escrowagreement.htm


    Exhibit
      10.1

    EXECUTION
      VERSION

    ESCROW
      AGREEMENT

    


    


    THIS
      ESCROW AGREEMENT (as the same may
      be amended or modified from time to time and including any and all written
      instructions given to “Escrow Agent” (hereinafter defined) pursuant hereto, this
“Escrow
      Agreement”) is made and entered into as of November 21, 2007, by
      and  among Perficient, Inc., a Delaware corporation (“Party
      A”),
      ePairs Inc. (“Party
      B”,
      and together with Party A, sometimes referred to collectively as the “Parties”),
      and JPMorgan Chase Bank, N.A. (the “Escrow
      Agent”).

    


    WHEREAS,
      Party A and Party B
      are parties to that certain Asset Purchase Agreement dated as of November 21,
      2007 (the “Purchase
      Agreement”); and

    


    WHEREAS,
      in connection with
      the closing of the transactions contemplated by the Purchase Agreement (the
      “Closing”),
      Party A has agreed to deposit into escrow with the Escrow Agent one or more
      certificates in the name of Party B evidencing in the aggregate 41,581 shares
      of
      common stock, par value $0.001 per share, of Party A (“Buyer
      Common
      Stock”) (such shares referred to herein as the “Escrowed
      Shares”), to be held by the Escrow Agent pursuant to the terms and
      conditions set forth in this Agreement and the Purchase Agreement pending the
      occurrence of certain events set forth herein and therein; and

    


    WHEREAS,
      the purpose of the
      Escrowed Shares is to secure claims under Article X of the Purchase Agreement
      (“Indemnification
      Claims”); and

    


    WHEREAS,
      Escrow Agent is
      willing to serve in such capacity on the terms and conditions hereinafter set
      forth.

    


    NOW
      THEREFORE, in
      consideration of the foregoing and of the mutual covenants hereinafter set
      forth, the parties hereto agree as follows:

    


    1.           
      Appointment.  The
      Parties hereby appoint the Escrow Agent as their escrow agent for the purposes
      set forth herein, and the Escrow Agent hereby accepts such appointment under
      the
      terms and conditions set forth herein.

    


    2.           
      Definitions.  Unless
      otherwise defined herein, each capitalized term used in this Agreement shall
      have the meaning ascribed to such term in the Purchase Agreement.

    


    3.           
      Authority
      of Party A.  Each of the Parties hereto agrees that Party A
      shall have authority to settle all Indemnification Claims in accordance with
      Article X of the Purchase Agreement on behalf of any of the affiliates of Party
      A.  Unless the context otherwise requires, any references to
      Party A contained herein shall be deemed to be references to Party A and
      its affiliates.  Party A hereby represents and warrants that Party A
      has actual authority to settle all Indemnification Claims on behalf of any
      of
      the affiliates of Party A.

    


    4.           
      Authority
      of Party B.  Prior to the distribution of the Escrowed Shares,
      if any, each of the Parties hereto agree that Party B shall have authority
      to
      settle all claims under this Agreement or the Purchase Agreement on behalf
      of
      any stockholder who is entitled to receive a part of the Escrowed Shares upon
      the release and distribution from this escrow.  Unless context
      otherwise requires, any references to Party B contained herein shall be deemed
      to be references to Party B and its affiliates and to the extent the Escrowed
      Shares have been transferred or assigned, to the record owners of the Escrowed
      Shares.

     

    5.           
      Deposit
      of Escrowed Shares.

    


    (a)           
      Promptly following the date of this Escrow Agreement, Party A shall instruct
      Continental Stock Transfer & Trust Company (“Continental”)
      to deliver the Escrowed Shares and any stock powers received by Continental
      in
      connection with the Escrowed Shares to the Escrow Agent.  The Escrowed
      Shares shall constitute an escrow fund (the “Escrow
      Fund”) for the satisfaction of Indemnification Claims of the Purchaser
      Indemnitees under


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    


    the
      Purchase Agreement.  The Escrow Fund shall not be subject to any lien,
      attachment, trustee process or any other judicial process of any creditor of
      any
      person, including any Party hereto.  The Escrow Agent agrees to accept
      delivery of the Escrowed Shares and the stock powers and to hold the Escrowed
      Shares and the stock powers in an escrow account, subject to the terms and
      conditions of this Escrow Agreement.  Receipt of the Escrow Fund shall
      be confirmed by Escrow Agent as soon as practicable by account statement, and
      any discrepancies in any such account statement shall be noted by Parties to
      Escrow Agent within thirty (30) calendar days after receipt
      thereof.  Failure to inform Escrow Agent in writing of any
      discrepancies in any such account statement within said thirty (30) day period
      shall conclusively be deemed confirmation of such account statement in its
      entirety.

    


    (b)           
      Each record owner of the Escrowed Shares shall be entitled to exercise all
      voting rights with respect to such owner’s Escrowed Shares.

