EXHIBIT10.12

     

    SECOND
      AMENDMENT TO LEASE 

     

    THIS
      SECOND AMENDMENT TO LEASE (this “Second
      Amendment”)
      is
      made to be effective June 1, 2006 (the “Effective Date”), by and between
      PERFICIENT, INC. (“Tenant”),
      and
      CARRAMERICA REALTY, L.P., t/a The Setting (“Landlord”)
      (Tenant and Landlord sometimes collectively referred to herein as the
“Parties”).

    


    W
      I T N E
      S S E T H:

    


    WHEREAS,
      Landlord and Tenant entered into that certain Lease dated as of April 7, 2003
      (the “Original
      Lease”),
      and
      that certain Amendment to Lease dated effective May 31, 2005 (the “First
      Amendment”)
      (the
      Original Lease and the First Amendment being collectively referred to herein
      as,
      the “Lease”),
      pertaining to the lease of certain premises located in Travis County, Texas,
      consisting of approximately 2,701 rentable square feet in Suite 220 of that
      certain office building locally known as Building III of “The Setting,” 1120
      South Capital of Texas Highway, Austin, Texas 78750;

    


    WHEREAS,
      the term of the Lease expires on May 31, 2006; and

    


    WHEREAS,
      Tenant desires to extend the term of the Lease in accordance with the renewal
      option set forth thereof and to make certain other modifications, and Landlord
      has agreed to such modifications in accordance with the provisions of this
      Second Amendment. 

    


    NOW,
      THEREFORE, in consideration of the premises and the mutual covenants and
      agreements hereinafter made, and for other good and valuable consideration,
      the
      receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant
      hereby agree as follows:

    


    1.    Extension
      of Lease.
      As of
      the Effective Date, the Term of the Lease is hereby extended to expire on May
      31, 2008.

    


    2.    Base
      Rent.
      Landlord and Tenant hereby agree that, as of the Effective Date, the Base Rent
      applicable to the Leased Premises shall be as follows:

     

    
      
        	
                Period

              	 	 	
                Monthly
                  Rent

              	 	 	
                Annual
                  Rent

              	 
	 	 	 	 	 	 	 	 
	
                06/01/06-05/31/07

              	 	
                 

              	
                
                  
                    
                      $2,701.00

                    

                  

                

              	 	
                $

              	
                32,412.00
                  ($12.00 psf

              	
                )

              
	
                06/01/07-05/31/08

              	 	
                 

              	
                
                  
                    
                      $2,813.54

                    

                  

                

              	 	
                $

              	
                33,762.50
                  ($12.50 psf

              	
                )

              


      

       

    

    3.    Operating
      Cost Share Rent.
      Tenant
      further acknowledges and agrees that it shall be liable for the payment of
      Operating Cost Share Rent and Additional Rent, as specified in the
      Lease.
      

    


    4.    Tenant
      Improvements.
      Except
      as provided for in Exhibit
      A
      attached
      hereto and subject to all of the applicable covenants, obligations, terms and
      conditions of the Lease (as modified hereby), Tenant
      acknowledges that it is currently occupying the Premises and has accepted the
      Premises in their current “AS-IS,” “WHERE IS,” “WITH ALL FAULTS” basis, and is
      satisfied with its condition. 

    


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    5.    Extension
      Option.
      Tenant
      hereby acknowledges and agrees that it is exercising its Extension Option as
      set
      forth in the First Amendment and shall have no further options or extensions
      with regard to the Lease.

    


    6.    Miscellaneous.
      

    


    a. All
      terms
      and conditions of the Lease not expressly modified by this Second Amendment
      shall remain in full force and effect, and, in the event of any inconsistencies
      between this Second Amendment and the terms of the Lease, the terms set forth
      in
      this Second Amendment shall govern and control. Except as expressly amended
      hereby, the Lease shall remain in full force and effect as of the date
      thereof.

    


    b. Captions
      used herein are for convenience only and are not to be utilized to ascribe
      any
      meaning to the contents thereof. Unless defined differently herein or the
      context clearly requires otherwise, all terms used in this Second Amendment
      shall have the meanings ascribed to them under the Lease.

    


    c. This
      Second Amendment (i) shall be binding upon and shall inure to the benefit of
      each of the Parties and their respective successors, assigns, receivers and
      trustees; (ii) may be modified or amended only by a written agreement executed
      by each of the Parties; and (iii) shall be governed by and construed in
      accordance with the laws of the State of Texas. 

    


    IN
      WITNESS WHEREOF, the Parties hereby execute this Second Amendment to be
      effective as of the Effective Date.

    


    (SIGNATURE
      PAGE FOLLOWS)

     

     

     

     

    
      
        
        

      

      
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              TENANT:

               

              
                PERFICIENT,
                  INC.

              

            
	 
 	 
 	 
 
	 	By:  	/s/ Michael
              D. Hill
	 	
              
Name:  Michael
              D. Hill
	 	Title:   
              CFO


    

     

    
 

    
      	 	 	 
	 	
              LANDLORD:

               

              
                CARRAMERICA
                  REALTY, L.P., t/a The Setting

              

            
	 	 	 
	 	By:  	
              CarrAmerica
                Realty GP Holdings, LLC., a 

              Delaware
                limited liability company, its 

              general
                partner

            
	 	 	 


    

    
      	 	
              By:

            	
              CarrAmerica
                Realty Operating 

              Partnership,
                LP, a Delaware limited 

              partnership,
                is sole member

            
	 	 	 


    

    
      	
            	
              
                By:

              

            	
              
                CarrAmerica
                  Realty 

                Corporation,
                  a Maryland 

                corporation,
                  its general 

                partner

              

            


    

    

 

    
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