Prgx Global, Inc. Sample Contracts

Prgx Global, Inc. – SECURITY AND PLEDGE AGREEMENT (March 18th, 2019)

THIS SECURITY AND PLEDGE AGREEMENT (this “Agreement”) is entered into as of March 14, 2019 among PRGX Global, Inc., a Georgia corporation (“PRGX”), PRGX USA, Inc., a Georgia corporation (“PUSA”, and together with PRGX, individually, a “Borrower” and, collectively, the “Borrowers”), the other parties identified as “Obligors” on the signature pages hereto and such other parties that may become Obligors hereunder after the date hereof (together with the Borrowers, individually, an “Obligor”, and, collectively, the “Obligors”) and Bank of America, N.A., in its capacity as administrative agent (in such capacity, the “Administrative Agent”) for the holders of the Secured Obligations (defined below).

Prgx Global, Inc. – CREDIT AGREEMENT Dated as of March 14, 2019 among PRGX GLOBAL, INC. and PRGX USA, INC., as the Borrowers, THE SUBSIDIARIES OF THE BORROWERS IDENTIFIED HEREIN, as the Guarantors, BANK OF AMERICA, N.A., as Administrative Agent, Swingline Lender and L/C Issuer, and THE OTHER LENDERS PARTY HERETO Arranged By: MERRILL LYNCH, PIERCE, FENNER & SMITH, INCORPORATED, as Sole Lead Arranger and Sole Bookrunner (March 18th, 2019)

This CREDIT AGREEMENT is entered into as of March 14, 2019 among PRGX Global, Inc., a Georgia corporation (“PRGX”), and PRGX USA, Inc., a Georgia corporation (“PUSA”, and together with PRGX, the “Borrowers” and each, a “Borrower”), the Guarantors (defined herein), the Lenders (defined herein) and BANK OF AMERICA, N.A., as Administrative Agent, Swingline Lender and L/C Issuer.

Prgx Global, Inc. – EMPLOYMENT AGREEMENT (January 7th, 2019)

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into on January 3, 2019 (the “Effective Date”) by and between PRGX Global, Inc., a Georgia corporation (the “Company”), and Kurt J. Abkemeier (the “Executive”).

Prgx Global, Inc. – THIRTEENTH LOAN DOCUMENTS MODIFICATION AGREEMENT (November 8th, 2018)

THIS THIRTEENTH LOAN DOCUMENTS MODIFICATION AGREEMENT (this “Amendment”) is made and entered into as of the 5th day of November, 2018, by and among PRGX GLOBAL, INC., a Georgia corporation (“PRGX”), PRGX USA, INC., a Georgia corporation (“PRG-USA”) (PRGX and PRG-USA are each individually, a “Borrower”, and collectively, the “Borrowers”), each of the Subsidiaries of PRGX listed as a “Guarantor” on the signature pages hereto (each such Subsidiary individually, a “Guarantor”, and collectively, the “Guarantors”), and SUNTRUST BANK, as Administrative Agent, the sole Lender and Issuing Bank.

Prgx Global, Inc. – TWELFTH LOAN DOCUMENTS MODIFICATION AGREEMENT (October 2nd, 2018)

THIS TWELFTH LOAN DOCUMENTS MODIFICATION AGREEMENT (this “Amendment”) is made and entered into as of the 28th day of September, 2018, by and among PRGX GLOBAL, INC., a Georgia corporation (“PRGX”), PRGX USA, INC., a Georgia corporation (“PRG-USA”) (PRGX and PRG-USA are each individually, a “Borrower”, and collectively, the “Borrowers”), each of the Subsidiaries of PRGX listed as a “Guarantor” on the signature pages hereto (each such Subsidiary individually, a “Guarantor”, and collectively, the “Guarantors”), and SUNTRUST BANK, as Administrative Agent, the sole Lender and Issuing Bank.

Prgx Global, Inc. – SEPARATION AGREEMENT (October 2nd, 2018)

THIS SEPARATION AGREEMENT (this “Agreement”) is made and entered into on the 27th day of September, 2018, by and between DEBORAH M. SCHLEICHER (“Executive”) and PRGX GLOBAL, INC., a Georgia corporation (“Company”). Executive and Company are sometimes hereinafter referred to together as the “Parties” and individually as a “Party.”

