November __, 2012
William Blair & Company, L.L.C.
As Representative of the several
Underwriters
c/o William Blair & Company, L.L.C.
222 West Adams Street
Chicago, Illinois 60606
Ladies and Gentlemen:
The undersigned is a security holder of PRGX Global, Inc., a Georgia
corporation (the "Company"), and wishes to facilitate the public offering
(the "Offering") of common stock, no par value per share, of the Company
("Common Stock") pursuant to the Company's effective Registration Statements
on Form S-3 (File Nos. 333-171986 and 333-185027) (as amended, the
"Registration Statements") under the Securities Act of 1933, as amended.
In consideration of the foregoing, and in order to induce you to act as
underwriters in the Offering, the undersigned hereby irrevocably agrees that
it will not, without the prior written consent of William Blair & Company,
L.L.C. for a period commencing on the date hereof and ending on the 90th day
after the date of the final prospectus supplement relating to the Offering
(the "Lock-Up Period"), directly or indirectly, (i) offer, sell (including
"short" selling), assign, transfer, encumber, pledge, contract to sell,
grant an option to purchase, establish an open "put equivalent position"
within the meaning of Rule 16a-1(h) under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), or otherwise dispose of (or enter
into any transaction or device that is designed to, or could reasonably be
expected to, result in the disposition at any time in the future of) any
shares of Common Stock or securities, options or rights convertible or
exchangeable into, or exercisable for, Common Stock held of record or
beneficially owned (within the meaning of Rule 13d-3 under the Exchange Act)
by the undersigned, or (ii) enter any swap or other arrangement that
transfers all or a portion of the economic consequences associated with the
ownership by the undersigned of any Common Stock; provided, however, that if
(1) during the last 17 days of the initial Lock-Up Period, the Company
releases earnings results or material news or a material event relating to
the Company occurs or (2) prior to the expiration of the initial Lock-Up
Period, the Company announces that it will release earnings results during
the 16-day period beginning on the last day of the initial Lock-Up Period,
then in either case the Lock-Up Period will be extended until the expiration
of the 18-day period beginning on the date of release of the earnings
results or the occurrence of the material news or material event, as
applicable, unless William Blair & Company, L.L.C. waives, in writing, such
extension.
The undersigned agrees that, prior to engaging in any transaction or taking
any other action that is subject to the terms of this agreement during the
period from and including the date hereof through and including the 34th day
following the expiration of the 90-day period, the undersigned will give
prior notice thereof to the Company and will not consummate any such
transaction or take any such action unless it has received written
confirmation from the Company that the Lock-Up Period (as the same may have
been extended pursuant to the previous paragraph) has expired.
The undersigned further agrees that it will not, during the Lock-Up Period,
make any demand or request for or exercise any right with respect to the
registration of any shares of Common Stock or any securities convertible
into or exercisable or exchangeable for Common Stock.
Notwithstanding the foregoing, the undersigned may transfer any shares of
Common Stock or securities convertible into or exchangeable or exercisable
for Common Stock (i) by will or intestacy to the undersigned's executors,
administrators, legatees or beneficiaries; (ii) to a trust the beneficiaries
of which are exclusively the undersigned and/or a member or members of the
undersigned's immediate family; (iii) by bona fide gift or gifts to donee or
donees, or (iv) if the undersigned is a partnership, limited liability
company or corporation or similar entity, then as a distribution to
partners, members, or shareholders or similar parties of the undersigned, or
as a transfer to the undersigned's affiliates or to any investment fund or
other entity controlled or managed by the undersigned or the undersigned's
affiliates; provided, however, that, (A) prior to any such transfer, each
transferee/donee/distributee shall execute an agreement, satisfactory to
William Blair & Company, L.L.C., pursuant to which each
transferee/donee/distributee shall agree to receive and hold such shares of
Common Stock, or securities convertible into or exchangeable or exercisable
for Common Stock, subject to the provisions hereof, and there shall be no
further transfer except in accordance with the provisions hereof, and (B) no
public disclosure or filing by any party (e.g., transferor or
transferee/donee/distributee) under the Exchange Act reporting a reduction
in beneficial ownership of shares of Common Stock shall be required or shall
be voluntarily made during the Lock-Up Period in connection with any such
transfer. For purposes of this paragraph, "immediate family" shall mean any
relationship by blood, marriage or adoption, not more remote than parent,
sibling or child, of the transferor. In addition, for the avoidance of
doubt, nothing in this agreement shall restrict the ability of the
undersigned to(a) purchase shares of Common Stock on the open market (b)
exercise any option to purchase shares of Common Stock granted under any
benefit plan of the Company in existence as of the date hereof or (c)
surrender any Common Stock to the Company in order to satisfy tax
withholding obligations related to the vesting of any restricted stock
granted as of the date hereof.
Nothing in this lock-up agreement shall restrict the undersigned from
participating as a selling shareholder in the Offering including by sale or
transfer of any of the undersigned's shares of Common Stock to the
underwriters in the Offering. The undersigned hereby waives any notice
requirement concerning the filing of the Registration Statements and sale of
shares of Common Stock thereunder.
The undersigned agrees and consents to the entry of stop transfer
instructions with the Company's transfer agent against the transfer of
Common Stock, or securities convertible into or exchangeable or exercisable
for Common Stock, held by the undersigned except pursuant to the Offering
and otherwise in compliance with this agreement.
The undersigned understands that if the Underwriting Agreement to be entered
into between the Company and William Blair & Company, L.L.C., as
representative of the Underwriters (the "Underwriting Agreement") does not
become effective, or if the Underwriting Agreement (other than the
provisions thereof which survive termination) shall terminate or be
terminated prior to payment for and delivery of the Common Stock to be sold
thereunder, the undersigned shall be released from all obligations under
this agreement and this agreement shall be deemed void ab initio. In
addition, this agreement shall automatically terminate and be of no further
effect as of 11:59 p.m. Eastern Time on December 31, 2012 if the
Underwriting Agreement has not been entered into on or before such time.
The undersigned understands that the agreements of the undersigned are
irrevocable and shall be binding upon the undersigned's heirs, legal
representatives, successors and assigns.
Very truly yours,
By:_______________________________
Name:
Title: