Prepared by MERRILL CORPORATION




Exhibit 4.1  


 PERFICIENT, INC.

CERTIFICATE OF DESIGNATION, RIGHTS AND PREFERENCES

OF SERIES A PREFERRED STOCK  


        Pursuant to Section 151 of the General Corporation Law of the State of Delaware (the "DGCL"), the undersigned, on behalf of
Perficient, Inc. (the "Corporation"), a corporation organized and existing under the DGCL, in accordance with the provisions of Section 103 thereof, DOES HEREBY
CERTIFY:


        That
pursuant to the authority given to the Board of Directors of the Corporation by the Certificate of Incorporation of the Corporation (the "Certificate of Incorporation"), and in
accordance with the provisions of Section 151 of the DGCL, the Board of Directors of the Corporation, as of December 19, 2001, adopted the following resolution creating a series of
Preferred Stock designated as Series A Preferred Stock. 


        RESOLVED that, pursuant to the authority vested in the Board of Directors of the Corporation in accordance with the DGCL and the
provisions of the Certificate of Incorporation, a series of preferred stock, par value $.001 per share, of the Corporation is hereby created and that the designation and number of shares thereof and
the voting powers, preferences and relative, participating, optional and other special rights of the shares of such series, and the qualifications, limitations and restrictions thereof, are as
follows: 


SERIES A CONVERTIBLE PREFERRED STOCK  


        A.1    Designation and Amount.    The designation of this series of capital stock shall be "Series A
Convertible Preferred Stock," par value $.001 per share (the "Series A Stock"). The number of shares, powers, terms, conditions, designations, preferences and privileges, relative,
participating, optional and other special rights, and qualifications, limitations and restrictions, if any, of the Series A Stock shall be as set forth herein. The number of authorized shares
of the Series A Stock is 2,200,000. 


        A.2    Ranking.    The Corporation's Series A Stock shall rank, as to dividends and upon Liquidation (as
defined in Section A.4(b) hereof), equally with each other series of preferred stock and senior and prior to the Corporation's Common Stock, except as otherwise approved by the affirmative vote
or consent of the holders of shares of Series A Stock pursuant to Section A.5(c) hereof. 


        A.3    Dividend Provisions.    


        Subject
to the terms of this Section A.3, dividends on the Series A Stock shall accrue and be payable only in connection with a Liquidation  or the redemption or conversion
of the Series A Stock as provided for herein and then at an annual rate per share of
Series A Stock equal to the Original Purchase Price multiplied by the Prime Rate plus 150 basis points (the "Dividend Payment") from the Closing Date. 


        A.4    Liquidation Rights.    



        A.4(a)
With respect to rights on Liquidation (as defined in Section A.4(b) hereof), the Series A Stock shall rank equally with each other series of preferred stock and
senior and prior to the common stock, par value $.001, of the Corporation (the "Common Stock"), except as otherwise approved by the affirmative vote or consent of the holders of Series A Stock
pursuant to Section A.5(c) hereof. 


        A.4(b)
In the event of any liquidation, dissolution or winding-up of the affairs of the Corporation or an Event of Sale (collectively, a "Liquidation"), the holders of shares
of Series A Stock then outstanding (the "Series A Stockholders") shall be entitled to receive out of the assets of the Corporation legally available for distribution to its stockholders,
whether from capital, surplus or earnings, before any payment shall be made to the holders of Common Stock or any other class or series of stock ranking on Liquidation junior to such Series A
Stock, an amount per share equal to the Original Purchase Price (as defined in Section A.8 hereof), plus all accrued Dividend Payments. 






 

        A.4(c)
If, upon any Liquidation, the assets of the Corporation available for distribution to its stockholders shall be insufficient to pay the Series A Stockholders the full
amount as to which each of them shall be entitled, then the Series A Stockholders shall share ratably in any distribution of assets according to the respective amounts which would be payable to
them in respect of the shares held upon
such distribution if all amounts payable on or with respect to such shares were paid in full. For purposes of calculating the amount of any payment to be paid upon any such Liquidation, each share of
Series A Stock shall be deemed to be that number of shares (including fractional shares) of Common Stock into which it is then convertible, rounded to the nearest one-tenth of a
share. 