Prgx Global, Inc. – EMPLOYMENT AGREEMENT (August 30th, 2018)

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of August 30, 2018 (the “Effective Date”) by and between PRGX Global, Inc., a Georgia corporation (the “Company”), and Peter Limeri (the “Executive”).

Prgx Global, Inc. – PRGX RESTRICTED STOCK AGREEMENT FOR EMPLOYEES (June 4th, 2018)

PRGX GLOBAL, INC. (“PRGX”) is pleased to grant to the person signing below (“you” or “Participant”) the Restricted Stock described below under the PRGX Global, Inc. 2017 Equity Incentive Compensation Plan (the “Plan”).

Prgx Global, Inc. – PRGX STOCK APPRECIATION RIGHTS AGREEMENT FOR EMPLOYEES (June 4th, 2018)

PRGX GLOBAL, INC. (“PRGX”) is pleased to grant to the person signing below (“you” or “Participant”) the Stock Appreciation Rights described below (“SARs”) under the PRGX Global, Inc. 2017 Equity Incentive Compensation Plan (the “Plan”).

Prgx Global, Inc. – PRGX RESTRICTED STOCK AGREEMENT FOR NON-EMPLOYEE DIRECTORS (June 4th, 2018)

PRGX GLOBAL, INC. (“PRGX”) is pleased to grant to the person signing below (“you” or “Participant”) the Restricted Stock described below under the PRGX Global, Inc. 2017 Equity Incentive Compensation Plan (the “Plan”).

Prgx Global, Inc. – PRGX RESTRICTED STOCK UNIT AGREEMENT FOR EMPLOYEES (June 4th, 2018)

PRGX GLOBAL, INC. (“PRGX”) is pleased to grant to the person signing below (“you” or “Participant”) the Restricted Stock Units described below under the PRGX Global, Inc. 2017 Equity Incentive Compensation Plan (the “Plan”).

Prgx Global, Inc. – PRGX NON-QUALIFIED STOCK OPTION AGREEMENT FOR NON-EMPLOYEE DIRECTORS (June 4th, 2018)

PRGX GLOBAL, INC. (“PRGX”) is pleased to grant to the person signing below (“you” or “Participant”) the Non-Qualified Stock Option described below under the PRGX Global, Inc. 2017 Equity Incentive Compensation Plan (the “Plan”). For tax law purposes, this Option shall be treated as a Non-Qualified Stock Option. This Option is not intended to be and shall not be treated as an Incentive Stock Option for tax law purposes.

Prgx Global, Inc. – PRGX PERFORMANCE-BASED RESTRICTED STOCK UNIT AGREEMENT FOR EMPLOYEES (June 4th, 2018)

PRGX GLOBAL, INC. (“PRGX”) is pleased to grant to the person signing below (“you” or “Participant”) the Performance-Based Restricted Stock Units described below under the PRGX Global, Inc. 2017 Equity Incentive Compensation Plan (the “Plan”).

Prgx Global, Inc. – PRGX NON-QUALIFIED STOCK OPTION AGREEMENT FOR EMPLOYEES (June 4th, 2018)

PRGX GLOBAL, INC. (“PRGX”) is pleased to grant to the person signing below (“you” or “Participant”) the Non-Qualified Stock Option described below under the PRGX Global, Inc. 2017 Equity Incentive Compensation Plan (the “Plan”). For tax law purposes, this Option shall be treated as a Non-Qualified Stock Option. This Option is not intended to be and shall not be treated as an Incentive Stock Option for tax law purposes.

Prgx Global, Inc. – PRGX RESTRICTED STOCK UNIT AGREEMENT FOR NON-EMPLOYEE DIRECTORS (June 4th, 2018)

PRGX GLOBAL, INC. (“PRGX”) is pleased to grant to the person signing below (“you” or “Participant”) the Restricted Stock Units described below under the PRGX Global, Inc. 2017 Equity Incentive Compensation Plan (the “Plan”).

