Prepared by MERRILL CORPORATION




Exhibit 10.1  


 CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT  


        THIS AGREEMENT, dated as of this 21st day of December, 2001, is entered into by and among  PERFICIENT,
 INC., a Delaware corporation (the "Corporation"), and the persons listed on Schedule 1  attached hereto (the "Investors"). 



        The
Corporation and the Investors are desirous of providing for the issuance of shares of Series A Preferred Stock and Warrants (each, as hereinafter defined), as more
specifically set forth hereinafter. 


        NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto, intending to be legally
bound, hereby agree as follows: 


        SECTION
1.    Filing of Certificate of Designation; Shareholder Meeting.    (a) Prior to Closing (as defined
in Section 4 hereof), the Corporation shall have filed a Certificate of Designation, Rights and Preferences to the Certificate of Incorporation of the Corporation (the "Certificate of
Designation") setting forth, among other things, the terms, designations, powers, preferences, and relative, participating, optional, and other special rights, and the qualifications, limitations and
restrictions of the Series A Preferred Stock, in the form attached hereto as Exhibit A. Pursuant to the Certificate of Designation, the
Corporation shall be authorized to issue 2,200,000 shares of Series A Convertible Preferred Stock, par value $.001 per share ("Series A Preferred Stock"). The Series A Preferred
Stock shall have the terms set forth in the Certificate of Designation. 


        (b)  The
Corporation shall submit to the stockholders of the Corporation for approval at a special meeting ("Special Meeting") to be called and held as promptly as
practicable after the date hereof the approval of the sale and issuance of the Series A Preferred Stock contemplated by this Agreement. The Corporation shall include the proposal in an
amendment to the preliminary proxy statement for a special meeting of stockholders filed with the Securities and Exchange Commission on November 15, 2001. In connection with such special
meeting, the Corporation shall prepare and file with the SEC a preliminary proxy statement (the "Proxy Statement") by which the Corporation's shareholders will be asked to approve the transaction and
the issuance of the Corporation's Common Stock contemplated hereby. The Proxy Statement as initially filed with the SEC, as it may be amended and refiled with the SEC and as it may be mailed to the
Corporation's shareholders, shall be in form and substance reasonably satisfactory to Investors. The Corporation shall use its best efforts to respond to any comments of the SEC, and to cause the
Proxy Statement to be mailed to the Corporation's shareholders at the earliest practicable time. The Corporation will notify Investors promptly of the receipt of any comments from the SEC or its staff
and of any request by the SEC or its staff or any
other government officials for amendments or supplements to the Proxy Statement or for additional information and will supply Investors with copies of all correspondence between the Corporation or any
of its representatives, on the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect to the Proxy Statement. The Proxy Statement shall comply in all
material respects with all applicable requirements of law. Investors shall provide the Corporation all information about Investors required to be included or incorporated by reference in the Proxy
Statement and shall otherwise cooperate with the Company in taking the actions described in this paragraph. Whenever any event occurs which is required to be set forth in an amendment or supplement to
the Proxy Statement, the Corporation or Investors, as the case may be, shall promptly inform the other party of such occurrence and cooperate in filing with the SEC or its staff or any other
government officials, and/or mailing to shareholders of the Corporation, such amendment or supplement. Subject to the exercise by the Board of Directors of their fiduciary duties, the Proxy Statement
shall include the recommendation of the Board of Directors of the Corporation that the shareholders of the Corporation vote in favor of and approve the transactions contemplated by, and the issuance
of the Corporation's Common stock pursuant to, this Agreement. 


        SECTION
2.    Authorization of Issuance and Sale of Preferred Shares; Reservation of Reserved Common Shares;
Closing.    Subject to the terms and conditions hereof, the Corporation has authorized the issuance on the Closing Date (as defined in Section 4 hereof) of an
aggregate of (i) 2,200,000 





 




shares of Series A Preferred Stock (such shares of Series A Preferred Stock being sometimes hereinafter referred to as the "Preferred Shares"), and (ii) Warrants, in the form
attached hereto as Exhibit B (the "Warrants") to purchase up to 1,100,000 shares of the common stock, par value $.001 per share, of the
Corporation ("Common Stock") for $2.00 per share, as adjusted pursuant to the terms of the Warrants and, has reserved up to 3,300,000 shares of Common Stock for issuance upon conversion of the
Preferred Shares and exercise of the Warrants (such reserved Common Stock being sometimes hereinafter referred to as the "Reserved Shares"). 



        SECTION
3.    Sale and Delivery of Preferred Shares and Warrants.    


        3.1    Agreement to Sell and Purchase the Preferred Shares.    Subject to the terms and conditions hereof, the
Corporation shall sell to each Investor at the Closing or at subsequent Closings and each Investor, severally and not jointly, shall purchase from the Corporation, subject to the satisfaction of the
conditions precedent set forth in Section 7.1 hereof and subject to the terms and other conditions hereinafter set forth, at the Closing, the number of Preferred Shares and Warrants set forth
opposite the name of such Investor on Schedule 1 hereto for a purchase price of $1.00 per share of Series A Preferred Stock (subject to
adjustment to reflect stock splits, stock dividends, stock combinations, recapitalizations and like occurrences), representing an aggregate purchase price of $2,200,000 for the Preferred Shares and
Warrants purchased by all Investors. Each Investor will receive a Warrant to
purchase one share of Common Stock for every two Preferred Shares that such Investor purchases hereunder. 


