TENDER OFFER AGREEMENT BY AND BETWEEN PROS HOLDINGS, Inc. AND CAMELEON SOFTWARE DATED AS OF OCTOBER 24 2013

This Tender Offer Agreement (this “Agreement”) is entered into as of October 24, 2013, by and between PROS HOLDINGS, Inc., a corporation organized and existing under the laws of Delaware, represented by Mr. Andres Reiner, duly empowered for the purpose hereof (“Offeror”) and Cameleon Software, a société anonyme organized and existing under the laws of France, represented by Mr. Jacques Soumeillan, duly empowered for the purpose hereof (“Company”). Offeror and Company are each sometimes referred to individually as a “Party” and collectively as the “Parties”.

Unless otherwise expressly provided in this Agreement, capitalized terms used in this Agreement shall have the following meanings:

“Affiliate” shall mean, with reference to a specified Person, a Person that, directly or indirectly, controls, is controlled by, or is under common control with, the specified Person. The term “control” as used in this definition (including its correlative meanings “controlled by” and “under common control with”) shall have the meaning ascribed thereto in Article L. 233-3 of the French Commercial Code;

“Agreement” shall have the meaning set forth in the first paragraph of this Agreement;

“AMF” shall mean the Autorité des marchés financiers;

“AMF Regulation” shall mean the Règlement Général de l’Autorité des marchés financiers;

“Announcement Date” shall have the meaning set forth in Section 2.1;

“Applicable Law” shall mean all foreign, federal, state, local, municipal or other laws, ordinances, regulations, rules and other provisions having the force or effect of law, applicable to the Company, to its Subsidiaries or to its business;

“Audited Financial Statements” shall have the meaning set forth in Section 3.6;

“Board Recommendation” has the meaning set forth in Recital (E);

“BSARs” shall mean of all warrants (“bons de souscription d’actions remboursables”) to subscribe for Company Shares.

“Business Day” shall mean a day other than a Saturday, a Sunday or a day that is not a trading day (jour de négociation) on the Euronext Paris stock exchange;

“Benefit Plan” shall mean all employee benefit plans of the Company and its Subsidiaries;

“Company” shall have the meaning set forth in the first paragraph of this Agreement;

“Company Board” shall have the meaning set forth in Recital (F);

“Company Shares” shall mean (i) all outstanding ordinary shares issued by the Company, including the Treasury Shares existing at the date hereof, but excluding any Free Shares, (ii) any additional Company ordinary shares issued before the settlement of the Shares tendered into the initial Offer period, as a result of the exercise of Stock Options or of the BSARs, and (iii) any additional Company ordinary shares which are issued as a result of the vesting (acquisition) of restricted stock units (actions gratuites, within the meaning of Article L. 225-197 of the French Commercial Code), for which the mandatory lock-up period (période de conservation) expires before the settlement of the shares tendered into the initial Offer period;

“Confidentiality Agreement” shall mean the confidentiality agreement dated April 16, 2013 between the Company and PROS Holdings, Inc.;

“Data Room” shall have the meaning set forth in Recital (G);

“Dispute” shall have the meaning set forth in Section 7.6(ii) hereof;

“Encumbrances” shall mean, in respect of any assets, any liens, charge, mortgage, deed of trust, security interest, title retention device, sureties, escrow arrangements, pre-emptive rights, options, conditional sale or other security arrangement, collateral assignment, claim, adverse claim of title, ownership or right to use, restriction or other encumbrance of any kind in respect of such asset, restrictions of any nature whatsoever on their free transferability or claims of any nature whatsoever (including, but not limited to, any restriction on (a) the voting

of any security, any restriction on the transfer of any security or other asset, (b) the receipt of any income derived from any asset, (c) the use of any asset, and (d) the possession, exercise or transfer of any other attribute of ownership of any asset).