    


    (c)           
      Party A and Party B agree between themselves, for the benefit of Party A
      and the Escrow Agent, that any securities or other property distributable
      (whether by way of dividend, stock split or otherwise) in respect of or in
      exchange for any Escrowed Shares shall not be distributed to the record owners
      of such Escrowed Shares, but rather shall be distributed to and held by the
      Escrow Agent in the Escrow Fund.  Ordinary cash dividends will be paid
      by Party A directly to the record owners of such Escrowed Shares and not to
      the
      Escrow Agent.  Unless and until the Escrow Agent shall actually
      receive such additional securities or other property, it may assume without
      inquiry that the Escrowed Shares currently being held by it in the Escrow Fund
      are all that the Escrow Agent is required to hold.  At the time any
      Escrowed Shares are required to be released from the Escrow Fund to any Person
      pursuant to this Agreement, any securities or other property previously received
      by the Escrow Agent in respect of or in exchange for such Escrowed Shares shall
      be released from the Escrow Fund to such Person.

    


    6.           
      Release
      Date.  For purposes of this Agreement, the “Release
      Date” shall be November 21, 2008.

    


    7.           
      Administration
      of Escrow Fund.  Except as otherwise provided herein, the
      Escrow Agent shall administer the Escrow Fund as follows:

    


    (a)           
      If, as of the Release Date, the Escrow Agent has not received written notice
      of
      any Indemnification Claims, then the Escrowed Shares, less the amount of all
      Claimed Amounts (as defined below) that have not been paid or otherwise resolved
      as of the Release Date (the “Retained
      Amount”) shall promptly (and in any event no later than 10 Business Days
      thereafter) be released to Party B or to the record owners of such Escrowed
      Shares as detailed in a written notice from Party B detailing the delivery
      instructions.  Upon resolution of all Claim Notices (as defined below)
      made prior to the Release Date, that portion of the Retained Amount that is
      not
      paid to Party A in satisfaction of such Claim Notices shall immediately be
      disbursed to Party B or to the record owners of the Escrowed Shares as set
      forth
      in Party B’s delivery instructions delivered as of the Release
      Date.

    


    (b)           
      Subject to the terms and conditions set forth in Section 10.04 of the Purchase
      Agreement, if, at any time prior to 5:00 p.m. Central Time on November 21,
      2008,
      Party A desires to make a claim against the Escrow Fund with respect to any
      Indemnification Claim, then Party A shall, on or prior 5:00 p.m. Central Time
      on
      November 21, 2008, deliver a written claim notice (a “Claim
      Notice”) to Party B and to the Escrow Agent.  Such Claim Notice
      shall contain (i) a description and a good faith estimate of the amount of
      any
      Damages incurred or reasonably expected to be incurred by Party A (the “Claimed
      Amount”); (ii) a statement that Party A is entitled to indemnification
      under Article X of the
      Purchase Agreement for such Damages; and (iii) a demand for
      payment.  The number of Escrowed Shares, if any, to be released shall
      be determined in accordance with Section7(d)
      below.

    


    (c)           
      Prior to 5:00 p.m. Central Time on the 30th day after receipt by Escrow Agent
      of
      a Claim Notice, Party B may deliver to Party A and to the Escrow Agent a written
      response (the “Response
      Notice”) in which Party B may:  (i) agree that the full Claimed
      Amount may be released from the Escrow Fund to Party A; (ii) agree that part,
      but not all, of the Claimed Amount (the “Agreed
      Amount”) may be released from the Escrow Fund to Party A; or (iii)
      indicate that no part of the Claimed Amount may be released from the Escrow
      Fund
      to Party A.  Any part of the Claimed Amount that is not to be released
      to Party A shall be the “Contested
      Amount.”


    
      
        
        

      

      
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    (A)           
      If Party B does not deliver a Response Notice within such 30-day period, then
      Party B shall be deemed to have indicated that the entire Claimed Amount may
      be
      released from Escrow Fund to Party A.

    


    (B)           
      If Party B delivers a Response Notice agreeing that the full Claimed Amount
      may
      be released from the Escrow Fund to Party A, the Escrow Agent shall promptly
      following the receipt of the Response Notice, deliver to Party A such Claimed
      Amount.

    


    (C)           
      If Party B delivers a Response Notice agreeing that part, but not all, of the
      Claimed Amount may be released from the Escrow Fund to Party A, the Escrow
      Agent
      shall promptly following the receipt of the Response Notice deliver to Party
      A
      Agreed Amount.

    


    (D)           
      If Party B delivers a Response Notice indicating that there is a Contested
      Amount, Party B and Party A shall attempt in good faith to resolve the dispute
      related to the Contested Amount. If Party A and Party B shall resolve such
      dispute, such resolution shall be binding on Party B and Party A and any other
      Purchaser Indemnitee and Seller Indemnitee, as applicable, and a settlement
      agreement shall be signed by Party A and Party B and sent to the Escrow Agent,
      who shall, upon receipt thereof, if applicable, release Escrowed Shares, if
      any,
      from the Escrow Fund in accordance with the specific instructions provided
      in
      such agreement.