        3.2    Delivery of Preferred Shares and Warrants.    At each Closing, the Corporation shall deliver to Continental
Stock Transfer & Trust Company, as Escrow Agent (the "Escrow Agent") pursuant to an Escrow Agreement to be agreed upon by the parties, certificates, registered in the name of such Investor as
set forth on Schedule 1, representing (i) that number of Preferred Shares being purchased by such Investor at the Closing, and
(ii) that number of Warrants being purchased by the Investor at the Closing. At the Closing, each Investor shall deliver to the Escrow Agent a check payable to the Escrow Agent for the benefit
of Perficient, Inc. or a wire transfer to an account designated by the Escrow Agent for the benefit of the Corporation in the full amount of the purchase price for the Preferred Shares being
purchased by such Investor at the Closing. Upon the approval of the issuance of the Series A Preferred Stock and the Common Stock proposed to be issued pursuant to this Agreement at the Special
Meeting and the closing by the Company of each of the merger of its subsidiary with Primary Webworks, Inc. d/b/a Vertecon, Inc. and another subsidiary with Javelin
Solutions, Inc., (in accordance with the provisions, without amendment, of the Agreement and Plan of Merger by and among the Corporation and Primary Webworks, Inc. d/b/a
Vertecon, Inc. et al., dated as of September 30, 2001, and the Agreement and Plan of Merger by and among the Corporation and Javelin Solutions, Inc. et al., dated as of
October 26, 2001 (the "Acquisition Agreements"), as applicable, the Escrow Agent will deliver the certificates representing the shares of Series A Preferred Stock and the Warrants to
each Investor and the proceeds to the Corporation. Notwithstanding this condition, the Investors may instruct the Escrow Agent to release the proceeds to the Corporation at such sooner time as an
Investor may notify the Escrow Agent; provided, that, the Corporation receives the consent of WWC Capital Fund, L.P. prior thereto. If the conditions for closing of the shares and Warrants shall not
have been satisfied by 5:00 p.m. Eastern time on April 30, 2002, or if either of the Acquisition Agreements is terminated, all proceeds still retained by the Escrow Agent will be
returned promptly to the respective Investors. 


        SECTION
4.    The Closing.    The Closing (the "Closing") hereunder with respect to the transactions contemplated by
Section 3 hereof will take place by delivery of executed copies of the documents contemplated hereby, delivered no later than January 4, 2001, at the offices of Perficient, Inc.,
7600-B North Capital of Texas Highway, Suite 340, Austin, Texas 78731, (such date sometimes being referred to herein as the "Closing Date"). 


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        SECTION
5.    Representations and Warranties of the Corporation to the Investors.    


        The
Corporation hereby represents and warrants to the Investors as follows: 



        5.1    Organization.    The Corporation is a corporation duly organized, validly existing and in good standing under
the laws of the State of Delaware and has all requisite corporate power and authority to own
and lease its property and to carry on its business as presently conducted. The Corporation is duly qualified to do business as a foreign corporation, or has taken substantially all actions necessary
such that it will be duly qualified to do business as a foreign corporation, in the states set forth on Schedule 5.1. The Corporation does not
own or lease property or engage in any activity in any other jurisdiction which would require its qualification in such jurisdiction and in which the failure to be so qualified would have a material
adverse effect on the business, properties, financial condition, results of operations, or prospects of the Corporation (a "Material Adverse Effect"). 


        5.2    Capitalization.    As more fully described in the capitalization table set forth in  Schedule 5.2 attached hereto, the
authorized capital stock of the Corporation immediately following the Closing shall consist of: 



        (a)  20,000,000
shares of Common Stock, of which: 



        (i)    6,278,566
shall be validly issued and outstanding, fully paid and nonassessable; 


        (ii)  up
to 3,300,000 shares shall have been duly reserved for issuance upon conversion of the Preferred Shares and exercise of the Warrants; and 


        (iii)  3,533,080
shares (the "Option Shares") shall have been duly reserved for issuance in connection with the options available under the Corporation's Stock Option Plan;
and options and warrants issued outside the Stock Option Plan. 




        (b)  5,000,000
shares of Preferred Stock, 2,200,000 of which shall have been designated the Series A Preferred Stock and all of which shall be validly issued and
outstanding and, pursuant to the terms of this Agreement, fully paid and nonassessable. 




        Except
pursuant to the terms of this Agreement, the Investor Rights Agreement between the Investors and the Corporation in the form attached hereto as  Exhibit C (the "Investor Rights Agreement"), the
Warrants and as set forth in Schedule 5.2  attached hereto, there are, and immediately following the Closing, if any, there will be: (1) no outstanding warrants, options, rights, agreements,
convertible
securities or other commitments or instruments pursuant to which the Corporation is or may become obligated to issue, sell, repurchase or redeem any shares of capital stock or other securities of the
Corporation (other than the Option Shares); (2) no preemptive, contractual or similar rights to purchase or otherwise acquire shares of capital stock of the Corporation pursuant to any
provision of law, the Certificate of Incorporation of the Corporation (the "Certificate of Incorporation"), the By-laws of the Corporation (the "By-laws") or any agreement to
which the Corporation is a party or may otherwise be bound; (3) no restrictions on the transfer of capital stock of the Corporation imposed by the Certificate of Incorporation or the
By-laws, any agreement to which the Corporation is a party, any order of any court or any governmental agency to which the Corporation is subject, or any statute other than those
imposed by relevant state and federal securities laws; (4) no cumulative voting rights for any of the Corporation's capital stock; (5) no registration rights under the Securities Act of
1933, as amended, with respect to shares of the Corporation's capital stock; (6) to the best of the Corporation's knowledge and belief, no options or other rights to purchase shares of capital
stock from stockholders of the Corporation granted by such stockholders; and (7) no agreements, written or oral, between the Corporation and any holder of its securities, or, to the best of the
Corporation's knowledge and belief, among holders of its securities, relating to the acquisition, disposition or voting of the securities of the Corporation. 


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        5.3    Authorization of this Agreement, the Warrants and the Investor Rights Agreement.    The execution, delivery and
performance by the Corporation of this Agreement, the Warrants and the Investor Rights Agreement and the consummation of the transactions contemplated hereby and thereby have been duly authorized by
all requisite action on the part of the Corporation and its shareholders, except as contemplated by Section 1. Each of this Agreement, the Warrants and the Investor Rights Agreement has been
duly executed and delivered by the Corporation and constitutes a valid and binding obligation of the Corporation, enforceable in accordance with its respective terms. The execution, delivery and
performance by the Corporation of this Agreement, the Warrants and the Investor Rights Agreement, the filing of the Certificate of Designation and the compliance with the provisions hereof and thereof
by the Corporation, will not: 



        (a)  violate
any provision of law, statute, ordinance, rule or regulation or any ruling, writ, injunction, order, judgment or decree of any court, administrative agency or
other governmental body; 


        (b)  conflict
with or result in any breach of any of the terms, conditions or provisions of, or constitute (with due notice or lapse of time, or both) a default (or give rise
to any right of termination, cancellation or acceleration) under (i) any agreement, document, instrument, contract, understanding, arrangement, note, indenture, mortgage or lease to which the
Corporation is a party or under which the Corporation or any of its assets is bound or affected, (ii) the Certificate of Incorporation, or (iii) the By-laws; or 


        (c)  result
in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Corporation. 




