1084HCCFOURTHAMENDMENTTOOFFICELEASE27Jun2012withS-SignatureAR








Exhibit 10.8.4


FOURTH AMENDMENT TO OFFICE LEASE




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").


Introduction


A.     Landlord and Tenant entered into that certain Office Lease dated as of January 31,
2001 (the "Original Lease") covering 73,200 square feet of RSF (as defined in the Original Lease) on floors 9 and 10 of the Building (as defined in the Original Lease) commonly known as the ComTech Center, Houston, Harris County, Texas, and being described in the Original Lease as the "Premises" after including therein the Subsequent Premises (as defined in the Original Lease).


B.          Landlord and Tenant entered in that certain First Amendment to Office Lease dated as of March 31, 2006 ("First Amendment").


C.          Landlord and Tenant entered in that certain Second Amendment to Office Lease dated as of March 1, 2007 ("Second Amendment")


D.        Landlord  and Tenant  entered  in that certain  Third  Amendment  of the Office  Lease dated  as  of  July  29,  2011    (The  Original  Lease  as  amended   by the  first   Amendment,  Second Amendment     and  the  Third  Amendment  shall  be  referred  to  in  this  Fourth  Amendment  as  the "Amended Lease").


E.          Landlord  and  Tenant  desire  to  further  amend  the  Amended  Lease  subject  to  the specific terms and conditions of this Fourth Amendment,  but not otherwise.


NOW  THEREFORE,  in  consideration   of  the   of  the  mutual  covenants   and  agreements contained  herein and for Ten and No/ I 00 Dollars ($10.00) and other good and valuable consideration to each  party, the receipt  and sufficiency  of which are hereby acknowledged,  Landlord  and Tenant, intending to be legally bound, hereby agree as follows:


1.           Capitalized   Terms.  Capitalized  terms  that  are  used  herein  but  not  defined  in this Fourth  Amendment  shall have the meanings given to them in the Amended Lease. The term "Lease" as  used  in  this  Fourth  Amendment  shall  mean  the  Amended  Lease  as  amended  by  this  Fourth Amendment.


2.           Premises.    Landlord and Tenant  acknowledge  and agree that the Premises, after the Lease Expansion  (defined  below), will be comprised  of part of "Floor  7", all of "Floor 9" and all of "Floor  10" of that certain  Condominium  Declaration for the 3100 Main Condominium recorded under Clerk's File No. W44l927 of the Official Public Records of Real Property of Harris County, Texas on February 20, 2003 (the "Condominium Declaration") and that the Premises consists of 73,200 RSF which shall increase to 90,389 RSF on the first day of the fourth (4th) full calendar month after such portion of the Premises is delivered to Tenant for Tenant's Build-out (but no earlier than January l, 2012), by virtue of Tenant's leasing approximately 17,189 RSF on Floor 7 as reflected on attached
Exhibit "A-2".   Effective the first day of the fourth (4th) full calendar month after such portion of the
Premises is delivered to Tenant for Tenant's Build-out (but no earlier than January 1, 2013), Landlord




WES'T\223864431.4                                                                 - 1 -










will lease to Tenant an additional  approximate  7,411 RSF of Floor 7, as reflected on attached Exhibit "A-3", thereby  increasing the Premises to 97,800 RSF (such increases of the area of the Premises on Floor 7 are herein referred to as the "Lease Expansion"). Tenant will have the option to terminate the Lease  Expansion  not later  than  February 1, 2013  by giving  Landlord  not  less than 60_days  prior written notice thereof.  If Tenant exercises such termination option, then the area on Floor 7 described in this Section  2 shall  be deleted  from  the Premises,  Tenant  shall  vacate  the  same (if  previously occupied), Tenant's Pro Rata share shall be appropriately adjusted to reflect the decrease in area of the Premises, and the Lease will otherwise continue in full force and effect.


3.          Successors and Assigns. The obligations in this Fourth Amendment shall be binding upon and inure to the benefit of the successors and assigns of Landlord, and shall be binding upon and inure to the benefit of the permitted successors and assigns of Tenant.


4.          Amended Lease in Full Force and Effect. The Amended Lease remains in full force and effect and is unchanged except specifically modified by the provisions of this Fourth Amendment. In the event of any conflicts between the terms of the Amended Lease and this Fourth Amendment, the terms of this Fourth Amendment shall control.


5.          Entire Agreement.  This  Fourth  Amendment,   the  Third  Amendment,  the  Second Amendment,  the First Amendment  and the Original  Lease contain  all the agreements of the parties regarding the matters discussed  in this Fourth Amendment, and no prior agreement, understanding or representation  about any  such  matter is effective for any  purpose. The terms and conditions of this Fourth  Amendment   may  not  be  amended  or  otherwise  affected  except  by  instrument  in  writing executed  by each party to be bound by the instrument. All references in the Original Lease and in the First Amendment, Second Amendment, and Third Amendment to the "Lease" shall mean and refer to the Original Lease as amended by the First Amendment, Second Amendment, Third Amendment and this Fourth Amendment.


EXECUTED to be effective for all purposes as of the Effective Date. TENANT:     LANDLORD:








PROS Revenue Management, L.P.








WEST\223864431.4
 
Houston Community College System















































BOMAMETHOD
BOCIB  RfNIAIJE ABU •
MEl IDTAII.E • 36,600 . FlOOR H.II.A.


n OOR lJSAAIE   AREA
36,600 - 5,1174
R.OOR Us.IBlE AREA J0,726       .


R OOB IDIMIJI   ARfA
FLOOft IDTAII.E AREA    - R.OOR U!aBLr AREA
:16,600 - 30,ns = S.B74 s.r.


ROOR Rt\J RA]Q -
FLOOft RENTAII.E     / R.OOR  USEABlE  AREA
]6,600  /30,726- 1.1911


REHTAAI f AREA


MElll£Al£  SPACE
!tEll ' R.OOR R,1}  RATIO
14,431 • 1.1911 2 17,189-
 
ExhibitA-2
17, 189 R.SF on 7th Floor Premises




14,431 USABLE SQUARE FEET













EXHIBIT A-3



















Houston Community College System Fourth Amendment to Office Lease
PROS Revenue Management, L.P., a Delaware Limited Partnership
By:     PROS Revenue I, L.L.C.         , its
General Partner


By:     /s/Andres Reiner            
Name:     Andres Reiner            
Title:     President and CEO        
Date:     June 27, 2012