    


    (E)           
      If Party B and Party A are unable to resolve the dispute relating to any
      Contested Amount within 45 days after the delivery of the Claim Notice, the
      settlement of such Contested Amount shall take place by a binding arbitration
      proceeding which shall take place in Phoenix, Arizona, unless an alternative
      location is otherwise mutually agreed to by Party A and Party B, and be
      conducted by an arbitrator who has not been affiliated with or engaged by either
      party for a period of five years preceding the commencement of the arbitration
      proceeding, and the Escrow Agent shall continue to hold the Contested Amount
      until Escrow Agent receives either: (i) a written notice signed by Party A
      and
      Party B, providing specific written instructions regarding the delivery of
      the
      Contested Amount, if any, to be released from the Escrow Fund; or (ii) a final
      arbitration decision accompanied by a legal opinion by counsel of the presenting
      Party, in accordance with the following procedures, providing specific written
      instructions regarding the delivery of any or all of such Contested Amount.
      The
      Contested Amount shall be settled in accordance with the Expedited Procedures
      of
      the Commercial Arbitration Rules of the American Arbitration Association. The
      arbitrator's decision shall relate solely to whether Party A is entitled to
      receive the Contested Amount (or a portion thereof) from the Escrow Fund
      pursuant to the applicable terms of the Purchase Agreement and this Escrow
      Agreement. The final decision of the arbitrator shall be furnished to Party
      A,
      Party B and the Escrow Agent in writing and shall constitute the conclusive
      determination of the issue in question, be binding upon Party A, Party B and
      the
      Escrow Agent. The prevailing party in any arbitration (which determination
      shall
      be made by the arbitrator) shall be entitled to an award of attorneys’ fees and
      costs to be paid by the losing party (which determination shall be made by
      the
      arbitrator), and the losing party shall also be liable for all costs of
      arbitration, including, but not limited to, the compensation to be paid to
      the
      arbitrator in any proceeding and the transcript and other expenses of such
      proceeding.

    


    (d)           
      In the event Party B has transferred record ownership of any of the Escrowed
      Shares, any amounts distributed to Party A from the Escrow Fund shall be
      satisfied pro rata from each record owner’s Escrowed Shares.

    


    (e)           
      The number of Escrowed Shares, if any, to be released in payment and settlement
      of any Claimed Amount, Agreed Amount or all or any portion of the Contested
      Amount which may be awarded to Party A pursuant to Section 7(c)(D) or
Section
      7(c)(E)
      above shall be determined by dividing such Claimed Amount, Agreed Amount or
      award, as applicable, by the average closing sale price per share of Buyer
      Common Stock as reported on the Nasdaq Global Select Market for the 30
      consecutive trading days ending on the date that is one trading day immediately
      preceding the release of such shares (as adjusted as appropriate to reflect
      any
      stock splits, stock dividends, combinations, reorganizations, reclassifications
      or similar events).  The Escrow Agent will not be responsible for
      determining the share price.

    


    8.           
      Escrow
      Agent.  The Escrow Agent undertakes to perform only such duties
      as are expressly set forth herein and no duties shall be implied. The Escrow
      Agent shall neither be responsible for, nor chargeable with,


    
      
        
        

      

      
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    knowledge
      of, nor have any requirements to comply with, the terms and conditions of any
      other agreement, instrument or document between the Parties, in connection
      herewith, if any, including without limitation, the Purchase Agreement (the
      “Underlying Agreement”), nor shall the Escrow Agent be required to determine if
      any person or entity has complied with any such agreements, nor shall any
      additional obligations of the Escrow Agent be inferred from the terms of such
      agreements, even though reference thereto may be made in this Escrow
      Agreement.  In the event of any conflict between the terms and
      provisions of this Escrow Agreement, those of the Underlying Agreement, any
      schedule or exhibit attached to the Escrow Agreement, or any other agreement
      among the Parties, the terms and conditions of this Escrow Agreement shall
      control.  The Escrow Agent may rely upon any written notice, document,
      instruction or request furnished to it hereunder and believed by it to be
      genuine and to have been signed or presented by the proper party or
      parties.  The Escrow Agent shall be under no duty to inquire into or
      investigate the validity, accuracy or content of any such document, notice,
      instruction or request.  The Escrow Agent shall have no duty to
      solicit any payments which may be due it or the Escrow Fund.  The
      Escrow Agent shall not be liable for any action taken or omitted by it in good
      faith except to the extent that a final adjudication of a court of competent
      jurisdiction determines that the Escrow Agent's gross negligence or willful
      misconduct was the primary cause of any loss to either of the
      Parties.  The Escrow Agent may execute any of its powers and perform
      any of its duties hereunder directly or through agents or attorneys (and shall
      be liable only for the careful selection of any such agent or attorney) and
      may
      consult with counsel, accountants and other skilled persons to be selected
      and
      retained by it.  The Escrow Agent shall not be liable for anything
      done, suffered or omitted in good faith by it in accordance with the advice
      or
      opinion of any such counsel, accountants or other skilled persons except to
      the
      extent that a final adjudication of a court of competent
      jurisdiction determines that the Escrow Agent's gross negligence or willful
      misconduct was the primary cause of any loss to either of the
      Parties.