        5.4    Authorization of Preferred Shares, Warrants and Reserved Shares.    


        (a)  The
issuance, sale and delivery of the Preferred Shares and Warrants have been duly authorized by all requisite action of the Corporation, and, when issued, sold and
delivered in accordance with this Agreement and when released from escrow in accordance with the terms hereof,, the Preferred Shares
and the Warrants, respectively, will be validly issued and outstanding, fully paid and nonassessable, with no personal liability attaching to the ownership thereof, and not subject to preemptive or
any other similar rights of the stockholders of the Corporation or others. 


        (b)  Except
as contemplated by Section 1, the reservation, issuance, sale and delivery by the Corporation of the Reserved Shares have been duly authorized by all
requisite action of the Corporation. Upon the issuance and delivery of the Reserved Shares in accordance with the terms of this Agreement and the Warrants, the Reserved Shares will be validly issued
and outstanding, fully paid and nonassessable, with no personal liability attaching to the ownership thereof, and not subject to preemptive or any other similar rights of the stockholders of the
Corporation or others. 


        5.5    Consents and Approvals.    Except as set forth on Schedule 5.5  attached hereto, no authorization, consent, approval or
other order of, or declaration to or filing with, any governmental agency or body (other than filings required to be
made under applicable federal and state securities laws) or any other person, entity or association is required for: (a) the valid authorization, execution, delivery and performance by the
Corporation of this Agreement, the Warrants and the Investor Rights Agreement; (b) the valid authorization, issuance, sale and delivery of the Preferred Shares; or (c) the valid
authorization, reservation, issuance, sale and delivery of the Reserved Shares. The Corporation has obtained all other consents that are necessary to permit the consummation of the transactions
contemplated hereby. 


        5.6    Business of Corporation.    


        (a)  Except
as provided in Schedule 5.6(a) attached hereto: (i) there are no actions, suits, arbitrations,
claims, investigations or legal or administrative proceedings pending or, to the best of the 


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Corporation's knowledge and belief, threatened, against the Corporation, whether at law or in equity; (ii) there are no judgments, decrees, injunctions or orders of any court, government
department, commission, agency, instrumentality or arbitrator entered or existing against the Corporation or any of its assets or properties for any of the forgoing or otherwise; and (iii) the
Corporation has not admitted in writing its inability to pay its debts generally as they become due, filed or consented to the filing against it of a petition in bankruptcy or a petition to take
advantage of any insolvency act, made an assignment for the benefit of creditors, consented to the appointment of a receiver for itself or for the whole or any part of its property, or had a petition
in bankruptcy filed against it, been adjudicated bankrupt, or filed a petition or answer seeking reorganization or arrangement under the federal bankruptcy laws or any other laws of the United States
or any other jurisdiction. 


        (b)  The
Corporation is in compliance with all obligations, agreements and conditions contained in any evidence of indebtedness or any loan agreement or other contract or
agreement (whether or not relating to indebtedness) to which the Corporation is a party or is subject (collectively, the "Obligations"), the lack of compliance with which could afford to any person
the right to accelerate any indebtedness or terminate any right of or agreement with the Corporation. To the best of the
Corporation's knowledge and belief, all other parties to such Obligations are in compliance with the terms and conditions of such Obligations. The Corporation has no reason to believe that the
transactions contemplated by the Acquisition Agreements will not be consummated on the terms described therein prior to March 31, 2002. 


        (c)  Except
for employment and consulting agreements described in the reports that the Company files pursuant to the Securities Exchange Act of 1934, as amended
(collectively, the "34 Act Reports") and for agreements and arrangements relating to the Option Shares and benefit plans in which all employees of the Company may participate and except as provided in  Schedule 5.6(c)
attached hereto, this Agreement, the Warrants and the Investor Rights Agreement, there are no agreements, understandings or
proposed transactions between the Corporation and any of its officers, directors or other "affiliates" (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended (the
"Securities Act")), and there are no transactions between any of such persons and the Corporation of a type required to be disclosed under Rule 404 promulgated under the Securities Act that
have not been so disclosed. 


        (d)  The
Corporation does not have any collective bargaining agreements covering any of its employees or any employee benefit plans, other than the Stock Option Plan or any
other plan described on Schedule 5.6(d). 


        (e)  The
Corporation is not in violation of or default under any provision of its By-Laws or Certificate of Incorporation, or any contract, instrument, judgment,
order, writ or decree to which it is a party or by which it or any of its properties are bound which violation or default, individually or in the aggregate, would have a Material Adverse Effect and
the Corporation is not in violation of any provision of any federal or state statute, rule or regulation applicable to the Corporation which violation would, individually or in the aggregate, have a
Material Adverse Effect. 


        (f)    (i)
Included in the Company's 34 Act Reports and attached hereto as Schedule 5.6(f-1) is the Balance
Sheet dated September 30, 2001 (the "Balance Sheet") and Statements of Operation, Stockholders' Equity and Cash Flows for the nine months then ended (collectively, the "Financial Statements").
The Financial Statements are complete and correct, are in accordance with the books and records of the Corporation and present fairly the financial condition and results of operation of the
Corporation, as at the dates and for the periods indicated, and have been prepared in accordance with generally accepted accounting principles consistently applied, except that the Financial
Statements may not be in accordance with generally accepted accounting principles because of the absence of footnotes normally contained therein and are subject to normal year-end audit
adjustments. Specifically, but not by way of limitation, the Balance Sheet discloses all of the Corporation's material debts, liabilities and 


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obligations of any nature, whether due or to become due, as of their respective dates (including, without limitation, absolute liabilities, accrued liabilities, and contingent liabilities) to the
extent such debts, liabilities and obligations are required to be disclosed in accordance with generally accepted accounting principles. 