Prgx Global, Inc. – SEPARATION AGREEMENT (May 18th, 2018)

THIS SEPARATION AGREEMENT (this “Agreement”) is made and entered into this 16th day of May, 2018 by and between PETER LIMERI (“Executive”) and PRGX GLOBAL, INC., a Georgia corporation (“Company”). Executive and Company are sometimes hereinafter referred to together as the “Parties” and individually as a “Party.”

Prgx Global, Inc. – EMPLOYMENT AGREEMENT (May 18th, 2018)

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of May 16, 2018 to be effective May 21, 2018 (the “Effective Date”) by and between PRGX Global, Inc., a Georgia corporation (the “Company”), and Deborah M. Schleicher (the “Executive”).

Prgx Global, Inc. – ELEVENTH LOAN DOCUMENTS MODIFICATION AGREEMENT (May 9th, 2018)

THIS ELEVENTH LOAN DOCUMENTS MODIFICATION AGREEMENT (this “Amendment”) is made and entered into as of the 21st day of March, 2018, by and among PRGX GLOBAL, INC., a Georgia corporation (“PRGX”), PRGX USA, INC., a Georgia corporation (“PRG-USA”) (PRGX and PRG-USA are each individually, a “Borrower”, and collectively, the “Borrowers”), each of the Subsidiaries of PRGX listed as a “Guarantor” on the signature pages hereto (each such Subsidiary individually, a “Guarantor”, and collectively, the “Guarantors”), and SUNTRUST BANK, as Administrative Agent, the sole Lender and Issuing Bank.

Prgx Global, Inc. – PRGX NON-QUALIFIED STOCK OPTION AGREEMENT (October 26th, 2017)

PRGX GLOBAL, INC. (“PRGX”) is pleased to grant to the person signing below (“you” or “Participant”) the Non-Qualified Stock Option described below under the PRGX 2017 Equity Incentive Compensation Plan (the “Plan”). For tax law purposes, this Option shall be treated as a Non-Qualified Stock Option. This Option is not intended to be and shall not be treated as an Incentive Stock Option for tax law purposes.

Prgx Global, Inc. – SECOND AMENDMENT OF EMPLOYMENT AGREEMENT (October 26th, 2017)

THIS SECOND AMENDMENT OF EMPLOYMENT AGREEMENT (this “Second Amendment”) is made and entered into as of October 25, 2017 (the “Second Amendment Effective Date”) by and between PRGX Global, Inc., a Georgia corporation (the “Company”), and Ronald E. Stewart (the “Executive”).

Prgx Global, Inc. – EMPLOYMENT AGREEMENT (August 8th, 2017)

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of May 8, 2017 (the “Effective Date”) by and between PRGX Global, Inc., a Georgia corporation (the “Company”), and Daryl T. Rolley (the “Executive”).

Prgx Global, Inc. – PRGX GLOBAL, INC. 2017 EQUITY INCENTIVE COMPENSATION PLAN (June 30th, 2017)
Prgx Global, Inc. – TENTH LOAN DOCUMENTS MODIFICATION AGREEMENT (May 9th, 2017)

THIS TENTH LOAN DOCUMENTS MODIFICATION AGREEMENT (this “Amendment”) is made and entered into as of the 4th day of May, 2017, by and among PRGX GLOBAL, INC., a Georgia corporation (“PRGX”), PRGX USA, INC., a Georgia corporation (“PRG-USA”) (PRGX and PRG-USA are each individually, a “Borrower”, and collectively, the “Borrowers”), each of the Subsidiaries of PRGX listed as a “Guarantor” on the signature pages hereto (each such Subsidiary individually, a “Guarantor”, and collectively, the “Guarantors”), and SUNTRUST BANK, as Administrative Agent, the sole Lender and Issuing Bank.