        A.4(d)
In the event of any Liquidation, after payments shall have been made first to the Series A Stockholders and then to the holders of each junior class or series of capital
stock (other than Common Stock) of the full amount to which they shall be entitled pursuant to Section A.4(b), the holders of Common Stock shall be entitled to share ratably in all remaining
assets of the Corporation available for distribution to its stockholders. 


        A.4(e)
For purposes of this Section A.4, an "Event of Sale" shall mean (A) the merger or consolidation of the Corporation into or with another corporation, partnership,
joint venture, trust or other entity, or the merger or consolidation of any corporation into or with the Corporation, or (B) the sale or other disposition of all or substantially all the assets
of the Corporation, unless, upon consummation of such merger or consolidation, the holders of voting securities of the Corporation immediately prior to such transaction continue to own directly or
indirectly not less than fifty percent (50%) of the voting power of the surviving corporation. 




        A.5    Voting.    



        A.5(a)
In addition to any other rights provided for herein or by law, the Series A Stockholders shall be entitled to vote, together with the Common Stockholders as one class, on
all matters as to which Common Stockholders shall be entitled to vote, in the same manner and with the same effect as such Common Stockholders. In any such vote, each share of Series A Stock
shall entitle the holder thereof to the number of votes per share that equals the number of shares of Common Stock (including fractional shares) into which each such share of Series A Stock is
then convertible, rounded up to the nearest one-tenth of a share. 


        A.5(b)(i) In
addition to the rights specified in Section A.5(a), the holders of a majority in voting power of the Series A Stock, voting as a separate class, shall
have the exclusive right to elect (x) one (1) member of the Board of Directors of the Corporation, or (y) in the event that the Corporation fails to redeem Series A Stock
within forty-five (45) days following a request occurring on a date that is not less than five (5) years after the Closing Date in accordance with Section A.7 hereof,
such number of the members of the Board of Directors of the Corporation as shall equal one-half of the members of the Board of Directors (each of the Directors elected pursuant to
(x) or (y) above, a "Preferred Director"). In any election of a Preferred Director pursuant to this Section A.5(b), each Series A Stockholder shall be entitled to one vote
for each share of the Series A Stock held, and no Series A Stockholder shall be entitled to cumulate its votes by giving one candidate more than one vote per share. The exclusive voting
right of the Series A Stockholders, contained in this Section A.5(b), may be exercised at a special meeting of the Series A Stockholders called as provided in accordance with the
By-laws of the Corporation, at any annual or special meeting of the stockholders of the Corporation, or by written consent of such Series A Stockholders in lieu of a meeting. Any
Preferred Director elected pursuant to this Section A.5(b) shall serve from the date of their election and qualification until their successors
have been duly elected and qualified. The right described herein to elect a member to the Board of Directors shall be without regard to any persons serving on the Board of Directors on the date of
this Certificate of Designation. To accommodate the election of the Preferred Directors as 



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described above, the Corporation shall procure the resignation of such number of directors as shall be necessary, or the number of directors shall be automatically increased, to create the requisite
number of vacancies. 


        A.5(b)(ii) A
vacancy in the directorship to be elected by the Series A Stockholders may be filled only by a vote at a meeting called in accordance with the
By-laws of the Corporation or written consent in lieu of such meeting of the holders of at least a majority in voting power of such Series A Stock. 



        A.5(b)(iii) At
the election of the holders of the Series A Stock, voting as a separate class, and in lieu of electing a member of the Board of Directors, the holders of
Series A Stock may elect an observer to the Board of Directors. 