        (ii)  The
financial projections provided to Investors by the Corporation and attached hereto as Schedule 5.6(f-2)  were prepared by management of the Corporation in good faith, represent their best estimate
of the Corporation's expected performance and are based on assumptions believed by
them to be reasonable at the time given, provided that no representation is made as to whether such projections will be achieved. 


        (iii)  Except
as set forth on Schedule 5.6(f-3), since the date of the Balance Sheet and other than as set
forth in the Company's filings with the SEC, there has not been: 



        (a)  any
damage, destruction or loss to any property of the Corporation, whether or not covered by insurance, that has had or will have a Material Adverse Effect; 



        (b)  any
waiver by the Corporation of a material valuable right or of a material debt owed to it except for items fully reserved for on the Balance Sheet; 


        (c)  any
satisfaction or discharge of any lien, claim or encumbrance or payment of any obligation by the Corporation, except such a satisfaction, discharge or payment made in
the ordinary course of business that is not material to the assets, properties, financial condition, operating results, business or prospects of the Corporation; 


        (d)  any
material change or amendment to a material contract or arrangement by which the Corporation or any of its assets or properties is bound or subject; 



        (e)  any
material change in any compensation arrangement or agreement with any present or prospective employee, contractor or director of the Corporation other than as set
forth on Schedule 5.6(c); 


        (f)    any
loan to any officer, director or shareholder of the Corporation, other than advances in the ordinary course of business or as related to the Vertecon acquisition and
as set forth in the agreements related thereto; 


        (g)  any
debt, obligation or liability incurred, assumed or guaranteed by the Corporation, except for those that are immaterial in amount and for current liabilities incurred
in the ordinary course of business; 


        (h)  to
the Corporation's knowledge, any other event or condition of any character which would have Material Adverse Effect; or 


        (i)    any
agreement by the Corporation to do any of the foregoing. 




        (iv)  The
Corporation has no material liabilities, contingent, accrued, unaccrued, known, unknown or otherwise, that were not reflected in the Balance Sheet, except for
liabilities incurred after the date thereof in the ordinary course of business that would not have Material Adverse Effect. 




        5.7    Payment of Taxes.    Neither the Corporation, nor any entity to whose liabilities the Corporation has
succeeded, has filed or been included in a consolidated, unitary, or combined tax return with another person. Except as set forth on  Schedule 5.7, the Corporation represents and warrants that:
(a) the Corporation has filed all tax returns and reports required to have
been filed by or for it; (b) all material information set forth in such returns or reports is accurate and complete; (c) the Corporation has paid or made adequate provision for all
taxes, additions to tax, penalties, and interest payable by the Corporation; (d) no material unpaid tax deficiency has been asserted against or 


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with respect to the Corporation by any taxing authority, and the Corporation has not received written notice of any such assertion; (e) the Corporation has collected or withheld all amount
required to be collected or withheld by it for any taxes, and to the extent required by law, all such amounts have been paid to the appropriate governmental agencies or set aside in appropriate
accounts for future payment when due; (f) the Corporation is in compliance with, and its records contain all information and documents necessary to comply with, all applicable information
reporting and tax withholding requirements; (g) the Balance Sheet fully and properly reflects, as of the date thereof, the liabilities of the Corporation for all material accrued taxes,
additions to tax, penalties, and interest; (h) for periods ending after the Balance Sheet Date, the books and records of the Corporation fully and properly reflect its liability for all accrued
taxes, additions to tax, penalties, and interest; (i) the Corporation has not granted, nor is it subject to, any waiver of the period of limitations of the assessment of tax for any currently
open taxable period; (j) the Corporation has not made or entered into, and holds no asset subject to, a consent filed pursuant to Section 341(f) of the U.S. Internal Revenue Code of
1986, as amended (the "Code") and the regulations thereunder or a "safe harbor lease" subject to former Section 168(f)(8) of the Internal Revenue
Code of 1954, as amended before the Tax Reform Act of 1986, and the regulations thereunder; (k) the Corporation is not required to include in income any amount for an adjustment pursuant to
Section 481 of the Code or the regulations thereunder; and (l) the Corporation is not a party, or obligated under, any agreement or other arrangement providing for the payment of any
amount that would be an "excess parachute payment" under Section 280G of the Code. The Corporation has not elected pursuant to the Code, to be treated as an "S" corporation or a collapsible
corporation pursuant to Section 341(f) or Section 1362(a) of the Code, nor has it made any other elections pursuant to the Code (other than elections which relate solely to matters of
accounting, depreciation or amortization) which would have a material effect on the Corporation, its financial condition, its business as presently conducted or presently proposed to be conducted or
any of its properties or material assets. 


        5.8    Intellectual Property Rights and Related Employee Matters.    (i) All patents, patent rights, patent
applications, registered trademarks and service marks, trademark rights, trademark applications, trade names, registered copyrights, domain names and all licenses owned or possessed by the Corporation
are listed on Schedule 5.8 attached hereto (collectively, the "Listed Rights"). To the best of the Corporation's knowledge and belief, except as
set forth on Schedule 5.8, the Listed Rights comprise all of the patents, patent rights, patent applications, registered trademarks and service
marks, trademark rights, trademark applications, trade names, registered copyrights, domain names and all licenses that are necessary for the conduct of the business of the Corporation as now being
conducted. Except as set forth on Schedule 5.8, to the best of the Corporation's knowledge and belief, the Corporation owns and possesses all of
the proprietary rights and trade secrets not included in the Listed Rights (hereinafter collectively referred to as "Intellectual Property") necessary for the Corporation's business as now being
conducted. "The Listed Rights and Intellectual Property are valid and enforceable rights and do not infringe or conflict with the rights of any third party. There is neither pending nor threatened,
or, to the best of the Corporation's knowledge and belief, any basis for, any claim or litigation against the Corporation contesting the validity or right to use any of the Listed Rights or
Intellectual Property, and the Corporation has not received any notice of infringement upon or conflict with any asserted right of others nor, to the best of the Corporation's knowledge and belief, is
there a basis for such a notice. To the best of the Corporation's knowledge and belief, no person, corporation or other entity is infringing the Corporation's rights to the Listed Rights or
Intellectual Property. Except as otherwise provided in Schedule 5.8, the Corporation has no obligation to compensate others for the use of any
Listed Right or any Intellectual Property, nor has the Corporation granted any license or other right to use, in any manner, any of the Listed Rights or Intellectual Property, whether or not requiring
the payment of royalties. 


