escrowagmtboldtech.htm


    Exhibit
      10.1

     

    ESCROW
      AGREEMENT

    


    


    THIS
      ESCROW AGREEMENT (as the same may
      be amended or modified from time to time and including any and all written
      instructions given to “Escrow Agent” (hereinafter defined) pursuant hereto, this
“Escrow Agreement”) is made and entered into as of
      September 20, 2007, by and  among Perficient, Inc., a Delaware
      corporation (“Party A”), Kent Kasica as Representative
      of the holders (each a “Stockholder” and collectively,
      the “Stockholders”) of shares of common stock, par
      value $0.001 per share, of Perficient, Inc. (“Parent Common
      Stock”) set forth on Annex I hereto (“Party
      B,” and together with Party A, sometimes referred to collectively
      as the “Parties”), and JPMorgan Chase Bank, N.A. (the
“Escrow Agent”).

    


    WHEREAS,
      Party A and
      Party B are parties to that certain Agreement and Plan of Merger dated as of
      September 20, 2007 (the “Merger
      Agreement”).  Escrow Agent is not a party to, has not
      received and will not be responsible for the Merger Agreement.

    


    WHEREAS,
      in connection
      with the closing of the transactions contemplated by the Merger Agreement (the
      “Closing”), the Stockholders have agreed to deposit
      into escrow with the Escrow Agent one or more certificates in the name of the
      Stockholders evidencing in the aggregate 53,961 shares of Parent Common Stock
      (such shares referred to herein as the “Escrowed
      Shares”) and the sum of $1,873,800 (the “Escrowed
      Cash” and together with the Escrowed Shares, the
“Escrowed Deposit”) , to be held by the Escrow Agent
      pursuant to the terms and conditions set forth in this Agreement and the Merger
      Agreement pending the occurrence of certain events set forth herein and therein;
      and

    


    WHEREAS,
      the purpose
      of the Escrowed Deposit is to secure claims under Article IX of the Merger
      Agreement (“Indemnification Claims”); and

    


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

    


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

    


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

    


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

    


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

    


    4.           Authority
      of Party B.  Prior to the distribution of the Escrowed
      Deposit, if any, each of the Parties hereto agree that Party B shall have
      authority to settle all claims under this Agreement or the Merger Agreement
      on
      behalf of any Stockholder who is entitled to receive a part of the Escrowed
      Deposit, if any, upon the release and distribution from this
      escrow.

     

    5.           Deposit
      of Escrowed Shares and Investment of Escrowed Cash.

    


    (a)           Promptly
      following the date of this Escrow Agreement, Party A shall instruct Continental
      Stock Transfer & Trust Company (“Continental”) to
      deliver the Escrowed Shares and any stock powers received by Continental in
      connection with the Escrowed Shares to the Escrow Agent and Party A shall
      deliver the Escrowed


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Cash
      to
      the Escrow Agent.  The Escrowed Deposit shall constitute an escrow
      account (the “Escrow Account”) for the satisfaction of
      Indemnification Claims of the Parent Indemnified Persons under the Merger
      Agreement.  The Escrow Account shall not be subject to any lien,
      attachment, trustee process or any other judicial process of any creditor of
      any
      person, including any Party hereto.  The Escrow Agent agrees to accept
      delivery of the Escrowed Shares, the stock powers and the Escrowed Cash, and
      to
      hold the Escrowed Shares, the stock powers and the Escrowed Cash in an escrow
      account, subject to the terms and conditions of this Escrow
      Agreement.

    


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

    


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

    


    (d)           During
      the term of this Escrow Agreement, the Escrowed Cash may be invested by the
      Escrow Agent in (a) a JPMorgan Chase Bank, N.A. money market account, (b) a
      trust account with JPMorgan Chase Bank, N.A. or (c) a money market mutual fund
      (separately specified in writing), including without limitation a JPMorgan
      fund
      or any other mutual fund for which the Escrow Agent or any affiliate of the
      Escrow Agent serves as investment manager, administrator, shareholder servicing
      agent and/or custodian or subcustodian, notwithstanding that (i) the Escrow
      Agent or an affiliate of the Escrow Agent receives fees from such funds for
      services rendered, (ii) the Escrow Agent charges and collects fees for services
      rendered pursuant to this Escrow Agreement, which fees are separate from the
      fees received from such funds, and (iii) services performed for such funds
      and
      pursuant to this Escrow Agreement may at times duplicate those provided to
      such
      funds by the Escrow Agent or its affiliates; or such other investments as shall
      be directed in writing by the Parties and as shall be acceptable to the Escrow
      Agent.  Such written instructions, if any, referred to in the
      foregoing sentence shall specify the type and identity of the investments to
      be
      purchased and/or sold and will be executed through JPMorgan Asset Management
      (“JPMAM”), in the investment management division of JPMorgan
      Chase.  Unless otherwise instructed in writing by the Parties, Escrow
      Agent shall invest the Escrow Fund in selection (b) above.

