FIRST AMENDMENT TO OFFICE LEASE

QuickLinks -- Click here to rapidly navigate through this document

Exhibit 10.10.1

FIRST AMENDMENT TO OFFICE LEASE

        This FIRST AMENDMENT TO OFFICE LEASE (this " First Amendment ") is executed as of March 31, 2006 (the " Effective Date ") by and between HOUSTON COMMUNITY COLLEGE SYSTEM, a local governmental entity organized pursuant to the Texas Education Code (" 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.    The Original Lease is for a term expiring on the Expiration Date (as defined in the Original Lease) and which is currently May 31, 2006.

        C.    Landlord and Tenant desire to further amend the Original Lease subject to the specific terms and conditions of this First Amendment, but not otherwise.

        NOW THEREFORE, in consideration of the of the mutual covenants and agreements contained herein and for Ten and No/100 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 First Amendment shall have the meanings given to them in the Original Lease. The term " Lease " as used in this First Amendment shall mean the Original Lease as amended by this First Amendment.

        2.     Premises .    Landlord and Tenant acknowledge and agree that the Premises is comprised of "Floor 9" and "Floor 10" of that certain Condominium Declaration for the 3100 Main Condominium recorded under Clerk's File No. W441927 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.

        3.     Base Rent .     Paragraph 1.D of the Original Lease is hereby amended to provide that from and after June 1, 2006 Base Rent will be as follows and otherwise Base Rent will remain unchanged:

1

        4.     Rental Abatement.     

        (a)   The portion of Paragraph 1.D of the Original Lease entitled "RENTAL ABATEMENT" is hereby amended and restated in its entirety to read as follows:

"RENTAL ABATEMENT"

        (1)   Commencing on June 1, 2006, the Tenant will be entitled to receive a credit as prepaid Base Rent equal to two (2) months of Base Rent (but not Taxes) based on 65,406 RSF at the $14.75 RSF annual Base Rent rate, to be applied monthly against Base Rent as it becomes due.

        (2)   Commencing on June 1, 2006, Tenant will be entitled to receive a credit (the " 9th Floor Credit ") as prepaid Base Rent equal to sixteen (16) months of Base Rent based on the 7,794 RSF of the Premises located on the 9th Floor which is not currently built-out and which is depicted on Exhibit A to this First Amendment (the " 9th Floor Credit Space ") at the $14.75 RSF annual Base Rent rate; provided, however , that at such time as Tenant occupies or uses all or any portion of the 9th Floor Credit Space in any manner (excluding Tenant's continued use of the 9th Floor Credit Space for storage only or the build-out of the 9th Floor Credit Space, but not for any other purposes), the 9th Floor Credit shall no longer be provided to Tenant and Tenant shall immediately begin paying Base Rent on the 9th Floor Credit Space in accordance with the terms of this Lease.

        (3)   Commencing on June 1, 2006, Tenant will be entitled to receive an abatement for the monthly charges for any unreserved Tenant Parking Spaces or for monthly charges for any Tenant Parking Spaces in the Parking Nest (as defined in Paragraph 4.H), if any. for a period of twenty (20) months (the " Parking Abatement ")."

        (b)   Tenant acknowledges that it is not entitled to any credits against Rent or any allowances except (i) as expressly provided in Section 4(a) and Section 6(b) of this First Amendment and (ii) the Refurbishment Allowance (as defined below in Section 14 of this First Amendment).

        5.     Tenant's Pro Rata Share .     Paragraph 1.E of the Original Lease is hereby amended and restated in its entirety to read as follows:

        "E.  " Tenant's Pro Rata Share " is equal to the RSF of the Premises divided by the RSF of the Building and currently equals 13.7853%."

        6.     Base Year .    

        (a)    Paragraph 1.F of the Original Lease is hereby amended and restated in its entirety to read as follows:

        " Base Year" for Operating Expenses : From the Commencement Date through December 31, 2005, the " Base Year " for Operating Expenses shall be 2001. Commencing on January 1, 2006 and for the remainder of the Term, the " Base Year " for Operating Expenses shall be 2006."