        (ii)  The
Corporation is not aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement,
or subject to any 


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judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Corporation or that would conflict with the Corporation's business as currently
conducted or proposed to be conducted. Neither the execution nor delivery of this Agreement, nor the carrying on of the Corporation's business by the employees of the Corporation, nor the conduct of
the Corporation's business as currently conducted or proposed to be conducted, will, to the Corporation's knowledge, conflict with or result in a breach of the terms, conditions or provisions of, or
constitute a default under, any contract, covenant or instrument under which any employee is now obligated. The Corporation does not believe it is or will be necessary to utilize any inventions, trade
secrets or proprietary information of any of its employees made prior to their employment by the Corporation, except for inventions, trade secrets or proprietary information that have been assigned to
the Corporation. 


        (iii)  Except
as otherwise provided for in his or her employment agreement, each officer of the Corporation is currently devoting substantially all of his or her business
time to the conduct of the business of the Corporation. No officer or key employee of the Corporation is planning to work less than full time at the Corporation in the future. To the best of the
Corporation's knowledge and belief, no officer or key employee is currently working or plans to work for a competitive enterprise, whether or not such officer or key employee is or will be compensated
by such enterprise. 


        5.9    Securities Laws.    Neither the Corporation nor anyone acting on its behalf has offered securities of the
Corporation for sale to, or solicited any offers to buy the same from, or sold securities of the Corporation to, any person or organization, in any case so as to subject the Corporation, its
promoters, directors and/or officers to any liability under the Securities Act, the Securities and Exchange Act of 1934, as amended, or any state securities or "blue sky" law and the rules and
regulations promulgated thereunder (collectively, the "Securities Laws"). The offer, grant, sale and/or issuance of the following were not, are not, or, as the case may be, will not be, in violation
of the Securities Laws when offered, sold and issued in accordance with this Agreement: 



        (a)  the
Preferred Shares, as contemplated by this Agreement and the Exhibits and Schedules hereto; 


        (b)  the
Warrants, as contemplated by the terms thereof and this Agreement and the Exhibits and Schedules hereto; and 



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        (c)  the
Common Stock issuable upon the conversion of the Preferred Shares and the exercise of the Warrants. 




        5.10    Title to Properties.    Except as provided on Schedule 5.10  attached hereto, the Corporation has good, legal and
merchantable title to all of its assets, including all properties and assets reflected on the Balance Sheet, free and clear
of all liens, restrictions or encumbrances, except those assets disposed of since the date of the Balance Sheet in the ordinary course of business. All machinery and equipment included in such assets
that are material to the business of the Corporation are in good condition and repair, and each lease of real or personal property to which the Corporation is a party (each, a "Lease" and
collectively, the "Leases") is fully effective, affords the Corporation peaceful and undisturbed possession of the subject matter of the lease. Each Lease constitutes a valid and binding obligation
of, and is enforceable in accordance with its terms against, the respective parties thereto. The Corporation has in all respects performed the obligations required to be performed by it to date under
each lease and is not in default thereunder in any respect, and there has not occurred any event which (whether with or without the passage of time or the giving of notice) would constitute such a
default under any lease. The Corporation does not own any real property. 


        5.11    Investments in Other Persons.    Except as indicated in  Schedule 5.11 attached hereto, (a) the Corporation has not
made any material loan or advance to any person or entity which is outstanding
on the date hereof, nor is it committed or obligated to make any such loan or advance, and (b) the Corporation has never owned or controlled and does not currently own or control, directly or
indirectly, any subsidiaries and has never owned or controlled and does not currently own or control any capital stock or other ownership interest, directly or indirectly, in any corporation,
association, partnership, trust, joint venture or other entity. 


        5.12    ERISA.    Except as set forth on Schedule 5.12, the
Corporation has not made and is not obligated to make contributions to any pension, defined benefit or defined contribution plans for its employees which are subject to the Federal Employee Retirement
Income Security Act of 1974, as amended. 


        5.13    Use of Proceeds.    The net proceeds received by the Corporation from the sale of the Preferred Shares is
currently intended to be used by the Corporation generally for the purposes set forth in Schedule 5.13 attached hereto. 


        5.14    Permits and Other Rights; Compliance with Laws.    The Corporation has all material franchises, permits,
licenses and other rights and privileges necessary to permit it to own its properties and to
conduct its business as presently conducted. The Corporation is in compliance under each, and the transactions contemplated by this Agreement will not cause a violation under any of such franchises,
permits, licenses and other rights and privileges. The Corporation is in compliance in all respects with all laws and governmental rules and regulations applicable to its businesses, properties and
assets, and to the products and services sold by it, including, without limitation, all such rules, laws and regulations relating to fair employment practices and public or employee safety, except for
such failures to so comply, individually or in the aggregate, as would not result in a Material Adverse Effect. 



        5.15    Insurance.    The Company has in full force and effect fire and casualty insurance policies, with extend
coverage, sufficient in amount (subject to reasonable deductibles) to allow it to replace any of its properties that might be damaged or destroyed. Schedule 5.15  attached hereto lists all insurance
policies carried by the Corporation covering its properties and business. The Corporation is not in default with respect to its obligations
under any insurance policy maintained by it. 


        5.16    Board of Directors.    Except as provided in Schedule 5.16  attached hereto, the Corporation has not extended any offer
or promise or entered into any agreement, arrangement, understanding or otherwise, whether written or oral, with any
person or entity by which the Corporation has agreed to allow such person or entity to participate, in any way, in the affairs of the Board of Directors of the 


9





 




Corporation, including without limitation, appointment or nomination as a member, or right to appear at, or receive the minutes of, a meeting of the Board of Directors of the Corporation. 