Prgx Global, Inc. – UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS (May 5th, 2017)

On October 6, 2016, PRGX Global, Inc., through its wholly owned subsidiaries PRGX USA, INC. and PRGX UK LTD. (collectively “PRGX” or the “Company”) entered into an Asset Purchase Agreement (the “Initial Purchase Agreement”) with Cost & Compliance Associates, LLC, Cost & Compliance Associates Limited (collectively, “C&CA” or the “Sellers”) and Robert F. Donohue. On February 23, 2017, the parties entered into an amendment (the “Amendment,” and together with the Initial Purchase Agreement, the “Purchase Agreement”), pursuant to which the parties amended the Initial Purchase Agreement to, among other things, adjust the amount PRGX will pay at closing from a variable amount of up to $11 million to a fixed amount of $10 million and to modify the terms of the earnout to include certain earnout credit tied to the revenue from PRGX’s contract compliance business during the two years after closing.

Prgx Global, Inc. – Independent Auditor’s Report 1 - 2 Financial Statements Consolidated balance sheets 3 Consolidated statements of income and comprehensive income 4 Consolidated statements of member’s equity 5 Consolidated statements of cash flows 6 Notes to financial statements 7 - 13 (May 5th, 2017)

We have audited the accompanying consolidated financial statements of Cost & Compliance Associates, LLC (the Company), which comprise the consolidated balance sheets as of December 31, 2016 and 2015, and the related consolidated statements of income and comprehensive income, member’s equity and cash flows for the years then ended, and the related notes to the financial statements.

Prgx Global, Inc. – SEPARATION AGREEMENT (March 16th, 2017)

THIS SEPARATION AGREEMENT (this “Agreement”) is made and entered into this 22nd day of April, 2016, by and between PUNEET PAMNANI (“Executive”) and PRGX GLOBAL, INC., a Georgia corporation (“Company”). Executive and Company are sometimes hereinafter referred to together as the “Parties” and individually as a “Party.”

Prgx Global, Inc. – NINTH LOAN DOCUMENTS MODIFICATION AGREEMENT (March 16th, 2017)

THIS NINTH LOAN DOCUMENTS MODIFICATION AGREEMENT (this “Amendment”) is made and entered into as of the 21st day of December, 2016, by and among PRGX GLOBAL, INC., a Georgia corporation (“PRGX”), and PRGX USA, INC., a Georgia corporation (“PRG-USA”) (PRGX and PRG-USA are each individually, a “Borrower”, and collectively, the “Borrowers”), each of the Subsidiaries of PRGX listed as a “Guarantor” on the signature pages hereto (each such Subsidiary individually, a “Guarantor”, and collectively, the “Guarantors”), and SUNTRUST BANK, as Administrative Agent, the sole Lender and Issuing Bank.

Prgx Global, Inc. – FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT (February 27th, 2017)

THIS FIRST AMENDMENT (this “Amendment”) TO ASSET PURCHASE AGREEMENT is made and entered into to be effective as of this 23rd day of February, 2017, by and among PRGX USA, INC., a Georgia corporation (the “US Purchaser”), PRGX UK LTD., a private limited company incorporated in England and Wales (the “UK Purchaser,” and together with the US Purchaser, the “Purchasers”), COST & COMPLIANCE ASSOCIATES, LLC, a Georgia limited liability company (the “US Company”), COST & COMPLIANCE ASSOCIATES LIMITED, a private limited company incorporated in England and Wales (the “UK Company,” and together with the US Company, the “Companies”), and ROBERT F. DONOHUE, an individual resident of the State of Georgia (the “Member”). The Purchasers, the Companies and the Member are sometimes individually referred to herein as a “Party” and collectively as the “Parties.” Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Purchase Agreement (as define

Prgx Global, Inc. – UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS (January 12th, 2017)

On October 31, 2016, PRGX USA, Inc., a wholly owned subsidiary of PRGX Global, Inc. (PRGX Global, Inc. and PRGX USA, Inc. are collectively referred to as “PRGX” or “Company”), consummated the merger of Braveheart Merger Co., a wholly owned subsidiary of PRGX USA, Inc., with and into Lavante, Inc. (the “Merger”) pursuant to the terms of that certain Agreement and Plan of Merger (the “Merger Agreement”) dated as of October 25, 2016 by and among PRGX USA, Inc., Braveheart Merger Co., Lavante, Inc. (“Lavante”), PointGuard Ventures I, L.P. and Krish Panu, as Stockholder Representative. The Company used an advance under the existing revolving credit facility with SunTrust Bank to pay the aggregate purchase price of approximately $3.7 million to Lavante after adjustments for net working capital.