        A.5(c)
The Corporation shall not, without the affirmative approval of the holders of shares representing at least a majority of the voting power of the Series A Stock then
outstanding (determined as set forth in the second sentence of Section A.5(a) hereof), acting separately from the holders of Common Stock or any other securities of the Corporation, given by
written consent in lieu of a meeting or by vote at a meeting called for such purpose, for which meeting or approval by written consent timely and specific notice (a "Notice") shall have been given to
each holder of such Preferred Stock, in the manner provided in the By-laws of the Corporation, take any action that: (i) amends or repeals any provision of the Certificate of
Incorporation if such action would materially and adversely change the rights, preferences or privileges of the Series A Stock, (ii) (A) at any time prior to the fifth anniversary
of the Closing Date, authorizes or issues shares of any class of stock ranking on par with or having any preference or priority as to dividends or liquidation superior to the Series A Stock, or
(B) at any time on or after the fifth anniversary of the Closing Date, authorizes or issues any shares of any class of stock of the Company or any securities convertible into or exercisable,
exchangeable or redeemable for any shares of any class of stock of the Corporation, whether or not such shares have any preference or priority as to dividends or liquidation equal or superior to the
Series A Stock or (iii) provides for a sale of substantially all of the assets of the Corporation, or a merger or consolidation of the Corporation in which the holders of voting
securities of the Corporation immediately prior to such transaction do not continue to own directly or indirectly at least fifty percent (50%) of the voting power of the surviving corporation, but in
each case only if John T. McDonald is not the Chief Executive Officer or Chairman of the Board of the Corporation at the time that the transaction is approved by the Board of Directors of the
Corporation. 




        A.6    Conversion.    



        A.6(a)(i) Any
Series A Stockholder shall have the right (at any time, or from time to time, after Shareholder Approval is obtained) to convert any or all of its
Series A Stock into that number of fully
paid and nonassessable shares of Common Stock for each share of Series A Stock so converted equal to the quotient of the Original Purchase Price for such share divided by the Conversion Price
for such share (as defined in Section A.6(d) hereof), as last adjusted and then in effect, rounded up to the nearest one-tenth of a share; provided,
however, that cash shall be paid in lieu of the issuance of fractional shares of Common Stock, as provided in Section A.6(c)(ii) hereof. 



        A.6(a)(ii)
Any Series A Stockholder who exercises the right to convert shares of Series A Stock into shares of Common Stock, pursuant to this Section A.6, shall be
entitled to payment of all accrued Dividend Payments with respect to such Series A Stock pursuant to Section A.6(a) herein, up to and including the Conversion Date (as defined in
Section A.6(b)(ii) hereof). 


        A.6(b)(i)
Any Series A Stockholder may exercise the right to convert such shares into Common Stock pursuant to this Section A.6 by delivering to the Corporation during
regular business hours, at the office of the Corporation or any transfer agent of the Corporation or at such 



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other place as may be designated by the Corporation, the certificate or certificates for the shares to be converted (the "Series A Preferred Certificate"), duly endorsed or assigned in blank
to the Corporation (if required by it). 


        A.6(b)(ii)
Each Series A Preferred Certificate shall be accompanied by written notice stating that such holder elects to convert such shares and stating the name or names (with
address) in which the certificate or certificates for the shares of Common Stock (the "Common Certificate") are to be issued. Such conversion shall be deemed to have been effected on the date when
such delivery is made, and such date is referred to herein as the "Conversion Date." 


        A.6(b)(iii)
As promptly as practicable thereafter, the Corporation shall issue and deliver to or upon the written order of such holder, at the place designated by such holder, a
certificate or certificates for the number of full shares of Common Stock to which such holder is entitled and a check or cash in respect of any fractional interest in any shares of Common Stock, as
provided in Section A.6(c)(ii) hereof, payable with respect to the shares so converted up to and including the Conversion Date. 



        A.6(b)(iv)
The person in whose name the certificate or certificates for Common Stock are to be issued shall be deemed to have become a holder of record of Common Stock on the applicable
Conversion Date, unless the transfer books of the Corporation are closed on such Conversion Date, in which event the holder shall be deemed to have become the stockholder of record on the next
succeeding date on which the transfer books are open, provided that the Conversion Price shall be that Conversion Price in effect on the Conversion Date. 


        A.6(b)(v)
Upon conversion of only a portion of the number of shares covered by a Series A Preferred Certificate, the Corporation shall issue and deliver to or upon the written
order of the holder of such
Series A Preferred Certificate, at the expense of the Corporation, a new certificate covering the number of shares of the Series A Stock representing the unconverted portion of the
Series A Preferred Certificate, which new certificate shall entitle the holder thereof to all the rights, powers and privileges of a holder of such shares. 


        A.6(c)(i)
If a Series A Stockholder shall surrender more than one certificate representing shares of Series A Stock for conversion at any one time, then the number of full
shares of Common Stock issuable upon conversion thereof shall be computed on the basis of the aggregate number of shares of Series A Stock so surrendered. 