    


     In
      the event that the Escrow Agent shall be uncertain as to its duties or rights
      hereunder or shall receive instructions, claims or demands from any party hereto
      which, in its opinion, conflict with any of the provisions of this Escrow
      Agreement, it shall be entitled to refrain from taking any action and its sole
      obligation shall be to keep safely all property held in escrow until it shall
      be
      directed otherwise in writing by all of the other parties hereto or by a final
      order or judgment of a court of competent jurisdiction.  The Escrow
      Agent may interplead all of the assets held hereunder into a court of competent
      jurisdiction or may seek a declaratory judgment with respect to certain
      circumstances, and thereafter be fully relieved from any and all liability
      or
      obligation with respect to such interpleaded assets or any action or nonaction
      based on such declaratory judgment.  The parties hereto other than the
      Escrow Agent agree to pursue any redress or recourse in connection with any
      dispute without making the Escrow Agent a party to the same.  Anything
      in this Escrow Agreement to the contrary notwithstanding, in no event shall
      the
      Escrow Agent be liable for special, indirect or consequential loss or damage
      of
      any kind whatsoever (including but not limited to lost profits), even if the
      Escrow Agent has been advised of the likelihood of such loss or damage and
      regardless of the form of action. Escrow
      Agent may rely on the validity, accuracy and content of the statements contained
      any written notice, document, instruction, or request furnished to it hereunder
      by Party A and Party B without further investigation, inquiry or
      examination.

    


    9.           
      Succession.  The
      Escrow Agent
      may resign and be discharged from its duties or obligations hereunder by giving
      its written resignation to the Parties.  Such resignation shall take
      effect on the earlier of (a) a successor escrow agent being in place and (b)
      30
      days after such resignation is given to the Parties.  In such event,
      Party A may appoint a successor escrow agent.  If Party A fails to
      appoint a successor escrow agent prior to the expiration of 30 days following
      receipt of the notice of resignation, the Escrow Agent may petition any court
      of
      competent jurisdiction for the appointment of a successor escrow agent or for
      other appropriate relief, and any such resulting appointment shall be binding
      upon all parties hereto.  The successor escrow agent shall execute and
      deliver to the Escrow Agent an instrument accepting such appointment and the
      successor escrow agent shall, without further acts, be vested with all the
      estates, property rights, powers and duties of the predecessor Escrow Agent
      as
      if originally names as Escrow Agent herein.  The Escrow Agent shall
      act in accordance with written instructions from Party A and Party B as to
      the
      transfer of the Escrow Fund to a successor escrow agent.  Any entity
      into which the Escrow Agent may be merged or converted or with which it may
      be
      consolidated, or any entity to which all or substantially all the escrow
      business may be transferred, shall be the Escrow Agent under this Escrow
      Agreement without further act.

    


    10.           
      Removal
      of Escrow Agent.  The Escrow Agent may be removed at any time
      by mutual agreement of Party A and Party B by giving not less than 30 days’
prior written notice to the Escrow Agent.  Prior to
      the


    
      
        
        

      

      
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    expiration
      of such 30-day period, Party A and Party B shall designate, by mutual consent,
      a
      successor escrow agent.  If no successor escrow agent is appointed
      within such 30-day period, the Escrow Agent may deposit the amounts remaining
      in
      the Escrow Fund with a court of competent jurisdiction located in Houston,
      Texas, whereupon the Escrow Agent shall be discharged of all duties and
      obligations hereunder.

    


    11.           
      Compensation
      and Reimbursement. 
Party
      A agrees to (a)
      pay the Escrow Agent upon execution of this Escrow Agreement and from time
      to
      time thereafter reasonable compensation for the services to be rendered
      hereunder, which unless otherwise agreed in writing shall be as described in
      Annex II attached hereto, and (b) pay or reimburse the Escrow Agent upon
      request for all expenses, disbursements and advances, including reasonable
      attorney's fees and expenses, incurred or made by it in connection with the
      preparation, execution, performance, delivery, modification and termination
      of
      this Escrow Agreement.

    


    12.           
      Indemnity. 
The
      Parties shall
      jointly and severally indemnify, defend and save harmless the Escrow Agent
      and
      its directors, officers, agents and employees (the “Indemnitees”)
      from and against any and all loss, liability or expense (including the fees
      and
      expenses of in house or outside counsel and experts and their staffs and all
      expense of document location, duplication and shipment) arising out of or in
      connection with (a) the Escrow Agent's execution and performance of this Escrow
      Agreement, except in the case of any indemnitee to the extent that such loss,
      liability or expense is finally adjudicated to have been primarily caused by
      the
      gross negligence or willful misconduct of such indemnitee, or (b) its following
      any instructions or other directions from Party A or Party B, except to the
      extent that its following any such instruction or direction is expressly
      forbidden by the terms hereof.  The Parties hereto acknowledge that
      the foregoing indemnities shall survive the resignation or removal of the Escrow
      Agent or the termination of this Escrow Agreement.  The Parties hereby
      grant the Escrow Agent a lien on, right of set-off against and security interest
      in the Escrow Fund for the payment of any claim for indemnification,
      compensation, expenses and amounts due hereunder.