“Expert’s Report” shall have the meaning set forth in Recital (C);

“Fairness Opinion” shall have the meaning set forth in Recital (D);

“Free Shares” shall mean the outstanding restricted stock units (actions gratuites, within the meaning of Article L. 225-197 of the French Commercial Code) granted by the Company, including any restricted stock units which have not yet been settled into shares (en période d’acquisition) and any restricted stock units which have been settled into shares (acquisition) but are subject to a mandatory lock-up period (période de conservation) pursuant to Article L.225-197 of the French Commercial Code;

“Independent Expert” shall have the meaning set forth in Recital (D);

“Material Adverse Effect” shall mean any effect or change that considered together with all other effects, causes or could reasonably be expected to have a material adverse effect on: (a) the business, condition (financial or otherwise), assets, liabilities or results of operations of the Company and its Subsidiaries, taken as a whole; (b) the ability of the Company to consummate any of the transactions contemplated herein or to perform any of its obligations under this Agreement; or (c) cause a decrease in excess of five (5%) of the Company's assets or of the Company's revenues for the last twelve months, but excluding any change or effect arising from or relating to (a) national or international political or social conditions, whether or not pursuant to the declaration of a national emergency or war, or the occurrence of any military or terrorist attack upon France, (b) general financial, banking, or securities markets (including any suspension of trading in, or limitation on prices for, securities on a securities exchange for a period in excess of three hours), (c) the taking of any action contemplated by this Agreement and the other agreements contemplated hereby, and (d) changes resulting from the public announcement of the execution of this Agreement or the consummation of the transactions contemplated hereby.

“Material Contracts” means any contract to which the Company or any of its Subsidiaries is a party as of the date of this Agreement and (a) which is an agreement, other than a maintenance or SaaS agreement, entered into after 1^st January 2008 representing a revenue for an individual amount greater than € 200,000 (Two Hundred Thousand Euros); (b) which is a maintenance or SaaS agreement entered into after 1^st January 2008 representing an annual revenue for an individual amount greater than € 200,000 (Two Hundred Thousand Euros); (c) which represents an expense for the Company or its Subsidiaries for an individual amount greater than € 200,000; (d) which was entered into with one of the officers or directors of the Company or any of its Subsidiaries; (e) in which the Company or its Subsidiaries has guaranteed or otherwise agreed to be responsible for any indebtedness of any other Person; (f) which provides for an exclusivity or a non-competition undertaking on behalf of the Company or its Subsidiaries; or (g) which involves a dispute which is not resolved with a claim against the Company of more than €25,000; it being specified that Material Contracts defined in (a) and (b) above are together defined as the “Customer Material Contracts” and that Material Contracts defined in (c), (d), (e), (f) and (g) above are together defined as the “Other Material Contracts”;

“Offer” shall have the meaning set forth in the Recital (B);

“Offer Price” shall mean € 2.05 per Company share and € 1.33 per BSAR, to which will be added a premium amounting to € 0.15 per each Company share and BSAR tendered to the Offer, should Offeror cross upwards, at the latest on December 31, 2014, the 95% threshold of the voting rights of the Company on a fully diluted basis (but excluding the Free Shares

which will not be taken into account for the purpose of calculating such threshold), it being specified that Treasury Shares will be deemed to be shares held by the Offeror for the purpose of calculating this threshold;

“Order” shall mean any judgment, injunction, order, award, ruling, writ, decree or other restriction of any court or arbitrator or governmental authority having competent jurisdiction;

“Party” shall have the meaning set forth in the first paragraph of this Agreement;

“Person” shall mean an individual, a corporation, a partnership, a limited liability company or partnership, a trust, an unincorporated organization, a government or any department or agency thereof, or any other juridical entity.