        A.6(c)(ii)
No fractional shares of Common Stock shall be issued upon conversion of Series A Stock. The Corporation shall pay a cash adjustment for any such fractional interest in
an amount equal to the Current Market Price thereof on the Conversion Date, as determined in accordance with Section A.6(d)(vi) hereof. 


        A.6(d)
For all purposes of this Part A, the "Conversion Price" with respect to the Series A Stock shall be equal to $1.00 with respect to each such share of Series A
Stock, subject to adjustment from time to time as follows: 



        A.6(d)(i)
Subject to Section A.6(d)(ii) below, if the Corporation shall, at any time or from time to time after the Original Issuance Date, issue any shares of Common Stock
(which term, for purposes of this Section A.6(d)(i) and Section A.6(d)(ii), including all subsections thereof, shall be deemed to include all other securities convertible into, or
exchangeable or exercisable for, shares of Common Stock (including, but not limited to, Series A Stock) or options to purchase or other rights to subscribe for such convertible or exchangeable
securities, in each case other than Excluded Stock (as hereinafter defined)), for a consideration per share less than the greater of (i) the applicable Conversion Price in effect immediately
prior to the issuance of such Common Stock or other securities and (ii) the Current Market Price of the Common Stock (a "Dilutive Issuance"), the Conversion Price for Series A Stock in
effect 




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immediately prior to each such Dilutive Issuance shall automatically be lowered to a price equal to the price determined in accordance with the following formula: 




	A.	 	For issuances at less than the Conversion Price in effect immediately prior to the issuance of such securities:
	

C1	
 	

=	
 	

C0 ×	
 	

(N0 + [N+ × $)/C0]


 N1
	

B.	
 	

For issuances at less than the Current Market Price:
	

C1	
 	

=	
 	

C0 ×	
 	

[(N0 × CMP) + N+[$ + CMP(Permitted Dilution %)]]/N1
 CMP
	

In each case, where:
	

C1	
 	

=	
 	

adjusted Conversion Price;
	C0	 	=	 	current Conversion Price;
	N0	 	=	 	number of shares of Common Stock outstanding prior to the issuance;
	N1	 	=	 	number of shares of Common Stock outstanding immediately after issuance;
	N+	 	=	 	number of shares of Common Stock issued in the dilutive issuance;
	$	 	=	 	consideration per share received in the dilutive issuance;
	CMP	 	=	 	Current Market Price per share of Common Stock; and
	Permitted Dilution % = for issuances in 2002, 35%; in 2003, 20%; in 2004 and after, 10%; provided, however, that Permitted Dilution % shall be 0% for all shares
issued after the issuance of shares having an aggregate Current Market Price in excess of $5,000,000 in 2002 and $10,000,000 in 2003, taking into account (i) all dilutive issuances for which adjustments are required under this Section (f)(2)
 and Section f(3) and (ii) all issuances to employees, consultants or directors for which an adjustment is required under this Section.
	

Such adjustment shall be made successively whenever such an issuance is made. No adjustment pursuant to this Section A.6(d)(i) shall increase the Conversion Price.








        A.6(d)(i)(A)
In the case of the issuance of Common Stock in whole or in part for cash, the consideration shall be deemed to be the amount of cash paid therefor after deducting therefrom
any discounts, commissions or other expenses allowed, paid or incurred by the Corporation for any underwriting or otherwise in connection with the issuance and sale thereof, plus the value of any
property other than cash received by the Corporation, determined as provided in Section A.6(d)(i)(B) hereof, plus the value of any other consideration received by the Corporation determined as
set forth in Section A.6(d)(i)(C) hereof. 


        A.6(d)(i)(B)
In the case of the issuance of Common Stock for a consideration in whole or in part in property other than cash, the value of such property other than cash shall be deemed
to be the fair market value of such property as determined in good faith by the Board of Directors, irrespective of any accounting treatment; provided,
however, that such fair market value of such property as determined by the Board of Directors shall not exceed the aggregate Current Market Price (as defined in
Section A.6(d)(vii) hereof) of the shares of Common Stock or such other securities being issued, less any cash consideration paid for such shares, determined as provided in
Section A.6(d)(i)(A) hereof and less any other consideration received by the Corporation for such shares, determined as set forth in Section A.6(d)(i)(C) hereof. 





