FORM OF] PRIVATE PLACEMENT PURCHASE AGREEMENTPrivate Placement Purchase Agreement • June 21st, 2017 • PROS Holdings, Inc. • Services-computer programming services
[ ] (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”).