“Offeror” shall have the meaning set forth in the first paragraph of this Agreement;

“Representatives” of a Party shall mean such Party’s Affiliates and the agents, directors, officers, advisors (including, without limitation, financial, legal and accounting advisors) and representatives of such Party and its Affiliates;

“Response Period” shall mean, in case of a Competing Offer, a period of five (5) Business Days from the date on which a press release is published with respect to the Competing Offer in accordance with Article 231-16 III of the AMF Regulation;

“Rules” shall have the meaning set forth in Section 7.6(ii) hereof;

“Undertaking Agreements” shall have the meaning set forth in Recital (B);

“SaaS” shall mean Software as a Service;

“Subsidiaries” shall have the meaning is Section 3.6 hereof;

“Superior Proposal” shall mean a Takeover Proposal that is a tender offer (offre publique d’acquisition) to acquire 100% of the Company Shares, which is filed with the AMF after the filing of the Offer by Offeror by a Person other than an Affiliate of Offeror in accordance with Article 231-13 of the AMF Regulation and declared conform by the AMF, in accordance with article 232-7 of the AMF Regulation;

“Stock Options” shall mean of all stock options and all options to purchase or subscribe for Company Shares granted to employees, directors or other officers of the Company and its Affiliates;

“Takeover Proposal” shall mean any inquiry, proposal or offer from any person (other than Offeror) relating to, or that could reasonably be expected to lead to, any direct or indirect acquisition, in one transaction or a series of transactions, including, any merger, consolidation, tender offer, exchange offer, stock acquisition, asset acquisition, binding share exchange, business combination, recapitalization, liquidation, dissolution, joint venture or similar transaction, of (A) assets or businesses that constitute or represent 10% or more of the total revenue, operating income, EBITDA or assets of the Company and its Affiliates, taken as a whole, for the fiscal year ended December 31, 2012, or (B) 5% or more of the outstanding Company Shares of any class of capital stock of, or other equity or voting interests in, the Company or any class of capital stock of, or other equity or voting interests in, any of the Company’s Affiliates directly or indirectly holding, individually or taken together, the assets or businesses referred to in clause (A) above, in each case other than the Offer;

“Treasury Shares” shall mean ordinary shares of the Company held, from time to time, by the Company or any of its Affiliates.

For the purposes of this Agreement: (i) words (including capitalized terms defined herein) in the singular shall be held to include the plural and vice versa as the context requires; (ii) the terms “hereof,” “herein,” and “herewith” and words of similar import shall, unless otherwise expressly stated, be construed to refer to this Agreement as a whole (including any Exhibit or Schedule hereto) and not to any particular provision of this Agreement, and Article, Section and Exhibit references are to the Articles, Sections and Exhibits to this Agreement unless otherwise expressly specified; (iii) the word “including” and words of similar import when used in this Agreement shall mean “including without limitation” unless otherwise expressly specified; (iv) the word “or” shall not be exclusive; (v) all references to any period of days shall be deemed to be to the relevant number of calendar days unless otherwise expressly specified; and (vi) the Recitals, Exhibits and Schedules to this Agreement form part of this Agreement and have the same force and effect as if set out in the body of this Agreement; any reference to this Agreement includes the Recitals, Exhibits and the Schedules to it.

The opening of the Offer is subject to clearance by the AMF in accordance with the AMF Regulation.

Offeror shall have the right to withdraw the Offer in the circumstances set forth in Article 232-11 of the AMF Regulation.

and Company shall cooperate with each other to fulfill all applicable requirements of the AMF, NYSE-Euronext and United States Securities and Exchange Commission (“SEC”), and to respond to comments from any of the foregoing, and to make such amendments and supplements to filings as may be required; provided that Company shall not incur any costs or fees whatsoever with respect to its cooperation to fulfill applicable requirements of the SEC as the case may be.

Company undertakes that during the period from the date hereof until the closing of the Offer or the closing of its re-opening period:

The Company undertakes that, from the date hereof until the settlement of Company Shares tendered to the initial Offer period or the re-opening of the Offer, as the case may be, Company and its Affiliates shall conduct their business in the ordinary course and in accordance with past practices (except to the extent contemplated by this Agreement) and shall not, without prejudice to the generality of the foregoing: (a) make or agree to make any investments or divestments or enter into any other commitment or contract which would be in excess of the size ordinarily carried out by Company and its Affiliates and which may prevent the implementation of this Agreement or would reasonably be expected to delay the closing or the settlement of the Offer; or (b) declare, authorize, make or pay a dividend (in cash or in kind) or other distribution of a similar nature or any reduction of capital or purchase of Company Shares; or (c) make, agree to make or decide upon any change to the capital structure of the Company (other than any issuance of shares upon exercise, conversion or exchange of securities or BSARs, or Stock Options or Free Shares outstanding as of the date of this Agreement); or (d) pay, or agree to pay or provide any bonus, or other employee benefits or compensation (including any profit share, retirement benefits or severance package), other than year-end bonus payments in the ordinary course in an amount not exceeding €100,000 for any single employee, director or officer, and in an aggregate amount not exceeding €400,000 for all employees, directors or officers, or grant or agree to grant, or amend, or agree to amend the terms (including by accelerating the vesting) of any free shares (including the Free Shares) or any warrants (including the BSARs) or any stock options (including the Stock Options).

Company undertakes that, as soon as reasonably practicable:

During the term of this Agreement, Company shall, and shall cause its Representatives:

would reasonably be expected to lead to a Takeover Proposal, and cause all materials and written information communicated by the Company or its advisors and agents to such person to be returned to the Company or destroyed;

provided, however, that if a tender offer is filed with the AMF by a third party at any time following the date of this Agreement and prior to the settlement of the Offer (the “Competing Offer”) (a) Company and its Representatives shall have the right to, after filing of such Competing Offer with the AMF, negotiate with and provide information to the person having filed the Competing Offer (provided that all information which is provided to the third party shall simultaneously be provided to Offeror); and (b) during the Response Period, Offeror shall have the right, but not the obligation, to offer to amend the terms of the Offer and in such case Company shall, and shall cause its advisors to, negotiate in good faith with Offeror to make such adjustments to the terms and conditions of the Offer as would enable Company to recommend and proceed with the Offer as amended, rather than the Competing Offer; if AMF determines that the Competing Offer is not a Superior Proposal, the Company Board will promptly reaffirm that the Offer is in the best interests of the Company, its employees and its shareholders by confirming its Board Recommendation; but if AMF determines that the Competing Offer is a Superior Proposal, Company may approve and recommend that holders of Company Shares accept the Superior Proposal, in which case, this Agreement shall terminate pursuant to Section 4.1, unless Offeror amends the terms of the Offer within appropriate regulatory timeline and that its revised Offer is determined by the AMF to be superior to the Superior Proposal (the “Revised Offer”), in which case the Company Board shall promptly reaffirm that the Offer, as revised, is in the best interests of the Company, its employees and its shareholders and shall recommend that holders of Company Shares accept the Revised Offer instead of the Superior Proposal.

Except as required by this Agreement, Applicable Laws or with the prior written consent of the Offeror (such consent not to be unreasonably withheld or delayed), from the date hereof until the settlement of the Company Shares tendered to the initial Offer period, Company shall not:

Company represents and warrants to the Offeror that:

of shares of capital stock owned by each shareholder or the amount of equity owned by each equity owner. Each Subsidiary is a duly organized and validly existing corporation or other entity in good standing under the laws of the jurisdiction of its incorporation or organization and is duly licensed and qualified or authorized to do business as a foreign corporation or entity and is in good standing under the laws of each jurisdiction in which the conduct of its business or the ownership of its properties requires such qualification or authorization, except where the failure to be so qualified, authorized or in good standing would not have a Material Adverse Effect and except for what is disclosed in Schedule 3.6(v) or already disclosed to the public in accordance with the AMF Regulation regarding “information réglementée”. Each Subsidiary has all requisite corporate or entity power and authority to own lease and operate its properties and carry on its business as now conducted and currently proposed to be conducted. None of the Subsidiaries owns, directly or indirectly, any capital stock or other equity interest in any other Person;

in all material respects complied with all Applicable Laws affecting the Company’s or Subsidiaries’ properties or the operation of their business. The Company has received all governmental authorizations that would be necessary to the conduct of its business, and there exists no current material default under or material violation of any such governmental authorization by or on behalf of the Company;