Prgx Global, Inc. – Page No. Independent Auditor’s Report 1 – 2 Balance Sheets 3 Statements of Operations 4 Statements of Stockholders’ Equity (Deficit) 5 Statements of Cash Flows 6 Notes to Financial Statements 7 – 18 (January 12th, 2017)

We have audited the accompanying financial statements of Lavante, Inc. (the “Company”) (a Delaware corporation), which comprise the balance sheets as of December 31, 2015 and 2014, and the related statements of operations, stockholders’ equity (deficit) and cash flows for the years then ended, and the related notes to the financial statements.

Prgx Global, Inc. – September 30, 2016 December 31, 2015 ASSETS (unaudited) Current assets Cash and cash equivalents $ 118,173 $ 582,284 Restricted Cash — 150,000 Accounts receivable, net 148,798 412,595 Prepaid expenses 127,074 139,840 Total current assets 394,045 1,284,719 Property and equipment, net 97,382 154,792 Total assets $ 491,427 $ 1,439,511 LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) Current liabilities Accounts payable $ 503,861 $ 304,616 Accrued expenses 939,314 414,047 Deferred revenue 472,626 702,180 Warrant derivative liability 225,000 — Line of credit — 150,000 Note payable, current portion — (January 12th, 2017)
Prgx Global, Inc. – AGREEMENT (November 10th, 2016)

This Agreement, dated as of November 10, 2016, is by and among PRGX Global, Inc., a Georgia corporation (the “Company”), Matthew A. Drapkin, an individual resident of Connecticut (“Drapkin”), Northern Right Capital Management, L.P., a Texas limited partnership, Northern Right Capital (QP), L.P., a Texas limited partnership, and BC Advisors, LLC, a Texas limited liability company (the foregoing (other than the Company) collectively with any Affiliate or Associate thereof, the “Shareholder Group”).

Prgx Global, Inc. – AGREEMENT AND PLAN OF MERGER by and among PRGX USA, INC., BRAVEHEART MERGER CO., LAVANTE, INC., POINTGUARD VENTURES I, L.P. AND KRISH PANU (AS STOCKHOLDER REPRESENTATIVE) As of October 25, 2016 (October 25th, 2016)

This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of October 25, 2016, is made and entered into by and among PRGX USA, INC., a Georgia corporation (the “Purchaser”); BRAVEHEART MERGER CO., a Delaware corporation and wholly owned subsidiary of the Purchaser (“Merger Sub”); LAVANTE, INC., a Delaware corporation (the “Company”); PointGuard Ventures I, L.P., a Delaware limited partnership (“PointGuard” or the “Major Stockholder”; and Krish Panu, in the capacity of the Stockholder Representative. The Purchaser, Merger Sub, the Company, the Major Stockholder and the Stockholder Representative are sometimes individually referred to herein as a “Party” and collectively as the “Parties.” Certain capitalized terms used in this Agreement are defined in Section 1.1 of this Agreement.

Prgx Global, Inc. – PRGX Global Signs Definitive Agreement to Acquire Lavante, Inc. (October 25th, 2016)

ATLANTA, October 25, 2016 – PRGX Global, Inc. (Nasdaq: PRGX) , a global leader in Recovery Audit and Spend Analytics services, today announced that it has signed a definitive agreement to acquire Lavante, Inc., a SaaS-based procure-to-pay (P2P) supplier information management (SIM) and recovery audit services firm based in San Jose, CA.

Prgx Global, Inc. – PRGX Global Signs Definitive Agreement to Acquire Cost & Compliance Associates (October 6th, 2016)

ATLANTA, October 06, 2016 — PRGX Global, Inc. (Nasdaq:PRGX), a global leader in Recovery Audit and Spend Analytics services, today announced that it has entered into a definitive agreement to acquire substantially all of the assets of Cost & Compliance Associates (C&CA), a commercial recovery audit and contract compliance firm with operations in the U.S. and the UK.