        5.17    Environmental Matters.    



        (a)  The
Corporation has not used, generated, manufactured, refined, treated, transported, stored, handled, disposed, transferred, produced, processed or released (together
defined as "Release") any Hazardous Materials (as hereinafter defined) in any manner or by any means in violation of any Environmental Laws (as hereinafter defined). Except as described or
Schedule 5.17(a) attached hereto, to the best of the Corporation's knowledge and belief, the Corporation has not Released any Hazardous Material or other pollutant or effluent into, on or from
the Property in a way which can pose a risk to human health or the environment, nor is there a threat of such Release. As used herein, the term "Property" shall include, without limitation, land,
buildings and other facilities owned or leased by the Corporation or as to which the Corporation now has any duties, responsibilities (for clean-up, remedy or otherwise) or liabilities
under any Environmental Laws, or as to which the Corporation or any subsidiary of the Corporation may have such duties, responsibilities or liabilities because of past acts or omissions of the
Corporation or any such subsidiary or their predecessors, or because the Corporation or any such subsidiary or their predecessors in the past was such an owner or operator of, or bore some other
relationship with, such land, buildings and/or facilities. The term "Hazardous Materials" shall include, without limitation, any flammable explosives, petroleum products, petroleum byproducts,
radioactive materials, hazardous wastes, hazardous substances, toxic substances or related materials as defined by the Environmental Laws. 


        (b)  No
notice of lien under any Environmental Laws has been filed against any Property of the Corporation. 



        Section 5.19.    SEC Reports.    The Corporation has made available to the Investors its registration
statement, and all amendments and exhibits thereto, filed with the SEC in connection with its initial public offering, and each other report, registration statement, proxy statement or information
statement, including, without limitation the 34 Act Reports, filed by it with the SEC under the Securities Laws since the effective date of that registration statement (the "Corporation Reports"). The
Corporation has timely filed all such documents required to be filed by it with the SEC under the Securities Laws and, as of their respective dates, the Corporation Reports (i) complied as to
form in all material respects with the applicable requirements of the Securities Laws and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements made therein not misleading in light of the circumstances under which such statements were made. Except as set forth on  Schedule 5.19 and to
the best of the Corporation's knowledge, none of the Corporation Reports currently is the subject of any review or
investigation by the SEC or any other government authority and there is no currently unresolved violation asserted by the SEC or any government authority with respect to any of the Corporation
Reports. 


        5.20    Listing.    The Corporation's Common Stock is included in The Nasdaq SmallCap Market. The Company is in
compliance with the terms of its listing agreement with The Nasdaq Stock Market, Inc. ("Nasdaq"), the Nasdaq Marketplace Rules and and Nasdaq's standards for continued listing and has complied
or will timely comply with such agreement and such Rules and standards in connection with the transactions contemplated by this Agreement. No proceeding is pending or, to the best of the Corporation's
knowledge, threatened relating to any unresolved violation of any of such items or delisting of the Corporation's Common Stock and the Corporation has no reason to believe that its Common Stock will
not continue to be so listed. 


        5.21    Full Disclosure.    The Corporation has provided Investors with all information requested by Investors in
connection with their decision to purchase the Preferred Shares and Warrants,. Neither this Agreement, the Schedules hereto, the related agreements nor any other document delivered by the 


10





 




Corporation to Investors or their attorneys or agents in connection herewith or therewith or with the transactions contemplated hereby or thereby, contain any untrue statement of a material fact. As
used in this Section 5, the term "to the best of the Corporation's knowledge and belief" shall mean and include, (a) with respect to matters relating directly to the Corporation and its
operations, actual knowledge of the Corporation's executive officers or that knowledge which a prudent business person reasonably would have discovered in the management of his or her business affairs
after making reasonable inquiry and exercising due diligence with respect thereto, and (b) with respect to all other events or conditions, actual knowledge of the Corporation's executive
officers. 


        SECTION
6.    Representations and Warranties of the Investors to the Corporation.    



        Each
of the Investors, as to itself, severally and not jointly, represents and warrants to the Corporation as follows: 



        (a)  It
is acquiring the Preferred Shares and Warrants and, in the event it should acquire Reserved Shares upon conversion of the Preferred Shares or exercise of the
Warrants, it will be acquiring such Reserved Shares, for its own account, for investment and not with a view to the distribution thereof within the meaning of the Securities Act. 


        (b)  It
is an "accredited investor" as such term is defined in Rule 501(a) promulgated under the Securities Act. 



        (c)  It
agrees that the Corporation may place a legend on the certificates delivered hereunder stating that the Preferred Shares and any Reserved Shares have not been
registered under the Securities Act, and, therefore, cannot be offered, sold or transferred unless they are registered under the Securities Act or an exemption from such registration is available. 


        (d)  The
execution, delivery and performance by it of this Agreement have been duly authorized by all requisite action of it. 


        (e)  It
further understands that the exemptions from registration afforded by Rule 144 and Rule 144A (the provisions of which are known to it) promulgated under
the Securities Act depend on the satisfaction of various conditions, and that, if applicable, Rule 144 may afford the basis for sales only in limited amounts. 


        (f)    It
has such knowledge and experience in business and financial matters and with respect to investments in securities of "small cap" companies so as to enable it to
understand and evaluate the risks of its investment in the Preferred Shares and Warrants and form an investment decision with respect thereto. It has been afforded the opportunity during the course of
negotiating the transactions contemplated by this Agreement to ask questions of, and to secure such information from, the Corporation and its officers and directors as it deems necessary to evaluate
the merits of entering into such transactions. With respect to any projections submitted to the Investors by the Corporation, the Investors acknowledge that the projections contain forward looking
statements involving risk and uncertainties and are only the best estimates of the Corporation's management of the expected performance of the business, but projections are speculative in nature and
the assumptions on which they are based can and will change. 


        (g)  If
it is a natural person, it has the power and authority to enter into this Agreement. If it is not a natural person, it is duly organized and validly existing and has
the power and authority to enter into this Agreement. Any Investor which is a corporation, partnership or trust represents that it has not
been organized, reorganized or recapitalized specifically for the purpose of acquiring the securities of the Corporation. 


        (h)  It
has adequate net worth and means of providing for its current needs and personal contingencies to sustain a complete loss of its investment in the Corporation. 