    


    13.           
      Account
      Opening Information/TINs.

    


    IMPORTANT
      INFORMATION ABOUT PROCEDURES
      FOR OPENING A NEW ACCOUNT

    


    Patriot
      Act
      Disclosure.  Section
      326 of the Uniting and Strengthening America by Providing Appropriate Tools Required
      to Intercept
      and Obstruct Terrorism Act of 2001 (“USA
      PATRIOT Act”)
      requires the Escrow Agent to implement
      reasonable procedures to verify the identity of any person that opens a new
      account with it.  Accordingly, the Parties acknowledge that Section
      326 of the USA
      PATRIOT Act and the Escrow Agent’s
      identity verification procedures
      require the Escrow Agent to obtain information which may be used to confirm
      the
a Party’s
      identity, including, without
      limitation, name, address and organizational documents
      (“Identifying
      Information”).  The
      Parties agree to
      provide the Escrow Agent with and consent to the Escrow Agent obtaining from
      third parties any such Identifying Information required as a condition of
      opening an account with or using any service provided
      by the Escrow
      Agent.

    


    TINs.
Tax
      Matters.  The Parties
      each represent that its correct Taxpayer Identification Number (“TIN”)
      assigned by the Internal Revenue Service (“IRS”)
      or
      any other taxing authority is set forth on the signature page hereof.  In
      addition, all interest or other income earned under the Escrow Agreement shall
      be reported by the recipient to the Internal Revenue Service or any other taxing
      authority.  Notwithstanding such written directions, Escrow Agent
      shall report and, as required, withhold any taxes as it determines may be
      required by any law or regulation in effect at the time of the
      distribution.  To the extent that any portion of the principal amount
      of the Escrowed Fund represents part or all of the purchase price under the
      Purchase Agreement, Party B shall provide all information required for Escrow
      Agent to perform tax reporting on IRS Form 1099-B on or prior to each
      distribution. Unless otherwise directed in a joint written instruction executed
      by Party A and Party B, Escrow Agent shall report to the IRS and as appropriate
      withhold and remit taxes to the IRS, or to any other taxing authority as
      required by law, based upon the information or documentation so
      provided.  Escrow Agent shall be entitled to rely on such information
      and documentation and shall not be responsible for and shall be indemnified
      by
      Party B for any additional tax, interest or penalty arising from the inaccuracy
      or late receipt of such information or documentation.

    


    Party
      B
      will provide Escrow Agent on or before the effective date of the Escrow
      Agreement and at appropriate times thereafter, including prior to any
      disbursement, a detailed schedule indicating the allocation of the
      disbursement


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    amount
      from the Escrow Fund between (i) principal amount, (ii) imputed interest to
      be
      reported on IRS Form 1099-INT or 1042S or (iii) Original Issue Discount (“OID”)
      to
      be reported on IRS Form 1099-OID along with the relevant payee tax information,
      documentation, and proportionate interest thereof. Escrow Agent shall report
      to
      the IRS and any other taxing authority as required by law based upon the
      information so provided. Escrow Agent shall be entitled to rely on such schedule
      and shall not be responsible for and shall be indemnified by Party B for any
      additional tax, interest or penalty arising from the inaccuracy or late receipt
      of such schedule.

    


    In
      addition, Party B shall provide to the Escrow Agent a schedule of all interest
      or other income earned under the Escrow Agreement which shall be reported by
      the
      Escrow Agent to the IRS, or any other taxing authority, on IRS Form 1099 or
      1042S (or other appropriate form) as income earned from the Escrow at
      disbursement, to the extent required by law.  Any other tax returns
      required to be filed will be prepared and filed by Party A and/or Party B with
      the IRS and any other taxing authority as required by law, including but not
      limited to any applicable reporting or withholding pursuant to the Foreign
      Investment in Real Property Tax Act (“FIRPTA”).
      Party A and Party B acknowledge and agree that Escrow Agent shall have no
      responsibility for the preparation and/or filing of any tax return or any
      applicable FIRPTA reporting or withholding with respect to the Escrow Fund
      or
      any income earned by the Escrow Fund.  Party A and Party B further
      acknowledge and agree that any taxes payable from the income earned on the
      investment of any sums held in the Escrow Fund shall be paid by Party A and/or
      Party B respectively as required by law. In the absence of written direction
      from Party A and Party B, all proceeds of the Escrow Fund shall be retained
      in
      the Escrow Fund and reinvested from time to time by the Escrow Agent as provided
      in this Escrow Agreement.  Escrow Agent shall withhold any taxes it
      deems appropriate, including but not limited to required withholding in the
      absence of proper tax documentation, and shall remit such taxes to the
      appropriate authorities.