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        A.6(d)(i)(C)
In the case of the issuance of Common Stock for consideration in whole or in part other than cash or property, the value of such other consideration shall be deemed to be
the fair market value of such property as determined in good faith by the Board of Directors, irrespective of any accounting treatment. 



        A.6(d)(i)(D)
In the case of the issuance of options or other rights to purchase or subscribe for Common Stock or the issuance of securities by their terms convertible into or
exchangeable or exercisable for Common Stock or options to purchase or other rights to subscribe for such convertible or exchangeable or exercisable securities: 



        A.6(d)(i)(D)(1)
The aggregate maximum number of shares of Common Stock deliverable upon exercise of such options to purchase or rights to subscribe for Common Stock shall be deemed to
have been issued at the time such options or rights were issued and for a consideration equal to the consideration (determined in the manner provided in Sections A.6(d)(i)(A), (B) and
(C) hereof), if any, received by the Corporation upon the issuance of such options or rights plus the minimum purchase price provided in such options or rights for the Common Stock covered
thereby (the consideration in each case to be determined in the manner provided in Sections A.6(d)(i)(A), (B) and (C) hereof); 


        A.6(d)(i)(D)(2)
the aggregate maximum number of shares of Common Stock deliverable upon conversion of, or in exchange for, any such convertible or exchangeable securities or upon the
exercise
of options to purchase or rights to subscribe for such convertible or exchangeable securities and subsequent conversion or exchange thereof shall be deemed to have been issued at the time such
securities were issued or such options or rights were issued and for a consideration equal to the consideration received by the Corporation for any such securities and related options or rights
(excluding any cash received on account of accrued interest or accrued dividends), plus the minimum additional consideration, if any, to be received by the Corporation upon the conversion or exchange
of such securities or the exercise of any related options or rights (the consideration in each case to be determined in the manner provided in Sections A.6(d)(i)(A), (B) and (C) hereof); 






6















  






        A.6(d)(i)(D)(3)
If there is any change in the exercise price of, or number of shares deliverable upon exercise of, any such options or rights or upon the conversion or exchange of any
such convertible or exchangeable securities (other than a change resulting from the antidilution provisions thereof), then the Conversion Price shall automatically be readjusted in proportion to such
change; and 


        A.6(d)(i)(D)(4)
Upon the expiration of any such options or rights or the termination of any such rights to convert or exchange such convertible or exchangeable securities, the Conversion
Price shall be automatically readjusted to the Conversion Price that would have obtained had such options, rights or convertible or exchangeable securities not been issued. 





        A.6(d)(ii)
"Excluded Stock" shall mean: 



        A.6(d)(ii)(A)
Series A Stock authorized hereunder or Shares of Common Stock issued upon conversion of any shares of Series A Stock; 



        A.6(d)(ii)(B)
Common Stock issued or issuable to officers, directors or employees of or consultants or independent contractors to the Corporation, pursuant to any written agreement, plan
or arrangement, to purchase, or rights to subscribe for, such Common Stock, including Common Stock issued under the 1999 Employee Stock Purchase/Stock Option Plan, as approved by a majority of the
members of the Board of Directors of the Corporation, provided, that in order to qualify as Excluded Stock (i) any issuance of Common Stock to officers, directors or employees, or their
affiliates, for consideration other than cash equal to the fair market value of such Common Stock shall have been approved by the director elected by the holders of Series A Stock, and
(ii) that the price payable for any Common Stock issuable pursuant to any stock option, warrant or other right to subscribe for Common Stock shall be equal to or greater than the Current Market
Price of the Common Stock on the date such stock option, warrant or other right is granted; 


        A.6(d)(ii)(C)
Common Stock issued as a stock dividend payable in shares of Common Stock, or capital stock of any class issuable upon any subdivision, recombination, split-up
or reverse stock split of all the outstanding shares of such class of capital stock; 


        A.6(d)(ii)(D)
Common Stock issued upon the exercise of any options, warrants or securities convertible into Common Stock that are outstanding on the Closing Date; 



        A.6(d)(ii)(E)
Common Stock issued upon the exercise of the Common Stock Purchase Warrants issued in connection with the purchase and sale of the Series A Stock; and 


        A.6(d)(ii)(F)
Common Stock or other securities issued in connection with any merger, acquisition or similar transaction approved by a majority of the members of the Board of Directors of
the Corporation, whether before or after the Closing Date. 


