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Exhibit 10.7  


 
 

REGISTRATION RIGHTS AGREEMENT    
    


        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"). 


 
 

WITNESSETH    
    


        WHEREAS, the Company and the Stockholder have entered into that certain Separation Agreement of even date herewith (the "Separation
Agreement"); and 


        WHEREAS,
pursuant to the Separation Agreement, the Stockholder will retain 356,000 shares (the "Retained Shares") of the common stock, par
value $0.001 per share, of the Company ("Common Stock"); and 



        WHEREAS,
the Separation Agreement contemplates the execution of this Agreement to provide to the Stockholder certain registration rights in respect of the Retained Shares; 


 
 

AGREEMENT    
    


        NOW, THEREFORE, in consideration of the premises and the mutual covenants and conditions herein contained, the parties do hereby agree as follows. 


        1.    Registration Rights.    The parties covenant and agree as follows: 



        1.1    Definitions.    As used in this Agreement, the terms defined in the preamble and recitals hereto and otherwise
herein shall have the respective meanings set forth therein and herein, and the following terms shall have the following meanings: 


        "Act" means the Securities Act of 1933, as amended. 


        "Register", "registered" and
"registration" refer to a registration effected by preparing, and filing a registration statement or similar document in compliance with the Act and
applicable rules and regulations thereunder, and the declaration or ordering of effectiveness by the SEC of such registration statement or document. 


        "SEC" means the Securities and Exchange Commission. 


        1.2    Company Registration.    If (but without any obligation to do so) at any time or from time to time after the
date hereof and on or before the earlier of (a) the Stockholder's holding of less than 220,000 shares of Common Stock, and (b) such date when the Stockholder can transfer the balance of
his shares pursuant to Rule 144 under the Act and a public market exists for such securities, the Company proposes to register for its own account any of its Common Stock (other than an initial
public offering or a registration relating either solely to the sale of securities to participants in a Company stock option, stock purchase or similar plan or solely to an SEC Rule 145 or
similar transaction), the Company shall, at such time, promptly give to the Stockholder written notice thereof. Upon the written request of the Stockholder given within twenty (20) days after
the receipt of such notice given by the Company, the Company shall, subject to the provisions of Section 1.6, cause to be included in such
registration (and any related qualification under Blue Sky laws or other compliance thereunder), and in any underwriting involved therein, all of the Retained Shares that the Stockholder has requested
to be registered. The written request made by the Stockholder as referred to in this Section 1.2 may specify that only a part of the Retained
Shares be included in the Company's registration. 








 




        1.3    Obligations of the Company.    Whenever required under this  Section 1 to effect the registration of any retained Shares,
 the Company shall, as expeditiously as reasonably practicable: 



        (a)   Prepare
and file with the SEC a registration statement with respect to such Retained Shares and use its reasonable efforts to cause such registration statement to become
effective and keep such registration statement effective for up to ninety (90) days. 


        (b)   Prepare
and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as
may be necessary to comply with the provisions of the Act with respect to the disposition of all securities covered by such registration statement. 



        (c)   Furnish
to the Stockholder a prospectus, including a preliminary prospectus, in conformity with the requirements of the Act, and such other documents as he may
reasonably request in order to facilitate the disposition of Retained Shares owned by him. 


        (d)   Use
its reasonable efforts to register and qualify the securities covered by such registration statement under such other securities or Blue Sky laws of such
jurisdictions as shall be reasonably requested by the Stockholder, provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to
file a general consent to service of process in any such states or jurisdictions. 



        (e)   In
the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the
underwriter of such offering, it being understood and agreed in such regard that the Stockholder also shall enter into and perform his obligations under such an agreement. 


        (f)    At
any time when a prospectus relating thereto is required to be delivered under the Act, notify the Stockholder of the happening of any event as a result of which the
prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to
make the statements therein not misleading in the light of the circumstances then existing. 




        1.4    Furnish Information.    The Stockholder shall furnish to the Company such information regarding himself, the
Retained Shares held by him and the intended method of disposition of such Retained Shares as shall be reasonably required to effect the registration of such Retained Shares. 