11





 





        SECTION
7.    Closing Conditions.    


        7.1    Conditions Precedent to the Closing.    The several obligations of the Investors to purchase and pay for the
Preferred Shares and Warrants at the Closing are subject to the satisfaction of the following conditions precedent: 



        (a)  All
proceedings to have been taken and all waivers and consents to be obtained in connection with the transactions contemplated by this Agreement shall have been taken
or obtained, and all documents incidental thereto shall be satisfactory to each Investor and its counsel, and each Investor and its counsel shall have received copies (executed or certified, as may be
appropriate) of all documents which such Investor or its counsel may reasonably have requested in connection with such transactions. 


        (b)  All
legal matters incident to the purchase of the Preferred Shares shall be satisfactory to each Investor's counsel, and the Investors shall have received from
McCarter & English, counsel for the Corporation, such firm's opinion addressed to the Investors and dated the date of the Closing in the form attached hereto as  Exhibit D.



        (c)  All
consents, permits, approvals, qualifications and/or registrations required to be obtained or effected under any applicable securities or "Blue Sky" laws of any
jurisdiction shall have been obtained or effected. 


        (d)  The
representations and warranties of the Corporation contained herein shall be true and correct on and as of the date of such Closing with the same force and effect as
though such representations and warranties had been made on and as of such date. 


        (e)  A
duly executed Certificate of Designation shall have been filed with and accepted by the Secretary of State of Delaware. 



        (f)    The
Corporation shall have delivered to the Investors a certificate or certificates, dated the Closing Date, of the Secretary of the Corporation certifying as to
(i) the resolutions of the Corporation's Board of Directors approving the issuance to the Investors of the Preferred Shares and Warrants, the execution and delivery of such other documents and
instruments as may be required by this Agreement, and the consummation of the transactions contemplated hereby, and certifying that such resolutions were duly adopted and have not been rescinded or
amended as of said date, and (ii) the name and the signature of the officers of the Corporation authorized to sign, as appropriate, this Agreement and the other documents and certificates to be
delivered pursuant to this Agreement by either the Corporation or any of its officers. 



        (g)  The
Corporation shall have delivered to the Investors a certificate or certificates, dated the Closing Date, of the President of the Corporation certifying as to the
accuracy of the representations and warranties made by the Corporation pursuant to this Agreement. 


        (h)  The
Corporation shall have duly executed and delivered an Investors Rights Agreement in the form attached hereto as  Exhibit C. 


        (i)    The
Investors shall have received duly executed Voting Agreements, in the form attached hereto as Exhibit E, from
the holders of such number of shares of the Corporation's Common Stock as would comprise a majority of the shares of Common Stock to be outstanding on the record date for meeting of the Corporation's
shareholders at which the transactions contemplated by this Agreement will be presented for approval. 


        (j)    The
gross proceeds from the sale of the Preferred Shares to be received by the Corporation at the Closing shall be at least $1,500,000. 


        (k)  John
T. McDonald and Sam Fatigato shall have purchased 100,000 and 50,000 Preferred Shares pursuant to this Agreement. 



12





 




        (l)    With
respect to the obligations of WWC Capital Fund, LP shall have received from its partners pursuant to a capital call made in accordance with its organizational
documents, all funds necessary to purchase the Shares. 




        7.2    Conditions to Obligations of the Corporation.    It shall be a condition precedent to the obligations of the
Corporation hereunder to be performed at the Closing as the case may be, as to each Investor severally, but not jointly, that (i) the representations and warranties contained herein of each of
the Investors hereunder shall be true and correct as of the date of the Closing with the same force and effect as though such representations and warranties had been made on and as of such date, and
(ii) each Investor shall have delivered payment of the purchase price as set forth in Section 3 and Schedule 1. 



        SECTION
8.    Expenses and Fees.    


        The
Corporation agrees to pay, in connection with the preparation, execution, delivery, filing, administration, modification and amendment of this Agreement, the Certificate of
Designation, the Warrants, the Investor Rights Agreement and the other documents to be delivered under this Agreement, all costs and expenses not to exceed $12,500 incurred by the Investors in
connection therewith, including the fees and out-of-pocket expenses of counsel for the Investors with respect thereto and with respect to advising the Investors as to their
rights and responsibilities under this Agreement, the Certificate of Designation, the Warrants and the Investor Rights Agreement, as modified from time to time. The Corporation further agrees that it
will pay, and hold each of the Investors harmless from, any and all liability with respect to any stamp or similar taxes which may be determined to be payable in connection with the execution and
delivery of this Agreement or any modification, amendment or alteration of the terms or provisions of this Agreement and that it will similarly pay, and hold each of the Investors harmless from, all
issue taxes in respect of the issuance of the Preferred Shares and/or Reserved Shares to each of the Investors. 


        SECTION
9.    Brokers or Finders.    


        The
Corporation represents and warrants to each of the Investors, and each of the Investors, as to itself, represents and warrants to the Corporation that, other than as listed on
Schedule 9, no person or entity has or will have, as a result of the transactions contemplated by this Agreement, any right, interest or valid claim against or upon the Corporation or the
Investors for any commission, fee or other compensation as a finder or broker because of any act or omission by the Corporation or the Investors or by any agent of the Corporation or the Investors. 


        SECTION
10.    Exchanges; Lost, Stolen or Mutilated Certificates.    


        Upon
surrender by any Investor to the Corporation of Preferred Shares or Reserved Shares purchased or acquired by such Investor hereunder, the Corporation, at its expense, will issue in
exchange therefor, and deliver to such Investor, a new certificate or certificates representing such shares in such denominations as may be requested by such Investor. Upon receipt of evidence
satisfactory to the Corporation of the loss, theft, destruction or mutilation of any certificate representing any shares of Common Stock or Preferred Stock purchased or acquired by any Investor
hereunder and, in case of any such loss, theft or destruction, upon delivery of any indemnity agreement satisfactory to the
Corporation, or in case of any such mutilation, upon surrender and cancellation of such certificate, the Corporation, at its expense, will issue and deliver to such Investor a new certificate for such
shares of Common Stock or Preferred Stock, as applicable, of like tenor, in lieu of such lost, stolen or mutilated certificate. 



