0001392972-13-000005 Sample Contracts

PROS HOLDINGS, INC. STOCK OPTION AGREEMENT
Stock 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

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SECOND AMENDMENT TO OFFICE LEASE
Office Lease • February 22nd, 2013 • PROS Holdings, Inc. • Services-computer programming services

This SECOND AMENDMENT TO OFFICE LEASE (this "Second Amendment") is executed as of March 1, 2007 (the "Effective Date") by and between HOUSTON COMMUNITY COLLEGE SYSTEM, a public junior college established pursuant to Chapter 130 of the Texas Education Code and a political subdivision of the State of Texas ("Landlord") and PROS REVENUE MANAGEMENT, L.P., a Texas limited partnership, formerly PROS Revenue Management, Inc. ("Tenant").

PROS HOLDINGS, INC. RESTRICTED STOCK UNITS AGREEMENT (Standard)
Restricted Stock Units 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 Restricted Stock Units (the “Notice of Award”) to which this Restricted Stock Units Agreement (the “Agreement”) is attached an Award consisting of Restricted Stock Units subject to the terms and conditions set forth in the Notice of Award and this Agreement. The Award has been granted pursuant to the PROS Holdings, Inc. 2007 Equity Incentive Plan (the “Plan”), as amended to the Date of Award, the provisions of which are incorporated herein by reference. By signing the Notice of Award, the Participant: (a) acknowledges receipt of and represents that the Participant has read and is familiar with the Notice of Award, this Agreement, the Plan and a prospectus for the Plan prepared in connection with the registration with the Securities and Exchange Commission of the shares issuable pursuant to the Award (the “Plan Prospectus”), (b) accepts the Award subject to all of the terms and conditions of the Notice of

PROS HOLDINGS, INC. STOCK APPRECIATION RIGHTS AGREEMENT
Stock Appreciation Rights 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 Appreciation Rights (the "Grant Notice") to which this Stock Appreciation Rights Agreement (the "Agreement") is attached certain rights to receive payment based upon the appreciation in the value, if any, in the shares of Stock with respect to which such rights have been granted to

FOURTH AMENDMENT TO OFFICE LEASE
Office Lease • February 22nd, 2013 • PROS Holdings, Inc. • Services-computer programming services

This FOURTH AMENDMENT TO OFFICE LEASE (this "Fourth Amendment") is executed as of this 27th day of June 2012 (the "Effective Date") by and between HOUSTON COMMUNITY COLLEGE SYSTEM, a public junior college established pursuant to Chapter 130 of the Texas Education Code and a political subdivision of the State of Texas ("Landlord") and PROS REVENUE MANAGEMENT, L.P., a Texas limited partnership, formerly PROS Revenue Management, Inc. ("Tenant").

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