        A.6(d)(ii)(G)
Common Stock or other securities issued in connection with any firm commitment underwritten public offering. 




        A.6(d)(iii)
If the number of shares of Common Stock outstanding at any time after the Original Issuance Date (as hereinafter defined) is increased by a stock dividend payable in shares
of Common Stock or by a subdivision or split-up of shares of Common Stock, then, following the record date fixed for the determination of holders of Common Stock entitled to receive such
stock dividend, subdivision or split-up, the Conversion Price shall be appropriately decreased so that the number of shares of Common Stock issuable on 




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conversion of each share of Series A Stock shall be increased in proportion to such increase in outstanding shares. 


        A.6(d)(iv)
If, at any time after the Original Issuance Date, the number of shares of Common Stock outstanding is decreased by a combination of the outstanding shares of Common Stock,
then, following the record date for such combination, the Conversion Price shall be appropriately increased so that the number of shares of Common Stock issuable on conversion of each share of
Series A Stock shall be decreased in proportion to such decrease in outstanding shares. 



        A.6(d)(v)
All calculations under this Section A.6(d) shall be made to the nearest one-tenth of a cent ($.001) or to the nearest one-tenth of a share, as
the case may be. 


        A.6(d)(vi)
For the purpose of any computation pursuant to Section A.6(d), the Current Market Price at any date of one share of Common Stock shall be determined as follows: 



        (1)  If
the Common Stock is listed on a national securities exchange or admitted to unlisted trading privileges on such exchange or listed for trading on the Nasdaq National
Market or the Nasdaq SmallCap Market or any exchange, the Current Market Price shall be the last reported sale price of the Common Stock on such exchange or market on the last business day prior to
the date of computation
or if no such sale is made on such day, the average closing bid and asked prices for such day on such exchange or market; or 


        (2)  If
the Common Stock is not so listed or admitted to unlisted trading privileges, but is traded on the NASD Bulletin Board, the Current Market Price shall be the average
of the closing bid and asked prices for such day on such market and if the Common Stock is not so traded, the Current Market Price shall be the mean of the last reported bid and asked prices reported
by the National Quotation Bureau, Inc. on the last business day prior to the date of computation; or 



        (3)  If
the Common Stock is not so listed or admitted to unlisted trading privileges and bid and asked prices are not so reported, the Current Market Price shall be the fair
market value of the Common Stock as reasonably determined by the Board of Directors of the Company acting in good faith, but not less than the book value thereof as at the end of the most recent
fiscal quarter of the Company ending prior to the relevant date. 




        A.6(d)(vii)
In any case in which the provisions of this Section A.6(d) shall require that an adjustment shall become effective immediately after a record date for an event, the
Corporation may defer until the occurrence of such event (A) issuing to the holder of any shares of Series A Stock converted after such record date and before the occurrence of such
event the additional shares of capital stock issuable upon such conversion by reason of the adjustment required by such event over and above the shares of capital stock issuable upon such conversion
before giving effect to such adjustment, and (B) paying to such holder any cash amounts in lieu of fractional shares pursuant to Section A.6(c)(ii) hereof;  provided, however, that the
Corporation shall deliver to such holder a due bill or other appropriate instrument evidencing such holder's right to
receive such additional shares, and such cash, upon the occurrence of the event requiring such adjustment. 


        A.6(d)(viii)
If a state of facts shall occur that, without being specifically controlled by the provisions of this Section A.6, would not fairly protect the conversion rights of
the holders of the Series A Stock in accordance with the essential intent and principles of such provisions, then the Board of Directors shall make an adjustment in the application of such
provisions, in accordance with such essential intent and principles, so as to protect such conversion rights. 




