Exhibit
10.1


 


LOAN
MODIFICATION AGREEMENT


 


This Loan Modification Agreement is entered into as of January 24,
2005, by and among Perficient, Inc., Perficient Canada, Corp., Perficient
Genisys, Inc., Perficient Meritage, Inc. and Perficient ZettaWorks, Inc.
(jointly, severally and collectively, the “Borrower”) and Silicon Valley Bank (“Bank”).


 


1.                                       DESCRIPTION
OF EXISTING OBLIGATIONS:  Among other
Obligations which may be owing by Borrower to Bank, Borrower is indebted to
Bank pursuant to, among other documents, a Loan and Security Agreement, dated December 5,
2003, as may be amended from time to time (the “Loan Agreement”). The Loan
Agreement provides for, among other things, a Committed Revolving Line in the
original principal amount of Six Million Dollars ($6,000,000).  Defined terms used but not otherwise defined
herein shall have the same meanings as set forth in the Loan Agreement.


 


Hereinafter, all indebtedness owing by Borrower to Bank shall be
referred to as the “Obligations.”


 


2.                                       DESCRIPTION
OF COLLATERAL. Repayment of the Obligations is secured by the Collateral as
described in the Loan Agreement.


 


Hereinafter, the above-described security documents and guaranties,
together with all other documents securing repayment of the Obligations shall
be referred to as the “Security Documents”. 
Hereinafter, the Security Documents, together with all other documents
evidencing or securing the Obligations shall be referred to as the “Existing
Loan Documents”.


 


3.                                       DESCRIPTION
OF CHANGE IN TERMS.


 


A.                                Modification(s) to Loan Agreement.


 


1.                                       The
“Usage Fee” as described in Section 2.4 entitled “Fees” is hereby amended
to read as follows:


 


A usage fee, payable in arrears within 15
days of the end of each calendar quarter, in an amount equal to the product of
0.08% times the per annum average Unused Balance.  The term “Unused Balance” shall mean the
result of (i) the Committed Revolving Line minus (ii) the aggregate amount of
all Advances, and minus (iii) the face amount of all outstanding Letters of
Credit (including drawn but unreimbursed Letters of Credit).


 


2.                                       Effective as of December 15, 2004, the Quick Ratio identified under Section 6.7
entitled “Financial Covenants” amended as follows:


 


Quick Ratio (Adjusted) (to be maintained at
all times). A ratio of Quick Assets (including 50% of Borrower’s Eligible
Unbilled Accounts not to exceed $2,000,000) to outstanding Obligations of at
least 1.50 to 1.00.


 


3.                                       The following term is hereby amended in Section 13.1 entitled “Definitions”:


 


“Committed Revolving Line” is a Credit Extension
of up to $9,000,000.


 


4.                                       CONSISTENT
CHANGES.  The Existing Loan Documents
are hereby amended wherever necessary to reflect the changes described above.


 


5.                                       NO
DEFENSES OF BORROWER.  Borrower (and
each guarantor and pledgor signing below) agrees that, as of the date hereof,
it has no defenses against paying any of the Obligations.


 





















 


6.                                       PAYMENT OF
LOAN FEE.  Borrower shall pay Bank a
fee in the amount of Four Thousand Dollars ($4,000) (“Loan Fee”) plus all
out-of-pocket expenses.


 


7.                                       CONTINUING
VALIDITY.  Borrower (and each
guarantor and pledgor signing below) understands and agrees that in modifying
the existing Obligations, Bank is relying upon Borrower’s representations,
warranties, and agreements, as set forth in the Existing Loan Documents.  Except as expressly modified pursuant to this
Loan Modification Agreement, the terms of the Existing Loan Documents remain
unchanged and in full force and effect. 
Bank’s agreement to modifications to the existing Obligations pursuant
to this Loan Modification Agreement in no way shall obligate Bank to make any
future modifications to the Obligations. 
Nothing in this Loan Modification Agreement shall constitute a
satisfaction of the Obligations.  It is
the intention of Bank and Borrower to retain as liable parties all makers and
endorsers of Existing Loan Documents, unless the party is expressly released by
Bank in writing.  Unless expressly
released herein, no maker, endorser, or guarantor will be released by virtue of
this Loan Modification Agreement.  The terms
of this paragraph apply not only to this Loan Modification Agreement, but also
to all subsequent loan modification agreements.


 


8.                                       CONDITIONS.  The effectiveness of this Loan Modification
Agreement is conditioned upon payment of the Loan Fee.


 


This Loan Modification Agreement is executed
as of the date first written above.


 


	
  BORROWER:

  	
  BANK:

  
	
  PERFICIENT, INC.

  	
  SILICON VALLEY BANK

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
  PERFICIENT CANADA, CORP.

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  PERFICIENT GENISYS, INC.

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  PERFICIENT MERITAGE, INC.

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  PERFICIENT ZETTAWORKS, INC.

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  
										



 





















 





SILICON
VALLEY BANK


 


PRO FORMA
INVOICE FOR LOAN CHARGES


 


	
  BORROWER:

  	
  Perficient, Inc., Perficient Canada, Corp.,
  Perficient Genisys, Inc. and Perficient Meritage, Inc.

  
	
   

  	
   

  
	
  LOAN OFFICER:

  	
  Phillip Wright

  
	
   

  	
   

  
	
  DATE:

  	
  January 24, 2005

  
	
   

  	
   

  
	
   

  	
  Loan Fee

  	
  $

  	
  4,000.00

  	
   

  
	
   

  	
  Documentation Fee

  	
  250.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  TOTAL FEE DUE

  	
  $

  	
  4,250.00

  	
   

  



 


Please indicate the method of payment:


 


{  
}   A check for the total amount
is attached.


 


{  
}   Debit DDA #                               
for the total amount.


 


{  
}   Loan proceeds


 


 


	
   

  	
   

  	
   

  
	
  Borrower

  	
  (Date)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Silicon Valley Bank

  	
  (Date)

  	
   

  
	
  Account Officer’s Signature