0001193125-12-496235 Sample Contracts

UNDERWRITING AGREEMENT
PRGX Global, Inc. • December 10th, 2012 • Services-engineering, accounting, research, management • New York

Reference is made to the Underwriting Agreement dated December 5, 2012 (the “Underwriting Agreement”) relating to the sale by the Company and the Selling Stockholders, and the purchase by the several Underwriters for whom William Blair & Company, L.L.C. is acting as representative (the “Representative”), of the above Shares. All terms herein shall have the definitions contained in the Underwriting Agreement except as otherwise defined herein.

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