No proceedings of any nature whatsoever have been undertaken which may result in the withdrawal, suspension or modification of any of the approvals, authorizations, consents and permits referred to above, nor are any such proceedings threatened in writing;

The Company and its Subsidiaries have at all relevant times complied with all Applicable Laws relating to export control and trade sanctions or embargoes, and possesses all governmental authorizations required in order to comply with such Applicable Laws;

Company or any of its Subsidiaries have engaged in questionable accounting or auditing practices;

The Schedules to this Article 3.6 are attached as Exhibit 4 to this Agreement.

Offeror represents and warrants to the Company that:

(with the exception of representations made in (i) to (iv) of such section) and on the basis of which the Offeror could decide to terminate this Agreement.

Upon settlement of the Company Shares tendered into the initial Offer period, Offeror shall be entitled to designate a majority of directors on the Company Board and Company shall, at such time, cause Offeror’s designees to be so elected or appointed to the Company Board and shall take all actions requested by Offeror necessary to effect any such election or appointment.

In connection with the foregoing, the Company shall (i) promptly obtain the one-by-one resignations of Mr. Jacques Soumeillan, Mrs. Françoise Asparre, Mr. Thibault de Bouville and one independent board member, (ii) make its best efforts to obtain the resignation of another independent board member, and (iii) promptly upon each of such resignations, obtain the cooptation of a sufficient number of Offeror’s representatives so that Offeror controls the Company Board (by way of having a majority of the members at the Company Board or in case of tie, by having one of the representatives of Offeror being appointed as President of the Company Board with a casting vote).

Company shall pay to Offeror a break fee of:

(in each case, the “Break-Up Fee”).

Offeror shall pay to Company a break fee of €500,000 (the “Reverse Break-Up Fee”) if Offeror does not file the Offer to the AMF, in accordance with the AMF Regulation and under terms and conditions set forth in Exhibit 1, within 5 Business Days following the date of this Agreement.

The payment of the Break-Up Fee or Reverse Break-Up Fee shall occur within five (5) calendar days of the date on which the event having triggered it shall have occurred.

Parties acknowledge that the agreements contained in this Section 3.9 are an integral part of this Agreement and that, without these agreements, the Offeror and the Company would not enter into this Agreement.

The payment of any amounts due pursuant to this Section 3.9 shall not constitute the exclusive remedy of Offeror or Company under this Agreement. Without limiting the generality of the foregoing, in the event of a breach (or deemed breach) by Company of Section 3.4, Offeror may seek any and all other remedies available at law or in equity to which Offeror is entitled.

During the period commencing on the date hereof and continuing until the earlier of the termination of this Agreement and the settlement of the Company Shares acquired in the initial Offer period, Company shall, subject to any restrictions imposed by applicable law, notify Offeror of any event or circumstance that has or may reasonably be expected to have either a Material Adverse Effect or a material positive impact on the business, assets, properties, results of operations or financial condition of Company and its Affiliates, taken as a whole, or the ability of Offeror and its affiliates to continue operating the business of Company and its Affiliates after the closing of the Offer in substantially the same manner as it was operated immediately prior to the date of this Agreement.

Following the meeting of the Company Board which will appoint the new directors representing the Offeror as well as the new Président Directeur Général of the Company, Offeror undertakes and procures that, on the date of such meeting, the Company will enter into and execute employment agreements respectively with Mr. Jacques Soumeillan and with Mrs. Françoise Asparre, substantially in the forms attached as Exhibit 5.

