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Exhibit 10.4.1  


 
 

AMENDMENT TO
  STOCK PURCHASE AND STOCKHOLDERS AGREEMENT    
    



        This Amendment to Stock Purchase And Stockholder Agreement (this "Amendment") is entered into as of
March 26, 2007, by and among PROS Holdings, Inc., a Delaware corporation (the "Company"), and the holders of at least a
two-third-in-interest of the Investors (as defined in the Purchase Agreement described below), who have consented to this Amendment in writing (collectively the
"Requisite Investors" and each individually, an "Investor"), pursuant to that certain Stock Purchase and
Stockholders Agreement, dated as of June 8, 1998, by and among the Company and the Investors identified on Exhibit A thereto (the "Purchase
Agreement"), and amends the Purchase Agreement as set forth herein. All capitalized terms not otherwise defined herein shall have the respective meanings ascribed to such terms
in the Purchase Agreement. Each reference to a section number below shall, unless otherwise expressly provided herein, refer to such enumerated section of the Purchase Agreement. 


RECITALS


        WHEREAS,
the Company and the Requisite Investors desire to amend one of the restrictive covenants contained in the Purchase Agreement; 



        WHEREAS,
Section 7.1 of the Purchase Agreement provides that the Purchase Agreement may be amended with the written consent of the Company and the holders of at least a
two-thirds in interest of the Investors; 


        WHEREAS,
any amendment effected in accordance with Section 7.1 of the Purchase Agreement shall be binding upon (i) each holder of any securities purchased under the
Purchase Agreement at the time outstanding (including securities into which such securities are convertible), (ii) each future holder of all such securities and (iii) the Company; 


        WHEREAS,
the Requisite Investors represent those Investors necessary to amend the Purchase Agreement with the consent of the Company; and 



        WHEREAS,
the Requisite Investors and the Company now desire to amend the Purchase Agreement as set forth herein to provide for the Additional Funding and certain other changes; 


AGREEMENT


        NOW,
THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as
follows: 



        1.     Section 4.4(a). Section 4.4(a) of the Purchase Agreement is hereby amended and restated in its entirety to
read as follows: 



        "(a) sell,
lease or otherwise dispose of (whether in one transaction or a series of related transactions) all or substantially all of its assets or business," 




        2.     Miscellaneous. 



        (a)   Except
as expressly amended hereby, the Purchase Agreement (including all previous adopted amendments thereto) remains unmodified and in full force and effect and is
hereby renewed, ratified and affirmed by the Company and the Investors. 


        (b)   This
Amendment shall be binding upon each of the parties to the Purchase Agreement, whether or not all of such parties have executed a counterpart of this Amendment. 



        (c)   This
Amendment may be executed in one or more counterparts, each of which shall be deemed an original. Any party may execute this Amendment by facsimile signature, which
shall be deemed to constitute an original for all purposes. 



Signature page follows.  










        IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date and year first above written. 



	

 	
 	

 	
 	
PROS HOLDINGS, INC.
	

 	
 	

 	
 	

By:	
 	

/s/ Albert E. Winemiller
 Albert E. Winemiller

President and Chief Executive Officer
	

 	
 	

 	
 	

 	
 	
TA/ADVENT VIII L.P.
	

 	
 	

 	
 	

 	
 	

By:	

TA Associates VIII LLC, its General Partner
	 	 	 	 	 	 	By:	TA Associates, Inc., its Manager
	

 	
 	

 	
 	

 	
 	

By:	

*

	

 	
 	

 	
 	

 	
 	
ADVENT ATLANTIC AND PACIFIC III L.P.
	

 	
 	

 	
 	

 	
 	

By:	

TA Associates AAP III Partners, its General Partner
	 	 	 	 	 	 	By:	TA Associates, Inc.
	

 	
 	

 	
 	

 	
 	

By:	

*

	*	 	/s/ Kurt R. Jaggers
 Kurt R. Jaggers, Attorney-in-Fact	 	 	 	
TA VENTURE INVESTORS L.P.
	

 	
 	

 	
 	

 	
 	

By:	

*

	

 	
 	

 	
 	

 	
 	
TA EXECUTIVES FUND LLC
	

 	
 	

 	
 	

 	
 	

By:	

TA Associates, Inc., its Manager
	

 	
 	

 	
 	

 	
 	

By:	

*

	

 	
 	

 	
 	

 	
 	
JMI EQUITY FUND III, L.P.
	

 	
 	

 	
 	

 	
 	

By:	

JMI Associates III LLC, its General Partner
	

 	
 	

 	
 	

 	
 	

By:	

/s/  HARRY S. GRUNER      






	

 	
 	

 	
 	

 	
 	

 	
 	

Name:	

Harry S. Gruner

	

 	
 	

 	
 	

 	
 	

 	
 	

Title:	

Managing Member





Signature Page to Amendment to Stock Purchase and Stockholder Agreement











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AMENDMENT TO STOCK PURCHASE AND STOCKHOLDERS AGREEMENT