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        A.6(e)
Whenever the Conversion Price shall be adjusted as provided in Section A.6(d) hereof, the Corporation shall forthwith file and keep on record at the office of the Secretary
of the Corporation and at the office of the transfer agent for the Series A Stock or at such other place as may be designated by the Corporation, a statement, signed by its President or Chief
Executive Officer and by its Treasurer or Chief Financial Officer, showing in detail the facts requiring such adjustment and the Conversion Price that shall be in effect after such adjustment. The
Corporation shall also cause a copy of such statement to be sent by first-class, certified mail, return receipt requested, postage prepaid, to each Series A Stockholder at such holder's address
appearing on the Corporation's records. Where
appropriate, such copy shall be given in advance of any such adjustment and shall be included as part of a notice required to be mailed under the provisions of Section A.6(f) hereof. 



        A.6(f)
In the event the Corporation shall propose to take any action of the types described in Section A.6(d)(i), (ii), (iii) or (iv) hereof, or any other Event of
Sale, the Corporation shall give notice to each Series A Stockholder in the manner set forth in Section A.6(e) hereof, which notice shall specify the record date, if any, with respect to
any such action and the date on which such action is to take place. Such notice shall also set forth such facts with respect thereto as shall be reasonably necessary to indicate the effect of such
action (to the extent such effect may be known at the date of such notice) on the Conversion Price with respect to the Series A Stock, and the number, kind or class of shares or other
securities or property which shall be deliverable or purchasable upon each conversion of Series A Stock. In the case of any action that would require the fixing of a record date, such notice
shall be given at least 10 days prior to the record date so fixed, and in the case of any other action, such notice shall be given at least 20 days prior to the taking of such proposed
action. 


        A.6(g)
The Corporation shall pay all documentary, stamp or other transactional taxes attributable to the issuance or delivery of shares of capital stock of the Corporation upon
conversion of any shares of Series A Stock; provided, however, that the Corporation shall not be required to pay any taxes which may be payable
in respect of any transfer involved in the issuance or delivery of any certificate for such shares in a name other than that of the Series A Stockholder in respect of which such shares of
Series A Stock are being issued. 


        A.6(h)
The Corporation shall reserve out of its authorized but unissued shares of Common Stock solely for the purpose of effecting the conversion of the Series A Stock sufficient
shares of Common Stock to provide for the conversion of all outstanding shares of Series A Stock. 


        A.6(i)
All shares of Common Stock which may be issued in connection with the conversion provisions set forth herein will, upon issuance by the Corporation, be validly issued, fully paid
and nonassessable, not subject to any preemptive or similar rights and free from all taxes, liens or charges with respect thereto created or imposed by the Corporation. 


        A.6(j)
In the event that (i) the closing price of Common Stock on the Nasdaq SmallCap Market or any exchange on which the Common Stock trades (as adjusted for any stock dividend,
split-up, combination or reclassification) is over $3.00 for any twenty (20) consecutive trading days (provided that, there is an average trading volume during such period of at
least 50,000 shares of Common Stock per trading day), or (ii) holders of shares representing at least fifty percent (50%) of the voting power of the Series A Stock then outstanding
(determined as set forth in the second sentence of Section A.5(a)) approve of the automatic conversion of each share of Series A Stock into Common Stock, each share of Series A
Stock then outstanding shall, without any action on the part of the holder thereof, be deemed automatically converted into Common Stock in accordance with the provisions of
Section A.6(a)(i) and all rights and obligations relating to the Series A Stock shall terminate immediately other than the right to receive Common Stock on the conversion thereof
and such shares of Series A Stock shall no longer be deemed to be outstanding, 



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whether or not the certificates representing the Series A Stock have been received by the Corporation. 




        A.7  Redemption



        A.7(a)
At the request of the holder or holders of a majority of the shares of Series A Stock then outstanding (individually, a "Requesting Holder" and, collectively, the
"Requesting Holders") made at any time after December 30, 2006, the Corporation may, at the discretion of the Board of Directors of the Corporation, redeem on the Redemption Date (as such term
is defined in Section A.7(c) hereof), unless such a redemption is otherwise prevented by law, all or any portion of the Series A Stock, at a redemption price per share equal to the
Original Purchase Price for such Series A Stock plus accrued Dividend Payments thereon. Each Requesting Holder who desires to have any of the Series A Stock owned of record by such
Requesting Holder redeemed shall specify in a written notice to the Corporation the number of shares which the Requesting Holder elects to redeem (a "Redemption Notice"), in accordance with
Section A.7(c) hereof. The total sum payable per share of Series A Stock on the Redemption Date is hereinafter referred to as the "Redemption Price," and the payment to be made on the
Redemption Date is hereinafter referred to as the "Redemption Payment." 