    


    14.           
      Notices. 
All
      communications hereunder shall be in
      writing and shall be deemed to be duly given and received:

    


          (a)           
      upon delivery if delivered
      personally or upon confirmed transmittal if by facsimile;

             
      (b)            on the next Business
      Day (as
      hereinafter defined) if
      sent by overnight courier;
      or

            
(c)    four
Business
      Days after mailing
      if mailed by prepaid registered mail, return receipt requested, to the
      appropriate notice address set forth below or at such other address as any
      party
      hereto may have furnished 

               to the other parties
      in writing by registered mail, return receipt requested. 

     

    
      	
              If
                to Party A:

            	
              Perficient,
                Inc. 

            


    

    520
      Maryville Centre Drive, Suite
      400

    St.
      Louis,
      Missouri  63141

    Attention:  Paul
      E. Martin,
      Chief Financial Officer

    Phone:  314.995.8810

    Facsimile:  314.995.8802

    


    with
      a
      copy (which shall not constitute notice) to:

     

    Vinson
      & Elkins LLP

    The
      Terrace 7

    2801
      Via
      Fortuna, Suite 100

    Austin,
      Texas  78746

    Attention:  J.
      Nixon Fox III, Esq.

    Phone:  512.542.8427

    Facsimile:  512.236.3216

    


    


    
      	
              If
                to Party B:

            	
              ePairs
                Inc. 

            


    

    20370
      Town Center Lane, Suite B255

    Cupertino,
      California 95014

    Attention:  Kumar
      Nathan, President and Chief Executive Officer


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    Phone: 
      408.973.8466

    Facsimile:   408.973.8499

    


    with
      a
      copy (which shall not constitute notice) to:

     

    Ropers
      Majeski Kohn Bentley PC

    80
      N.
      First Street

    San
      Jose,
      California  95113

    Attn: 
      Michael J. Ioannou, Esq.

    Phone: 
      408.947.4802

    Facsimile: 
      408.918.4501

    


    


    
      	
              If
                to the Escrow Agent:

            	
              JPMorgan
                Chase Bank, N.A. 

            


    

    712
      Main
      Street, 5th Floor South, TX2 S037

    Houston,
      Texas  77002

    Attention:  Luis
      Bustamante, Escrow Services

    Fax
      No.:
      (713) 216-6927

    


    Notwithstanding
      the above, in the case of communications delivered to the Escrow Agent pursuant
      to (b) and (c) of this Section 14, such
      communications shall be deemed to have been given on the date received by the
      Escrow Agent.  In the event that the Escrow Agent, in its sole
      discretion, shall determine that an emergency exists, the Escrow Agent may
      use
      such other means of communication as the Escrow Agent deems
      appropriate.  “Business
      Day” shall mean any day
      other than a
      Saturday, Sunday or any other day on which the Escrow Agent located at the
      notice address set forth above is authorized or required by law or executive
      order to remain closed.

    


    15.            Security
      Procedures. 
In
      the event funds transfer
      instructions are given (other than in writing at the time of execution of this
      Escrow Agreement, as indicated in Section 9 above),
      whether in writing, by telecopier or otherwise, the Escrow Agent is authorized
      to seek confirmation of such
      instructions by telephone call-back to the person or persons designated on
      Annex I hereto, and the
      Escrow Agent may rely upon the confirmation of anyone purporting to be the
      person or persons so designated.  The persons and telephone numbers
      for call-backs may be changed only in a writing actually received and
      acknowledged by the Escrow Agent. If the Escrow Agent is unable to contact
      any
      of the authorized representatives identified in Annex I, the Escrow Agent is
      hereby authorized
      to seek confirmation of such instructions by telephone call-back to any one
      or
      more of your executive officers, (“Executive
      Officers”), which shall
      include the titles of President or Chief Financial Officer as the Escrow Agent
      may select.  Such Executive Officer shall deliver to the Escrow Agent
      a fully executed Incumbency Certificate, and the Escrow Agent may rely upon
      the
      confirmation of anyone purporting to be any such officer. The Escrow Agent
      and
      the beneficiary's bank in any funds transfer may rely solely upon any account
      numbers or similar identifying numbers provided by Party A or Party B to
      identify (a) the beneficiary, (b) the beneficiary's bank, or (c) an intermediary
      bank.  The Escrow Agent may apply any of the escrowed funds for any
      payment order it executes using any such identifying number, even when its
      use
      may result in a person other than the beneficiary being paid, or the transfer
      of
      funds to a bank other than the beneficiary's bank or an intermediary bank
      designated. The parties to this Escrow Agreement acknowledge that these security
      procedures are commercially reasonable.  Party A and Party B agree
      that repetitive or standing settlement instructions will be effective as the
      funds transfer instructions of Party A and Party B, whether or not authorized,
      if such settlement instructions are verified pursuant to the security procedure
      provided herein or such other security procedure that the Escrow Agent, Party
      A
      and Party B may agree to.