        (b)   Tenant shall not be liable to Landlord for any Excess Operating Expenses for the calendar year 2006. In the event that Tenant has already paid to Landlord any such sums, Tenant will be entitled to a credit against Base Rent equal to such Excess Operating Expenses actually paid by Tenant to Landlord from and after the January 1, 2006 and for the calendar year 2006 (the " 2006 Operating Expense Overpayment "). Such Base Rent credit shall continue until such time as any 2006 Operating Expense Overpayment actually paid by Tenant to Landlord shall have been reimbursed to Tenant pursuant to such Base Rent credit.

2

        7.     Term .     Paragraph 1.G of the Original Lease is hereby amended and restated in its entirety to read as follows:

        "G.  " Term " The term of this Lease for the Premises shall commence on the Commencement Date and expire on July 31, 2011, unless extended or earlier terminated as permitted pursuant to the express terms hereof."

        8.     Notice Addresses .     Paragraph 1.L of the Original Lease is hereby amended and restated in its entirety to read as follows:

        "L.  " Notice Address ":

        9.     Definition of Rent .     Paragraph 4.A of the Original Lease is hereby amended as follows:

        (a)   The first sentence of Paragraph 4.A is hereby amended and restated in its entirety to read as follows:

        "As consideration for this Lease, commencing on the dates specified in Paragraph 1.D , Tenant will pay Landlord, without setoff or deduction, unless a setoff is specifically permitted by an express provision of this Lease, the total amount of Base Rent, Additional Rent and Premise Taxes due and payable for the Term in the manner set forth in this Lease."

        (b)   The term "Rent" shall mean Additional Rent, Base Rent and Premise Taxes, collectively.

        10.     Operating Expenses Defined .    

        (a)    Paragraph 4.D(5) is hereby amended and restated in its entirety to read as follows:

        "(5)    Real estate taxes, assessments, business taxes, excises, association dues directly related to the Property, fees, levies, charges and other taxes of every kind and nature whatsoever, general and special, extraordinary and ordinary, foreseen and unforeseen, including interest on installment payments, which may be levied or assessed against or arise in connection with the ownership, use, occupancy, rental, operation or possession of the Property (including, without limitation, personal property taxes for property that is owned by Landlord and used in connection with the operation, maintenance and repair of the Property), or substituted, in whole or in part, for a tax previously in existence by any taxing authority, or assessed in lieu of a tax increase, or paid as rent under any ground lease (collectively, " Taxes "). Taxes do not include Landlord's income, franchise or estate taxes (except to the extent such excluded taxes are assessed in lieu of taxes included above). Tenant's share of Taxes for purposes of this Paragraph D.5 and without limiting Tenant's obligations under Paragraph 4.I , shall be based on Tenant's Pro Rata Share of Taxes assessed on, levied against or attributable to the Property other than (i) the Premises, (ii) any portion of the leaseable

3

space in the Building or the retail/office space on the first floor of the Parking Facilities which is used, held or occupied exclusively by Landlord, (iii) any portion of the leaseable space in the Building or the retail/office space on the first floor of the Parking Facilities which is either leased to a third party or being held for lease to a third party, (iv) the Auditorium and (v) the Café."

        (b)   The following is hereby added to the Original Lease as Paragraph 4.E(5) and Paragraph 4.E(6) :

