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").
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).
VOTING AGREEMENTVoting Agreement • May 15th, 2007 • PROS Holdings, Inc. • Services-computer programming services • Delaware
This Voting Agreement (the "Agreement") is made and entered into as of March 26, 2007, by and among TA/Advent VIII, L.P., Advent Atlantic and Pacific III L.P., TA Venture Investors L.P. and TA Executives Fund LLC (collectively, "TA Associates), JMI Equity Fund, III, L.P. ("JMI;" together with TA Associates, the "Equity Sponsors"), and Ronald and Mariette Woestemeyer (the "Woestemeyers"), all of whom are holders of Common Stock, par value $0.001 per share (the "Common Stock"), of PROS Holdings, Inc., a Delaware corporation (the "Company"). The Company, TA Associates, JMI, and the Woestemeyers are individually referred to herein as a "Party" and are collectively referred to herein as the "Parties." The Company's Board of Directors is referred to herein as the "Board."