This Agreement shall terminate automatically (de plein droit) upon the occurrence of any of the following:

Offeror shall have the right to terminate this Agreement if:

Company shall have the right to terminate this Agreement if the Offer is not filed by Offeror, in accordance with the AMF Regulation, within 5 Business Days following the date of this Agreement; provided that such termination shall only be effective if the Offeror has effectively paid the Reverse Break-Up Fee to Company pursuant to Section 3.9.

Any termination of this Agreement, including any termination pursuant to Sections 4.1 and 4.2, shall be without prejudice to the provisions of the Confidentiality Agreement, and the provisions of Section 3.9 (to the extent that an event triggering the payment of a Break-Up Fee or a Reverse Break-Up Fee has occurred on the same day as, or before, such termination), this Section 4.3 and Articles 6 and 7 of the Agreement, which shall remain in force in accordance with their terms. Except as set forth above, if this Agreement is terminated in accordance with Section 4.1 or 4.2, such termination shall not release Company or Offeror respectively from liability for any breach of this Agreement that has arisen prior to such termination.

At the request of the Offeror, executives from the Company will participate in media presentations and road shows sponsored by the Offeror to explain the Offer and its rationale.

Except as may otherwise be required by applicable laws or regulations or expressly provided for in this Agreement, the Parties hereby agree that they will, to the extent reasonably possible, consult with each other before making, and give each other a reasonable opportunity to review and comment upon, any press release or other public statements with respect to this Agreement or the Offer.

All notices or communications made pursuant to this Agreement must be addressed by registered letter, return receipt requested, and shall be deemed effective upon receipt, unless they are preceded by a fax transmission, in which case they shall be deemed effective upon being sent. Said notices shall be sent to each Party address referred to above, and, as the case may be, to the following individuals and their corresponding fax numbers, unless notified otherwise as indicated above:

c/o PROS Holdings, Inc.

3100 Main St, Ste 900

Houston, TX 77002

Attention: Andres D. Reiner

France

Attention: Nicolas de Witt

No variation or amendment of this Agreement shall be effective unless in writing and executed by or on behalf of each of the Parties.

Except as provided in Article 3.9 above, all costs and expenses incurred in connection with this Agreement and the consummation of the transactions contemplated herein shall be paid by the Party incurring such expenses.

This Agreement and the Exhibits hereto (and any other agreements entered into on or subsequent to the date hereof) constitute the entire agreement and supersedes all prior agreements and understandings, both written and oral, between the Parties with respect to the subject matter hereof, in particular the Exclusivity Agreement dated July 23, 2013 and

the revised indicative offer letter dated September 27, 2013, but except as regards to the Confidentiality Agreement. This Agreement is not intended to, and does not confer upon any Person other than the Parties hereto any rights or remedies hereunder.

If any provision of this Agreement is held to be invalid or unenforceable for any reason, such provision shall be ineffective to the extent of such invalidity or unenforceability; provided, however, that the remaining provisions shall continue in full force without being impaired or invalidated in any way. The Parties agree to replace any invalid or unenforceable provision with a valid provision which most closely approximates the intent and economic effect of the invalid or unenforceable provision.

The Parties hereto agree that irreparable damages would occur in the event that any provision of this Agreement was not performed in accordance with the terms hereof and that the Parties shall be entitled to specific performance (exécution forcée) of the terms hereof, in addition to any other remedy at law that may be available. Accordingly, the exclusion of specific performance under Article 1142 of the French Civil Code is hereby expressly waived by each of the Parties.

By: PROS HOLDINGS, Inc.

Name: Andres Reiner

Title: Chief Executive Officer

By: Cameleon Software

Name: Jacques Soumeillan

Title: Président Directeur Général

Exhibit 1: Draft Note d’Information

Exhibit 2: Draft Note en réponse

Exhibit 3: Draft press release

Exhibit 4: Disclosure schedules to the representations made by the Company

Exhibit 5: Employment agreements