    


    16.           
      Miscellaneous. 
The
      provisions of this
      Escrow Agreement may be waived, altered, amended or supplemented, in whole
      or in
      part, only by a writing signed by all of the parties hereto.  Neither
      this Escrow Agreement nor any right or interest hereunder may be assigned in
      whole or in part by any party, except as provided in Sections 9 and 10,
      without the prior
      consent of the other parties.  This Escrow Agreement shall be binding
      upon each of the parties hereto and each of their respective successors and
      assigns, if any.  Nothing in this Escrow Agreement is intended to
      confer, or shall be deemed to confer, any rights or remedies upon any person
      or
      entity other than the parties hereto and their successors and
      assigns.  This Escrow Agreement shall inure to the benefit of: Party
      A, Party B, Escrow Agent and their respective successors and assigns, if any,
      of
      the foregoing.  This Escrow


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    


     Agreement
      shall be governed by and construed under the laws of the State of New
      York.  Each party hereto irrevocably waives any objection on the
      grounds of venue, forum non-conveniens or any similar grounds and irrevocably
      consents to service of process by mail or in any other manner permitted by
      applicable law and consents to the jurisdiction of the courts located in the
      State of New York.  The parties further hereby waive any right to a
      trial by jury with respect to any lawsuit or judicial proceeding arising or
      relating to this Escrow Agreement.  No party to this Escrow Agreement
      is liable to any other party for losses due to, or if it is unable to perform
      its obligations under the terms of this Escrow Agreement because of, acts of
      God, fire, war, terrorism, floods, strikes, electrical outages, equipment or
      transmission failure, or other causes reasonably beyond its
      control.  This Escrow Agreement and the other agreements referred to
      herein set forth the entire understanding of the parties hereto relating to
      the
      subject matter hereof and thereof and supersede all prior agreements and
      understandings among or between any of the parties relating to the subject
      matter hereof and thereof.  Nothing in this Escrow
      Agreement
      shall derogate from, or modify in any respect any of the terms and provisions
      of
      the Purchase Agreement, including Article X thereof, with respect to
      indemnification.  In the event any provision of this Escrow
      Agreement shall be held invalid or unenforceable by any court of competent
      jurisdiction, such holding shall not invalidate or render unenforceable any
      other provision of this Escrow Agreement and each and every other provision
      of
      this Escrow Agreement shall continue in full force and effect.  The
      waiver by any party hereto of a breach of any provision of this Escrow Agreement
      shall not operate or be construed as a waiver of any other or subsequent breach
      by any party.  This Escrow Agreement may be executed in one or more
      counterparts, each of which shall be deemed an original, but all of which
      together shall constitute one and the same instrument. All signatures of the
      parties to this Escrow Agreement may be transmitted by facsimile, and such
      facsimile will, for all purposes, be deemed to be the original signature of
      such
      party whose signature it reproduces, and will be binding upon such
      party.

    


    17.           
      Termination. 
      This Escrow Agreement shall terminate upon the earliest occurrence of any of
      the
      following events: (a) the written agreement of Party A and Party B; or
      (b) upon the delivery by Escrow Agent of all of the Escrow Fund in
      accordance with the terms of this Agreement; provided, however, that Sections 7(c) and
11
      shall
      survive any termination of this Agreement.

    


    18.           
      Compliance
      with Court Orders.  In the event
      that any
      escrow property shall be attached, garnished or levied upon by any court order,
      or the delivery thereof shall be stayed or enjoined by an order of a court,
      or
      any order, judgment or decree shall be made or entered by any court order
      affecting the property deposited under this Escrow Agreement, the Escrow Agent
      is hereby expressly authorized, in its sole discretion, to obey and comply
      with
      all writs, orders or decrees so entered or issued, which it is advised by legal
      counsel of its own choosing is binding upon it, whether with or without
      jurisdiction, and in the event that the Escrow Agent obeys or complies with
      any
      such writ, order or decree it shall not be liable to any of the parties hereto
      or to any other person, firm or corporation, by reason of such compliance
      notwithstanding such writ, order or decree be subsequently reversed, modified,
      annulled, set aside or vacated.

    


    


    [Signature
      Page Follows.]

    



    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the
      parties hereto have executed this Escrow Agreement as of the date set forth
      above.

    


    
      


       

      Tax
        Certification: Taxpayer
        Identification Number (TIN): 74-2853258                                                                                     
        Date: November 21,
        2007

       

      Name
&
        Address: Perficient, Inc.

       

      1120
        South Capital of Texas Highway,
        Building 3, Suite 220

       

      Austin,
        Texas  78746

       

      Customer
        is a (check one):

       

      


    

    
      X
        Corporation                                             
        ___ Partnership

    

    
      ___
        Individual/sole
        proprietor                                         
___
        Trust                                
___ Other _________________

       

      Taxpayer
        is (check if applicable):

       

      X
        Exempt
        from backup withholding

       

      Under
        the penalties of perjury, the undersigned certifies that:

       

      


    

    
      
        	
                (1)

              	
                the
                  number shown above
                  is its correct Taxpayer Identification Number (or it is waiting
                  for a
                  number to be issued to it);

              


      

       

      
        	
                (2)

              	
                it
                  is not subject to backup withholding because: (a) it is exempt
                  from backup
                  withholding or (b) it has not been notified by the Internal Revenue
                  Service (IRS) that it is subject to backup withholding as a result
                  of
                  failure to report all interest or dividends, or (c) the IRS has
                  notified
                  it that it is no longer subject to backup withholding;
                  and

              


      

       

      
        	
                (3)

              	
                the
                  entity is a U.S.
                  person (including a U.S. resident
                  alien).

