exhibit10_1consent.htm


    
      

      

    


    EXHIBIT
10.1

    


    CONSENT

    TO

    AMENDED
AND RESTATED LOAN AND SECURITY AGREEMENT

     

    This
CONSENT to Amended and
Restated Loan and Security Agreement (this “Consent”) is entered into
this 7th day of March, 2008, by and between SILICON VALLEY BANK (“SVB”), in
its capacity as Agent (“Agent”) and as a lender, KEYBANK NATIONAL ASSOCIATION
(“Key”; and collectively with SVB, the “Lenders”) and PERFICIENT, INC.
(“Parent”), PERFICIENT CANADA CORP., PERFICIENT IPATH, INC., PERFICIENT VIVARE,
INC., PERFICIENT BAY STREET, LLC and PERFICIENT INSOLEXEN, LLC (collectively
with Parent, the “Borrowers” and each, individually, a “Borrower”).

     

    Recitals

     

    A.           Lenders
and Borrowers have entered into that certain Amended and Restated Loan and
Security Agreement dated as of June 3, 2005, as amended by that certain
Amendment to Amended and Restated Loan and Security Agreement by and between
Lenders and Borrowers dated as of June 29, 2006 (as the same may from time to
time be further amended, modified, supplemented or restated, the “Loan
Agreement”).  Lenders have extended credit to Borrowers for the
purposes permitted in the Loan Agreement.

     

    B.           Parent
continually considers options for uses of its available cash.  One
option that Parent could consider is a program to repurchase outstanding shares
of its common stock, par value $0.001 per share (the “Common
Stock”).

     

    C.           Under
the terms of the Loan Agreement, Parent would be prohibited from implementing a
program to repurchase outstanding shares of its Common Stock.

     

    D.           To
provide Parent with additional flexibility in evaluating uses of its available
cash, Parent has requested that Lenders consent to Parent implementing a program
to repurchase from time to time, in one or more transactions, an aggregate of up
to $10,000,000 of outstanding shares of common stock, par value $0.001 per
share, of Parent pursuant to open-market purchases (the “Share Repurchase”) no
later than September 30, 2009 (the “Share Repurchase Closing Date”), if and when
Parent’s Board of Directors were to approve the Share Repurchase.

     

    E.           The
parties understand that Parent’s Board of Directors may not approve a Share
Repurchase.

     

    F.           Lenders
have agreed to so consent to the Share Repurchase, but only to the extent, in
accordance with the terms, subject to the conditions and in reliance upon the
representations and warranties set forth below.

     

    Agreement

     

    Now,
Therefore, in consideration of the foregoing recitals and other good and
valuable consideration, the receipt and adequacy of which is hereby
acknowledged, and

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    intending
to be legally bound, the parties hereto agree as follows:

     

    1.           Definitions.  Capitalized terms
used but not defined in this Consent shall have the meanings given to them in
the Loan Agreement.

     

    2.           Consent.  Subject to the
terms of Section 6 below, Lenders hereby consent to the Share Repurchase and
agree that the Share Repurchase (a) shall be considered a Permitted Investment
and (b) shall not, in and of itself, constitute an “Event of Default” under
Section 7.6 of the Loan Agreement.

     

    3.           Representations and
Warranties.  To induce Lenders to enter into this Consent,
Borrowers hereby represent and warrant to Lenders as follows:

     

    3.1           Immediately
after giving effect to this Consent (a) the representations and warranties
contained in the Loan Documents are true, accurate and complete in all material
respects as of the date hereof (except to the extent such representations and
warranties relate to an earlier date, in which case they are true and correct as
of such date), and (b) no Event of Default has occurred and is
continuing;

     

    3.2           Borrowers
have the power and due authority to execute and deliver this Consent;
and

     

    3.3           The
organizational documents of Borrowers delivered to Lenders on the Effective Date
remain true, accurate and complete and have not been amended, supplemented or
restated and are and continue to be in full force and effect.

     

    4.           Prior
Agreement.  The Loan Documents are hereby ratified and
reaffirmed and shall remain in full force and effect.  This Consent is
not a novation and the terms and conditions of this Consent shall be in addition
to and supplemental to all terms and conditions set forth in the Loan
Documents.  In the event of any conflict or inconsistency between this
Consent and the terms of such documents, the terms of this Consent shall be
controlling, but such document shall not otherwise be affected or the rights
therein impaired.

     

    5.           Counterparts.  This
Consent may be executed in any number of counterparts and all of such
counterparts taken together shall be deemed to constitute one and the same
instrument.

     

    6.           Effectiveness.  This
Consent shall be deemed effective upon (a) the due execution and delivery to
Lenders of this Consent by each party hereto, and (b) such other and further
documents as Agent or any Lender shall reasonably request.

     

    7.           Governing Law.  This
Consent and the rights and obligations of the parties hereto shall be governed
by and construed in accordance with the laws of the State of Texas.

     

    [Signature
page follows.]


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    In Witness
Whereof, the parties hereto have caused this Consent to be duly
executed and delivered as of the date first written above.

    


    
      	
              LENDERS

               

              KEYBANK
      NATIONAL ASSOCIATION

               

              By:           /s/
      Thomas A. Crandell

              Title:        Senior
      Vice President

               

              50% of Committed Revolving
      Line;

              50% of Committed Term Loan
Line

               

               

              SILICON
      VALLEY BANK

               

              By:           /s/
      Phillip A. Wright

              Title:        Relationship
      Manager

               

              50% of Committed Revolving
      Line;

              50% of Committed Term Loan
Line

               

               

              AGENT

               

              SILICON
      VALLEY BANK

               

              By:           /s/
      Phillip A. Wright

              Title:        Relationship
      Manager

               

            	
              BORROWERS

               

              PERFICIENT,
      INC.

               

              By:           /s/
      Paul E. Martin

              Title:        Chief
      Financial Officer

               

               

              PERFICIENT
      CANADA CORP.

               

              By:           /s/
      Paul E. Martin

              Title:        Chief
      Financial Officer

               

               

              PERFICIENT
      IPATH, INC.

               

              By:           /s/
      Paul E. Martin

              Title:        Chief
      Financial Officer

               

               

              PERFICIENT
      VIVARE, INC.

               

              By:           /s/
      Paul E. Martin

              Title:        Chief
      Financial Officer

               

               

              PERFICIENT
      BAY STREET, LLC

               

              By:           /s/
      Paul E. Martin

              Title:        Chief
      Financial Officer

               

               

              PERFICIENT
      INSOLEXEN, LLC

               

              By:           /s/
      Paul E. Martin

              Title:        Chief
      Financial Officer

               

            
	 
      	 
      


    

    


    


    


    


    [Signature
Page to Consent to Amended and Restated Loan and Security Agreement]