        "(5)    The routine operation, repair and maintenance of the "Neo Café" located on the first (1st) floor of the Building (the " Café ") including (i) any leasehold build-out, remodeling or interior upgrades to the Café and (ii) any repair and maintenance expenses that would be the responsibility of any tenant occupying the Café if the tenant of the Café was an unaffiliated party; provided, however , that notwithstanding the foregoing or anything herein to the contrary, Landlord shall be permitted to include in Operating Expenses (x) any maintenance, repairs or capital expenditures which would be Landlord's responsibility to perform if the tenant of the Café was an unaffiliated party and which would otherwise be permitted pursuant to the terms of this Lease, including, but not limited to Paragraph 4.D , and (ii) any utilities or services which Landlord typically provides to other tenants in the Building or to the Property generally, such as security, janitorial, electrical, gas, water, sewer, HVAC, etc (but excluding any above building standard services furnished to the Café, provided that nothing herein shall require Landlord to install any submeters within the Café to determine any above building standard utilities being furnished to the Café). In determining the repair and maintenance expenses that would be the responsibility of a tenant or the Landlord, as applicable, the customary repair and maintenance allocation contained in lease agreements between Landlord and unaffiliated tenants of the Building shall be controlling.

        (6)   The routine operation, repair and maintenance of the Auditorium located on the second (2nd) floor of the Building (the " Auditorium "), including any leasehold build-out, remodeling or interior upgrades to the Auditorium; provided, however , that notwithstanding the foregoing or anything herein to the contrary, Landlord shall be permitted to include in Operating Expenses (x) any maintenance, repairs or capital expenditures necessary to maintain the structural, mechanical, electrical, plumbing, HVAC, fire, health and life safety systems and/or or other similar components of the Auditorium or which are related to the maintenance, repair or upgrade of the Building (as opposed to day-to-day maintenance and repairs resulting from normal wear and tear of the Auditorium) and (y) any utilities or services which Landlord typically provides to other tenants in the Building or to the Property generally, such as security, janitorial, electrical, gas, water, sewer, HVAC, etc. (but excluding any above building standard services furnished to the Auditorium, provided that nothing herein shall require Landlord to install any submeters within the Auditorium to determine any above building standard utilities being furnished to the Auditorium).

        11.     Audit .     Paragraph 4.G of the Original Lease is hereby amended to provide that the " Audit Election Period " shall be within ninety (90) days after Landlord furnishes its statement of actual Operating Expenses for any calendar year (including the Base Year).

        12.     Parking .    

        (a)   Paragraph 4.H of the Original Lease is hereby amended and restated in its entirety as follows:

         "H.   Parking Permits/Charges.

        (1)   Tenant shall be provided, and shall be required to take and pay for, not less than two (2) unreserved parking spaces in the Parking facilities for each 1,000 RSF of the Premises B

4

leased by Tenant (the " Must Take Spaces ") with the ability to expand the ratio at any time during the Term, upon thirty (30) days prior written notice to Landlord, to up to four (4) unreserved parking spaces per 1,000 RSF leased by Tenant (the unreserved parking spaces actually taken by Tenant in excess of the Must Take Spaces being referred to herein as the " May Take Spaces " and the Must Take Spaces plus the May Take Spaces actually taken by Tenant being referred to herein collectively as the " Tenant Parking Spaces "). All of the Tenant Parking Spaces (except any that are converted to reserved parking spaces as provided below) shall be on a first come first serve basis in the Parking Facilities.

        (2)   Tenant has been granted the one time right, which Tenant hereby exercises, to convert up to twenty percent (20%) of the Tenant Parking Spaces to reserved parking spaces (" Tenant's One Time Parking Space Conversion "), such conversion to be effective as of the date of this First Amendment. Notwithstanding the foregoing, at any time during the Term, Tenant shall have the right to convert Tenant Parking Spaces from reserved parking spaces to unreserved parking spaces. In the event during the Term Tenant converts more than five percent (5%) of the Tenant Parking Spaces from reserved to unreserved spaces (i.e. the number of reserved Tenant Parking Spaces drops below fifteen percent (15%) of the total number of Tenant Parking Spaces after the exercise of Tenant's One Time Parking Spaces Conversion), thereafter Tenant's right to convert unreserved parking spaces to reserved parking spaces shall be changed to a right to convert up to fifteen percent (15%) of the Tenant Parking Spaces to reserved parking spaces; provided, however , that in the event that Landlord determines, in its sole and absolute discretion as operator of the Parking Facilities, that there is existing availability in the Parking Facilities for additional reserved parking spaces at the time that Tenant requests additional reserved parking spaces, Landlord shall make available to Tenant the right to convert additional Tenant Parking Spaces to reserved parking spaces, but in no event shall Landlord be obligated to provide Tenant with an aggregate amount of reserved parking spaces in excess of twenty percent (20%) of the Tenant Parking Spaces.

