "Lease") is entered into, and shall be effective, as of the 31st day of January 2001 (the "Effective Date"), by and between Houston Community College System, a local governmental entity organized pursuant to the Texas Education Code ("Landlord") and PROS Revenue Management, Inc., ("Tenant").
PROS STRATEGIC SOLUTIONS, INC. AMENDED AND RESTATED STOCKHOLDERS' AGREEMENTStockholders' Agreement • April 4th, 2007 • PROS Holdings, Inc.
Agreed to on behalf of the Investors, the Founding Stockholders, the Stockholders and the Company pursuant to Section 3.12 of the Agreement.
EMPLOYMENT AGREEMENTEmployment Agreement • May 13th, 2020 • PROS Holdings, Inc. • Services-computer programming services • Texas
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of May 13, 2020 (the “Effective Date”) by and between PROS Canada Operations, Ltd. (the “Company”), PROS Holdings, Inc., a Delaware corporation (“PROS Holdings”), and Les Rechan (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. Exchange Agreement August 23, 2023Exchange Agreement • August 24th, 2023 • PROS Holdings, Inc. • Services-computer programming services • New York
EXCHANGE AGREEMENT, dated as of August 23, 2023, between PROS Holdings, Inc., a Delaware corporation (the “Company”), and the undersigned investor (the “Investor”), on its own behalf and on behalf of each of the beneficial owners listed on Exhibit A hereto (each, an “Account”) for whom the Investor holds contractual and investment authority (each Account, including the Investor if it is exchanging Existing Notes in the Exchange (each, as defined below) on its own behalf, an “Exchanging Investor”). If there is only one Account or Exchanging Investor, then each reference thereto in this Exchange Agreement will be deemed to refer to such Account or Exchanging Investor, as applicable, in the singular, mutatis mutandis.
TERMINATION AGREEMENT dated as of May [___], 2019 Between PROS Holdings, Inc. and [_______]Termination Agreement • May 7th, 2019 • PROS Holdings, Inc. • Services-computer programming services • New York
THIS TERMINATION AGREEMENT (this “Agreement”) with respect to the Issuer Warrant Confirmations (as defined below) is made as of May [___], 2019, between PROS Holdings, Inc. (“Company”) and [_______] (“Dealer”).
STOCKHOLDERS' AGREEMENTStockholders' Agreement • May 15th, 2007 • PROS Holdings, Inc. • Services-computer programming services • Texas
This Stockholders' Agreement (the "Agreement") is made and entered into as of August 26, 2005 by and among Ron and Marriette Woestemeyer (together, the "Woestemeyers"), Joetta W. Moulden as trustee of the Woestemeyer 1999 Gift Trust, Albert Winemiller, the Albert Winemiller Limited Partnership and Charles H. Murphy (on behalf of himself and the Murphy family stockholders).
PROS HOLDINGS, Inc. Shares of Common Stock Underwriting AgreementPROS Holdings, Inc. • June 22nd, 2007 • Services-computer programming services • New York
EMPLOYMENT AGREEMENTEmployment Agreement • April 4th, 2007 • PROS Holdings, Inc. • Texas
THIS EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into as of January 15, 1999 (the "Effective Date") by and between PROS Strategic Solutions, Inc., a Delaware corporation (the "Company"), and Ronald F. Woestemeyer (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. STOCK OPTION AGREEMENTStock Option Agreement • February 22nd, 2013 • PROS Holdings, Inc. • Services-computer programming services • Texas
PROS Holdings, Inc. has granted to the Participant named in the Notice of Grant of Stock Option (the "Grant Notice") to which this Stock Option Agreement (the "Option Agreement") is attached an option (the "Option") to purchase certain shares of Stock upon the terms and conditions set forth in the Grant Notice and this Option Agreement. The Option has been granted pursuant to and shall in all respects be subject to the terms and conditions of the PROS Holdings, Inc. 2007 Equity Incentive Plan (the "Plan"), as amended to the Date of Grant, the provisions of which are incorporated herein by reference. By signing the Grant Notice, the Participant: (a) acknowledges receipt of and represents that the Participant has read and is familiar with the Grant Notice, this Option Agreement, the Plan and a prospectus for the Plan prepared in connection with the registration with the Securities and Exchange Commission of shares issuable pursuant to the Option (the "Plan Prospectus"), (b) accepts the O
FIRST AMENDMENT TO AMENDED AND RESTATED STOCKHOLDERS' AGREEMENTStockholders' Agreement • April 4th, 2007 • PROS Holdings, Inc.
THIS FIRST AMENDMENT TO AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT (this "Amendment") is made and entered into effective April 8, 1999, by and among PROS Strategic Solutions, Inc., a Delaware corporation (the "Company"), and the undersigned holders of a majority of the total number of shares of Common Stock held by the Investors, the Founding Stockholders and the Stockholders. Capitalized terms used and not defined herein have the same meaning ascribed to them in the Agreement (as hereinafter defined).
FIRST AMENDMENT TO OFFICE LEASEOffice Lease • April 4th, 2007 • PROS Holdings, Inc.
This FIRST AMENDMENT TO OFFICE LEASE (this "First Amendment") is executed as of March 31, 2006 (the "Effective Date") by and between HOUSTON COMMUNITY COLLEGE SYSTEM, a local governmental entity organized pursuant to the Texas Education Code ("Landlord") and PROS REVENUE MANAGEMENT, L.P., a Texas limited partnership, formerly PROS Revenue Management, Inc, ("Tenant").