        A.7(b)
On and after the Redemption Date, all rights of the Requesting Holder with respect to those shares of Series A Stock being redeemed by the Corporation pursuant to
Section A.7(a), except the right to receive the Redemption Price per share of Series A Stock as hereinafter provided, shall cease and terminate, and such shares of Series A Stock
shall no longer be deemed to be outstanding, whether or not the certificates representing such shares have been received by the Corporation; provided,
however, that, notwithstanding anything to the contrary set forth herein, (A) if the Corporation defaults in the payment of the Redemption Payment, the rights of the
Requesting Holder with respect to such shares of Series A Stock not yet redeemed shall continue until the Corporation cures such default, and (B) without limiting any other rights of a
Requesting Holder, upon the occurrence of a subsequent Liquidation or Event of Sale, with respect to the shares of Series A Stock in respect of which no Redemption Payment has been received by
a Requesting Holder, such Requesting Holder shall be accorded the rights and benefits set forth in Section A.4 hereof in respect of such remaining shares, as if no prior redemption request had
been made with respect to such remaining shares. 


        A.7(c)
Each Requesting Holder shall send its Redemption Notice pursuant to this Section A.7 by first-class, certified mail, return receipt requested, postage prepaid, to the
Corporation at its principal place of business or to any transfer agent of the Corporation. Within ten (10) business days of receipt of a Redemption Notice, if the Board of Directors determines
to effect a redemption of the Series A Stock in accordance with section A.7(a) hereof, the Corporation shall notify in writing all other Series A Stockholders of the redemption
proposed by the Corporation (the "Corporation Notice"). If any other Series A Stockholder desires to have redeemed all or any portion of the Series A Stock owned of record by such
Series A Stockholder, each such Series A Stockholder shall send a Redemption Notice to the Corporation postmarked within five (5) business days after the receipt of the
Corporation Notice, and such Series A Stockholder shall be deemed to be a Requesting Holder. On the thirtieth (30th) business day following the date upon which the Corporation received the
first Redemption Notice from a Requesting Holder, if the shares are to be redeemed, the Corporation shall pay each Requesting
Holder the applicable Redemption Price pursuant to the terms of Section A.7(a), provided that the Corporation or its transfer agent has received the certificate(s) representing the shares of
Series A Stock to be redeemed. Such payment date shall be referred to herein as the "Redemption Date". 



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        A.8
Definitions.    As used in Section A of this Certificate of Designation, the following terms shall have the
corresponding meanings: 



        "Closing
Date" shall mean December 31, 2001. 


        "Original
Issuance Date" with respect to any share of Series A Stock shall mean the date of first issuance by the Corporation of a share of Series A Stock. 


        "Original
Purchase Price" shall mean, with respect to the Series A Stock, $1.00 per share, subject, for all purposes other than Section A.7 hereof (which provisions shall
be applied in accordance with their own terms), to Proportional Adjustment. 



        "Proportional
Adjustment" shall mean an adjustment made to the price of the Series A Stock upon the occurrence of a stock split, reverse stock split, stock dividend, stock
combination, reclassification or other similar change with respect to such security, such that the price of one share of the Series A Stock before the occurrence of any such change shall equal
the aggregate price of the share (or shares or fractional share) of such security (or any other security) received by the holder of the Series A Stock with respect thereto upon the
effectiveness of such change. 


        "Shareholder
Approval" shall mean the requisite approval by the holders of the Common Stock of the Corporation for the issuance of Common Stock in connection with the conversion of
Series A Stock at a special meeting of the Stockholders of the Corporation to be held following the date of this Certificate of Designation. 





        IN WITNESS WHEREOF, the undersigned has caused this Certificate of Designation to be duly executed on behalf of the Corporation as of
December 31, 2001. 



	 	 	PERFICIENT, INC.
	

 	
 	

By:	
 	

/s/  JOHN T. MCDONALD      
 John T. McDonald,
 Chief Executive Officer

President




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