        (3)   Tenant has been granted the one time right, which Tenant hereby exercises, to have one half ( ¹ / 2 ) of its reserved Tenant Parking Spaces be located on the 4th floor in a contiguous block of spaces and the balance of Tenant's reserved Tenant Parking Spaces to be located on the 5th floor in a similar contiguous block of spaces In the event Tenant subsequently converts any of the Tenant Parking Spaces from reserved parking spaces to unreserved parking spaces, then at such time Tenant will only have the right to request that the reserved Tenant Parking Spaces be arranged in accordance with the preceding sentence, but such right shall be subject to Landlord's determination, in its sole and absolute discretion as operator of the Parking Facilities, that the ability to arrange the reserved Tenant Parking Spaces in such fashion exists and that such arrangement will not adversely affect the operation of the Parking Facilities.

        (4)   The rate for the Tenant Parking Spaces during the Term shall be equal to (i) Forty-five and No/100 Dollars ($45.00) per month for each unreserved Tenant Parking Space (plus applicable taxes), (ii) Seventy-five and No/100 Dollars ($75.00) per month for each reserved Tenant Parking Space (plus applicable taxes) and (iii) Forty and No/100 Dollars ($40.00) per month (plus applicable taxes) for each Tenant Parking Space in the Parking Nest.

        (5)   At any time during the Term, Tenant may opt to create a parking "nest" on the then top floor of the Parking Facilities (currently the 8th floor) (the " Parking Nest "), reserving as many Available Spaces as exist on that floor at the time in question. " Available Spaces " means the parking spaces on the then top floor of the Parking Facilities which are available for parking automobiles and which are not otherwise reserved. In the event that Tenant shall elect to exercise its right to create the Parking Nest, the aggregate number of Tenant Parking Spaces on all of the floors in the Parking Facilities below the floor on which the Parking Nest

5

is located (currently floors 1-7)(the " Covered Floors ") shall be reduced by the aggregate number of Tenant Parking Spaces within the Parking Nest with such reduction applying first to any reserved Tenant Parking Spaces located within the Covered Floors and then, after eliminating all reserved Tenant Parking Spaces within the Covered Floors, next to the unreserved Tenant Parking Spaces located within the Covered Floors. Tenant acknowledges that subject to Landlord's repair and maintenance requirements under this Lease, Tenant accepts the floor of the Parking Facilities on which the Parking Nest is located in its then "as-is, where-is" condition and that Landlord shall not be required to make any modifications to such floor of the Parking Facilities to accommodate the Parking Nest, including, but not limited to, creating elevator access.

        (6)   Without limiting Paragraph 4 of the Parking Agreement (Exhibit E) and in the event the Parking Nest is created, if at any time Tenant, its employees, invitees, guests or anyone utilizing the Tenant Parking Spaces at Tenant's direction shall use more than the number of Tenant Parking Spaces permitted in the Covered Floors, then Landlord shall be entitled to exercise all rights permitted under the Lease as well as the rules and regulations of the Parking Facilities, including, but not limited to, removing vehicles from the Parking Facilities.

        (7)   Subject to the terms and conditions of this Paragraph 4.H , Tenant may convert any reserved Tenant Parking Space into an unreserved Tenant Parking Space and relinquish any May Take Spaces upon at least thirty (30) days advance written notice to Lessor."

        (b)   As of the Effective Date of this First Amendment, Tenant has elected to exercise its right to take all of the May Take Spaces for a total of Two Hundred Ninety-Three (293) Tenant Parking Spaces. Of these Tenant Parking Spaces, Two Hundred Thirty-Four (234) Tenant Parking Spaces are unreserved and Fifty-Nine