AGREEMENT AND PLAN OF MERGER by and among PLUTO ACQUISITIONCO INC., PLUTO MERGER SUB INC., and PRGX GLOBAL, INC. Dated as of December 24, 2020Merger Agreement • December 28th, 2020 • PRGX Global, Inc. • Services-engineering, accounting, research, management • Georgia
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of December 24, 2020, by and among Pluto Acquisitionco Inc., a Delaware corporation (“Parent”), Pluto Merger Sub Inc, a Georgia corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and PRGX Global, Inc., a Georgia corporation (the “Company”). Each of Parent, Merger Sub and the Company is sometimes referred to as a “Party.” All capitalized terms that are used in this Agreement have the respective meanings given to them in this Agreement.
GUARANTEEGuarantee • December 28th, 2020 • PRGX Global, Inc. • Services-engineering, accounting, research, management • Delaware
This guarantee (this “Guarantee”), dated December 24, 2020, by Ardian North America Fund II, L.P. (the “Guarantor”), is made in favor of PRGX Global, Inc., a Georgia corporation (the “Company”). Except as otherwise indicated, capitalized terms used but not defined herein shall have the meanings set forth in the Merger Agreement (as defined below). Reference is hereby made to that certain equity commitment letter of the Guarantor made in favor of Parent (as defined below), dated as of the date hereof (the “Equity Commitment Letter”).
