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."
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").
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 • 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."
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").
AMENDMENT TO STOCK PURCHASE AND STOCKHOLDERS AGREEMENTStock Purchase and Stockholders Agreement • April 4th, 2007 • PROS Holdings, Inc.
This Amendment to Stock Purchase And Stockholder Agreement (this "Amendment") is entered into as of March 26, 2007, by and among PROS Holdings, Inc., a Delaware corporation (the "Company"), and the holders of at least a two-third-in-interest of the Investors (as defined in the Purchase Agreement described below), who have consented to this Amendment in writing (collectively the "Requisite Investors" and each individually, an "Investor"), pursuant to that certain Stock Purchase and Stockholders Agreement, dated as of June 8, 1998, by and among the Company and the Investors identified on Exhibit A thereto (the "Purchase Agreement"), and amends the Purchase Agreement as set forth herein. All capitalized terms not otherwise defined herein shall have the respective meanings ascribed to such terms in the Purchase Agreement. Each reference to a section number below shall, unless otherwise expressly provided herein, refer to such enumerated section of the Purchase Agreement.
REVOLVING CREDIT AND TERM LOAN AGREEMENT Dated as of March 23, 2007 among PROS REVENUE MANAGEMENT, L.P., as Borrower PROS HOLDINGS, INC., PROS REVENUE I, LLC, and PROS REVENUE II, LLC, as Guarantors THE LENDERS AND L/C ISSUERS PARTY HERETO and...Credit and Term Loan Agreement • April 4th, 2007 • PROS Holdings, Inc. • New York
This CREDIT AGREEMENT, dated as of March 23, 2007, is entered into among PROS Revenue Management, L.P., a Delaware limited partnership ("Borrower"), PROS Holdings, Inc., a Delaware corporation ("Holdings"), PROS Revenue I, LLC, a Delaware limited liability company ("General Partner"), PROS Revenue II, LLC, a Delaware limited liability company ("Limited Partner") (Holdings, General Partner and Limited Partner, each a "Guarantor" and collectively the "Parent Guarantors"), the Lenders (as defined below), the L/C Issuers (as defined below) and Churchill Financial LLC ("Churchill"), as administrative agent and lead arranger for the Lenders and the L/C Issuers (in such capacity, and together with its successors and permitted assigns, the "Administrative Agent").
AMENDMENT NO. 1 To the Employment Agreement Dated January 15, 1999 By and Between Ronald F. Woestemeyer & PROS Revenue Management, L.P. (Successor in Interest to PROS Strategic Solutions, Inc.)PROS Holdings, Inc. • April 4th, 2007
This is Amendment No. 1 (the "Amendment") to the above referenced Employment Agreement, and shall be effective this 2nd day of February, 2004.
PROS Holdings, Inc. REDEMPTION AGREEMENTRedemption Agreement • April 4th, 2007 • PROS Holdings, Inc. • Delaware
This Redemption Agreement ("Agreement") is entered into as of March 26, 2007, by and among PROS Holdings, Inc., a Delaware corporation ("Corporation"), and the holders of the Corporation's shares of redeemable preferred stock, par value $0.001 per share (the "Redeemable Preferred Stock") set forth on Exhibit A hereto (individually, a "Seller", and together, the "Sellers"). Terms used but not defined herein have such meaning as defined in the Corporation's Certificate of Incorporation filed on August 29, 2002 (the "Certificate of Incorporation").
GUARANTY, PLEDGE AND SECURITY AGREEMENT Dated as of March 23, 2007 among PROS REVENUE MANAGEMENT, L.P. and Each Grantor From Time to Time Party Hereto and CHURCHILL FINANCIAL LLC as Administrative Agent and Collateral AgentPledge and Security Agreement • April 4th, 2007 • PROS Holdings, Inc. • New York
GUARANTY, PLEDGE AND SECURITY AGREEMENT, dated as of March 23, 2007, by PROS Revenue Management, L.P., a Delaware limited partnership (the "Borrower") and each of the other entities listed on the signature pages hereof or that becomes a party hereto pursuant to Section 8.6 (together with the Borrower, the "Grantors"), in favor of Churchill Financial LLC ("Churchill"), as administrative agent and collateral agent (in such capacity, together with its successors and permitted assigns, the "Administrative Agent") for the Lenders and the L/C Issuers and each other Secured Party (each as defined in the Credit Agreement referred to below).
PROS Strategic Solutions, Inc. STOCK PURCHASE AND STOCKHOLDERS AGREEMENT As of June 8, 1998Purchase and Stockholders Agreement • April 4th, 2007 • PROS Holdings, Inc. • Delaware
STOCK PURCHASE AND STOCKHOLDERS AGREEMENT ("Agreement") made as of this 8th day of June, 1998, by and among PROS Strategic Solutions, Inc., a Delaware corporation (together with any predecessors or successors thereto and, subject to Section 2, the "Company"), Ronald F. Woestmeyer, Mariette M. Woestmeyer and Robert Salter (collectively the "Stockholders" and individually a "Stockholder"), and the investment partnerships and other investors named in Exhibit A hereto (together with their successors and assigns, collectively the "Investors," and each individually an "Investor").
