AMENDMENT TO STOCK PURCHASE AND STOCKHOLDERS AGREEMENT

QuickLinks -- Click here to rapidly navigate through this document

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 r