        SECTION
11.    Survival of Representations and Warranties.    


        The
representations and warranties set forth in Sections 5 and 6 hereof shall survive the Closing. 


13





 



        SECTION
12.    Remedies.    



        In
case any one or more of the covenants and/or agreements set forth in this Agreement shall have been breached by any party hereto, the party or parties entitled to the benefit of such
covenants or agreements may proceed to protect and enforce their rights either by suit in equity and/or action at law, including, but not limited to, an action for damages as a result of any such
breach and/or an action for specific performance of any such covenant or agreement contained in this Agreement. The rights, powers and remedies of the parties under this Agreement are cumulative and
not exclusive of any other right, power or remedy which such parties may have under any other agreement or law. No single or partial assertion or exercise of any right, power or remedy of a party
hereunder shall preclude any other or further assertion or exercise thereof. 


        SECTION
13.    Successors and Assigns.    


        Except
as otherwise expressly provided herein, this Agreement shall bind and inure to the benefit of the Corporation and each of the Investors and the respective permitted successors and
assigns of each of the Investors and the permitted successors and assigns of the Corporation. 


        SECTION
14.    Entire Agreement.    



        This
Agreement, together with the other writings referred to herein or delivered pursuant hereto which form a part hereof, contains the entire agreement among the parties with
respect to the subject matter hereof and amends, restates and supersedes all prior and contemporaneous arrangements or understandings, whether written or oral, with respect thereto. 


        SECTION
15.    Notices.    


        All
notices, requests, consents and other communications hereunder to any party shall be deemed to be sufficient if contained in a written instrument delivered in person or duly sent by
first class registered, certified or overnight mail, postage prepaid, or telecopied with a confirmation copy by regular mail, addressed or telecopied, as the case may be, to such party at the address
or telecopier number, as the case may be, set forth below or such other address or telecopier number, as the case may be, as may hereafter be designated in writing by the addressee to the addressor
listing all parties: 



	(i)
	if
to the Corporation, to: 





Perficient, Inc.

7600-B North Capital of Texas Highway

Suite 340

Austin, Texas 78731

Attention: John T. McDonald, Chief Executive Officer

Telecopier: (512) 531-6100 


with
a copy to: 


McCarter &
English, LLP

Four Gateway Center

100 Mulberry Street

Newark, New Jersey 07102-4096

Attention: Jeffrey A. Baumel Esq.

Telecopier: (973) 624-7070 




14





 



	(ii)
	if
to Investors, at the respective addresses set forth on Schedule 1. 



with
a copy to: 


Hunton &
Williams

951 East Byrd Street

Richmond, Virginia 23219

Attention: Randall S. Parks 


Telecopier:
(804) 788-8218 





        All
such notices, requests, consents and other communications shall be deemed to have been received: (a) in the case of personal delivery, on the date of such delivery;
(b) in the case of mailing, on the third business day following the date of such mailing; (c) in the case of overnight mail, on the first business day following the date of such mailing;
and (d) in the case of facsimile transmission, when confirmed by facsimile machine report. 


        SECTION
16.    Changes.    


        The
terms and provisions of this Agreement may not be modified or amended, or any of the provisions hereof waived, temporarily or permanently, except pursuant to a writing executed by a
duly authorized representative of the Corporation and a majority in voting power of the outstanding Preferred Shares and/or Reserved Shares with each such holder entitled to the number of votes for
each such Preferred Share that equals the number of shares of Common Stock (including fractional shares) into which each such Preferred Share is then convertible, rounded up to the nearest
one-tenth of a share. 


        SECTION
17.    Counterparts.    


        This
Agreement may be executed in any number of counterparts, and each such counterpart shall be deemed to be an original instrument, but all such counterparts together shall constitute
but one agreement. 


        SECTION
18.    Headings.    



        The
headings of the various sections of this Agreement have been inserted for convenience of reference only and shall not be deemed to be a part of this Agreement. 


        SECTION
19.    Nouns and Pronouns.    


        Whenever
the context may require, any pronouns used herein shall include the corresponding masculine, feminine or neuter forms, and the singular form of names and pronouns shall include
the plural and vice-versa. 


        SECTION
20.    Severability.    



        Any
provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in
any other jurisdiction. 


        SECTION
21.    Governing Law.    



        This
Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, excluding choice of laws rules thereof. 


[Remainder
of the Page Intentionally Blank] 


15





 

        IN WITNESS WHEREOF, the parties hereto have executed this Convertible Preferred Stock Purchase Agreement as of the date first above
written. 



	 	 	PERFICIENT, INC.
	

 	
 	

By:	
 	

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

 	
 	
INVESTORS:
	

 	
 	

WWC Capital Fund, L.P.
	

 	
 	

By:	
 	

/s/ WWC Capital Fund, L.P.
 Name:

Title:
	

 	
 	

Watershed-Perficient, LLC
	

 	
 	

By:	
 	

/s/ Watershed-Perficient, LLC
 Name:

Title:
	

 	
 	


	

 	
 	


	

 	
 	


	

 	
 	


	

 	
 	


	

 	
 	


	

 	
 	






16





 
Schedule 1  



	Investor
 
	 	Number of Shares of

Series A Preferred Stock

	Daniel Hilliard	 	20,000
	Hilliard Limited Partnership	 	10,000
	Daniel Hilliard TTEE Flint Trust Amended 6/19/98 UA DTD 12/20/97 FBO Wallace J Hilliard	 	100,000
	Julie A. Maccoux & Neal J. Maccoux JT TEN	 	12,000
	Andrew Hilliard	 	20,000
	Hilliard Family Foundation Inc.	 	12,000
	Daniel Hilliard TTEE Wallace J. Hilliard Irrevocable Trust UA DTD 10/25/99	 	5,000
	Paul Hilliard	 	10,000
	Chris Cline	 	10,000
	Richard Chernick	 	5,000
	Frederick Seipp	 	5,000
	Watershed-Perficient, LLC	 	625,000
	WWC Capital Fund, L.P.	 	600,000
	Samuel J. Fatigato	 	50,000
	John T. McDonald	 	100,000
	Eric Simone	 	50,000
	Jalak Investments BV	 	250,000




17