        1.5    Expenses.    The Company shall bear and pay all expenses incurred by the Company in connection with any
registration, filing or qualification of Retained Shares with respect to registrations pursuant to Section 1.2 for the Stockholder, including all
registration, filing and qualification fees, printers and accounting fees, and fees and disbursements of counsel to the Company, relating or apportionable thereto, but excluding underwriting discounts
and commissions relating to Retained Shares and any fees and disbursements of counsel to the Stockholder. 



        1.6    Underwriting Requirements.    In connection with any offering involving an underwriting of shares being issued
by the Company, the Company shall not be required under Section 1.2 to include any of the Retained Shares in such underwriting unless the
Stockholder accepts the terms of the underwriting as agreed upon between the Company and the underwriter selected by it. If the underwriter determines that marketing factors require a limitation on
the number of shares to be offered, the underwriter may exclude from such registration and underwriting some or all of the Retained Shares which would otherwise be registered. If the number of shares
to be registered is reduced, then the number of shares that may be included in the registration on behalf of any persons or entities asserting registration rights shall be allocated first among the
holders of registrable securities obtained upon the conversion of a security of the Company with rights, 



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preferences
or privileges senior to those of the Common Stock and then among the remaining holders of Common Stock. If the Stockholder has requested registration under  Section 1.2, the Company shall advise the
Stockholder as promptly as practicable of such exclusion. If the Stockholder disapproves of the terms
of any such underwriting, he may elect to withdraw therefrom by written notice to the Company and the underwriter. Any Retained Shares excluded or withdrawn from such underwriting shall be withdrawn
from such registration. 


        1.7    Delay of Registration.    The Stockholder shall not have any right to obtain or seek an injunction restraining
or otherwise delaying any such registration as the result of any controversy or dispute that arises with respect to the interpretation or implementation of this  Section 1. 



        1.8    Indemnification.    In the event any Retained Shares are included in a registration statement under this  Section 1:




        (a)   To
the extent permitted by law, the Company will indemnify and hold harmless the Stockholder from and against any losses, claims, damages, expenses or liabilities to
which he may become subject under the Act, the Securities Exchange Act of 1934, as amended (the "1934 Act"), or other federal or state law, insofar as
such losses, claims, damages, expenses or liabilities (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively a
"Violation"); (i) any untrue statement or alleged untrue statement of a material fact contained in such registration statement, including any
preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, or any other documents prepared by the Company and incident thereto, (ii) the omission or
alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading, or (iii) any violation or
alleged violation by the Company of the Act, the 1934 Act, any state securities law or any rule or regulation promulgated under the Act, the 1934 Act or any state securities law; and the Company will
pay as incurred to the Stockholder any legal or other expenses reasonably incurred by him in connection with investigating or defending any such loss, claim, damage, expense, liability or action;
provided, however, that the indemnity agreement contained in this Section 1.8(a) shall not apply to amounts paid or fees or expenses incurred in
settlement of any such loss, claim, damage, liability, expense or action if such settlement is effected without the written consent of the Company, nor shall the Company be liable to the Stockholder
in any such case for any such loss, claim, damage, expanse, liability or action to the extent that it arises out of or is based upon a Violation which occurs in reliance upon information furnished for
use in connection with such registration by the Stockholder, provided further that in no event shall any indemnity obligation under this  Section 1.8(a) exceed the net proceeds from the offering
received by the Company. 


        (b)   To
the extent permitted by law, the Stockholder will indemnify and hold harmless the Company and each other selling stockholder and their respective directors, officers,
stockholders, members, partners, affiliates, successors and assigns who have signed the registration statement, each person, if any, who controls the Company within the meaning of the Act, any
underwriter, and each of its officers, directors and partners and any controlling person of any such underwriter, from and against any losses, claims, damages, or liabilities to which any of the
foregoing persons may become subject under the Act, the 1934 Act or other federal or state law, insofar as such losses, claims, damages, expenses or liabilities (or actions in respect thereto) arise
out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon information furnished to the Company by the Stockholder or his
agents or representatives for use in connection with such registration; and the Stockholder will pay, as incurred, any legal or other expenses reasonably incurred by any person intended to be
indemnified pursuant to this Section 1.8(b), in connection with investigating or defending any such loss, claim, damage, expense, liability or 




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action;
provided, however, that the indemnity agreement contained in this Section 1.8(b) shall not apply to amounts paid in settlement of any
such loss, claim, damage, expense, liability or action if such settlement is effected without the consent of the Stockholder, which consent will not be unreasonably withheld or delayed. 