              


      

       

      


    

    
       (If
        the entity is subject to backup withholding, cross out the words after the
        (2)
        above.)

       

      Investors
        who do not supply a tax identification number will be subject to backup
        withholding in accordance with IRS regulations.

       

      Note:
        The IRS does not require your
        consent to any provision of this document other than the certifications required
        to avoid backup withholding.

       

      


    

    
      	
               

            	
              PARTY
                A 

            


    

    


    
      	
               

            	
              Perficient,
                Inc. 

            


    

    


    


    
      	
              By:
                /s/ Jeffrey S.
                Davis

            	
            


    

    
      	
               

            	
              Printed
                Name: Jeffrey S. Davis 

            


    

    
      	
               

            	
              Title:
                President and Chief Operating Officer


            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      

         

      

      Tax
        Certification: Taxpayer
        Identification Number (TIN): ):
        77-0496415                                                                                                
Date: November 21,
        2007

       

      Name
&
        Address: ePairs, Inc.

       

      20370
        Town Center Lane, Suite
        255

       

      Cupertino,
        CA  95014

       

      Customer
        is a (check one):

       

      


    

    
      X
        Corporation                                             ___
        Partnership

    

    
      ___
        Individual/sole
        proprietor                                         ___
        Trust                                
___ Other _________________

       

      Taxpayer
        is (check if applicable):

       

      ___
        Exempt from backup withholding

       

      Under
        the penalties of perjury, the undersigned certifies that:

       

      


    

    
      
        	
                (4)

              	
                the
                  number shown above
                  is its correct Taxpayer Identification Number (or it is waiting
                  for a
                  number to be issued to it);

              


      

       

      
        	
                (5)

              	
                it
                  is not subject to backup withholding because: (a) it is exempt
                  from backup
                  withholding or (b) it has not been notified by the Internal Revenue
                  Service (IRS) that it is subject to backup withholding as a result
                  of
                  failure to report all interest or dividends, or (c) the IRS has
                  notified
                  it that it is no longer subject to backup withholding;
                  and

              


      

       

      
        	
                (6)

              	
                the
                  entity is a U.S.
                  person (including a U.S. resident
                  alien).

              


      

       

      


    

    
       (If
        the entity is subject to backup withholding, cross out the words after the
        (2)
        above.)

       

      Investors
        who do not supply a tax identification number will be subject to backup
        withholding in accordance with IRS regulations.

       

      Note:
        The IRS does not require your
        consent to any provision of this document other than the certifications required
        to avoid backup withholding.

       

      


    

    
      	
               

            	
              PARTY
                B 

            


    

    


    
      	
               

            	
              ePairs
                Inc. 

            


    

    


    


    
      	
              By:
                /s/ Kumar
                Nathan

            	
            


    

    
      	
               

            	
              Printed
                Name:  Kumar Nathan


            


    

    
      	
               

            	
              Title:  President
                and Chief Executive
                Officer 

            


    

    


    JPMORGAN
      CHASE BANK, N.A.

    


    
      	
               

            	
              as
                Escrow Agent 

            


    

    


    


    
      	
               

            	
              By:  
/s/
                Ruth
                Chipongian

            


    

    


    
       

    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Annex
      I

    


    


    


    
      	
               

            	
              Telephone
                Number(s) for Call-Backs and 

            


    

    
      	
               

            	
              Person(s)
                Designated
                to Give and Confirm Funds Transfer
                Instructions

            


    

    


    


    
      	
              If
                to Party A:

            	 	 	 	 
	 	 	 	 	 
	
              Name

            	 	
              Telephone
                Number

            	 	
              Signature

            
	
              1.   Paul
                E. Martin

            	 	
              314.785.1470

            	 	 
	 	 	 	 	 
	
              2.   Dick
                Kalbfleish

            	 	
              314.995.8885

            	 	 
	 	 	 	 	 
	 	 	 	 	 
	
              If
                to Party B:

            	 	 	 	 
	 	 	 	 	 
	
              Name

            	 	
              Telephone
                Number

            	 	
              Signature

            
	
              1.   Kumar
                Nathan

            	 	
              408.973.8466

            	 	 
	 	 	 	 	 


    

    


    


    Telephone
      call-backs shall be made to each Party A and Party B if joint instructions
      are
      required pursuant to this Escrow Agreement.  All funds transfer
      instructions must include the signature of the person(s) authorizing said funds
      transfer.

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Annex
      II

    


    Escrow
      Agent’s Compensation:

    


    


    


    Attached