        (c)   Promptly
after receipt by an indemnified party under this Section 1.8 of notice of the commencement of any action
(including any governmental action), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this  Section 1.8, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to
participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to
the parties; provided, however, that an indemnified party shall have the right to retain its own counsel, with the reasonable fees and expenses of such counsel to be paid by the indemnifying party, if
representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any
other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if, and
only if, seriously prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this  Section 1.8, but the omission so to
deliver written notice to
the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 1.8. 


        (d)   If
the obligations of the Company and/or the Stockholder under this Section 1.8 should conflict with the
obligations of the parties as provided in any underwriting agreement, then the obligations of the parties as provided in such underwriting agreement shall control. 





        2.    Notices.    All notices, requests, consents, and other communications under this Agreement shall be in writing
and shall be delivered by hand, or mailed by first class certified or registered mail, return receipt requested, postage prepaid, to the Company and the Stockholder at their respective addresses set
forth below: 



	

 	

If to the Company:	
 	

PROS Revenue Management, Inc.

3223 Smith Street, Suite 100

Houston, Texas 77006

Attention: President
	

 	

with a copy to (which shall not constitute notice):
	

 	

 	
 	

Gray Cary Ware & Freidenrich LLP

100 Congress Avenue, Suite 1440

Austin, TX 78701-4042

Attention: John J. Gilluly III
	

 	

If to the Stockholder:	
 	

Mr. Robert Salter

21 Shorelake Drive

Kingwood, TX 77339





Any
party may change its address for purposes hereof by notice to the other party in the manner provided above. 


        3.    Amendments and Waivers.    Except as otherwise provided in this Agreement, the terms and provisions of this
Agreement may not be modified or amended except in a writing executed by the Company and the Stockholder. No waivers of or exceptions to any term, condition or provision of this 


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Agreement,
in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition or provision. 


        4.    Entire Agreement.    With respect to the subject matter hereof, this Agreement embodies the entire agreement and
understanding between the Stockholder and the Company. 


        5.    Counterparts.    This Agreement maybe executed in several counterparts, each of which shall be deemed in
original, but all of which together shall constitute one and the same instrument. 


        6.    Headings.    The headings of the sections, subsections and paragraphs of this Agreement have been added for
convenience only and shall not bc deemed to be a part of this Agreement. 


        7.    Severability.    Any provision of this Agreement which is invalid or unenforceable in any jurisdiction shall be
ineffective to the extent of such invalidity or unenforceability without invalidating or rendering unenforceable the remaining provisions of this Agreement, and, to the extent permitted by law, any
determination of invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. 


        8.    Assignment.    Neither this Agreement nor any of the rights or obligations of the Stockholder or the Company
provided herein may be assigned, sold, pledged, hypothecated or otherwise transferred by the Stockholder without the prior written consent of the Company. This Agreement shall inure to the benefit of
and be binding upon the respective heirs, personal representatives, successors and permitted assigns of the parties. 



        9.    Governing Law.    This Agreement shall be governed by and construed in accordance with the laws of the State of
Delaware without reference to its principles of conflicts of law. 


[Remainder of Page Intentionally Left Blank]


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        IN
WITNESS WHEREOF, the undersigned have hereunto set their hands as of the day and year first above written. 



	

 	
 	
COMPANY:
	

 	
 	

PROS REVENUE MANAGEMENT, INC.
	

 	
 	

By:	
 	

/s/ Charles H. Murphy

	 	 	Name:	 	Charles H. Murphy
	 	 	Title:	 	Senior Vice President & CFO
	

 	
 	
STOCKHOLDER:
	

 	
 	

/s/ Robert Salter
 ROBERT SALTER




[Signature Page to Salter Registration Rights Agreement]


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REGISTRATION RIGHTS AGREEMENT

WITNESSETH

AGREEMENT