    


    Subject
      to principles of best execution, transactions shall be effected on behalf of
      the
      Escrowed Deposit through broker-dealers selected by JPMAM.  In this
      regard, JPMAM seeks to attain the best overall result for the Escrow Fund,
      taking into consideration quality of service and reliability.  An
      agency fee will be assessed in connection with each transaction. The Escrow
      Agent shall have the right to liquidate any investments held in order to provide
      funds necessary to make required payments under this Escrow
      Agreement.  The Escrow Agent shall have no liability for any loss
      sustained as a result of any investment in an investment made pursuant to the
      terms of this contract or as a result of any liquidation of any investment
      prior
      to its maturity or for the failure of the parties to give the Escrow Agent
      instructions to invest or reinvest the Escrowed Deposit.  The Escrow
      Agent or any of its affiliates may receive compensation with respect to any
      investment directed hereunder.  Receipt, investment and reinvestment
      of the Escrowed Deposit shall be confirmed by Escrow Agent as soon as
      practicable by account statement, and any discrepancies in any such account
      statement shall be noted by parties to Escrow Agent within 30 calendar days
      after receipt thereof.  Failure to inform Escrow Agent in writing of
      any discrepancies in any such account statement within said 30-day period shall
      conclusively be deemed confirmation of such account statement in its
      entirety.

    


    6.           Release
      Date.  For purposes of this Agreement, the
“Release Date” shall be September 20,
      2008.

     

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

    


    
      
        
        

      

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

    


    (b)           Subject
      to the terms and conditions set forth in Section 9.04 of the Merger Agreement,
      if, at any time prior to 5:00 p.m. Central Time on September 20, 2008, Party
      A
      desires to make a claim against the Escrow Account with respect to any
      Indemnification Claim, then Party A shall, on or prior 5:00 p.m. Central Time
      on
      September 20, 2008, deliver a written claim notice (a “Claim
      Notice”) to Party B and to the Escrow Agent.  Such Claim
      Notice shall contain (i) a description and a good faith estimate of the amount
      of any Damages incurred or reasonably expected to be incurred by Party A (the
      “Claimed Amount”); (ii) a statement that Party A is
      entitled to indemnification under Article IX of the Merger Agreement for such
      Damages; and (iii) a demand for payment.  The number of Escrowed
      Shares, if any, to be released shall be determined in accordance with
Section7(d) below.

    


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

    


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

    


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

    


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

    


    (D)           If
      Party B delivers a Response Notice indicating that there is a Contested Amount,
      Party B and Party A shall attempt in good faith to resolve the dispute related
      to the Contested Amount.  If Party A and Party B shall resolve such
      dispute, such resolution shall be binding on Party B and Party A and any other
      Parent Indemnified Person and Securityholder Indemnitee, as applicable, and
      a
      settlement agreement shall be signed by Party A and Party B and sent to the
      Escrow Agent, who shall, upon receipt thereof, if applicable, release Escrowed
      Shares and Escrowed Cash from the Escrow Account in accordance with the specific
      instructions provided in such agreement, subject to Section 7(e).

    


    (E)           If
      Party B and Party A are unable to resolve the dispute relating to any Contested
      Amount within 45 days after the delivery of the Claim Notice, the settlement
      of
      such Contested Amount shall take place by a binding arbitration proceeding
      which
      shall take place in Austin, Texas, unless an alternative location is otherwise
      mutually agreed to by Party A and Party B, and be conducted by an arbitrator
      who
      has not been affiliated with or engaged by either party for a period of five
      years preceding the commencement of the arbitration proceeding, and the Escrow
      Agent shall continue to hold the Contested Amount until Escrow Agent receives
      either:  (i) a written notice signed by Party A and Party B, providing
      specific written instructions regarding the delivery of the Contested Amount,
      if
      any, to be released from the Escrow Account; or (ii) a final arbitration
      decision, in accordance with the following procedures, providing specific
      written instructions regarding the delivery of any or all


    
      
        
        

      

      
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    of
      such
      Contested Amount.  The Contested Amount shall be settled in accordance
      with the Expedited Procedures of the Commercial Arbitration Rules of the
      American Arbitration Association.  The arbitrator's decision shall
      relate solely to whether Party A is entitled to receive the Contested Amount
      (or
      a portion thereof) from the Escrow Account pursuant to the applicable terms
      of
      the Merger Agreement and this Escrow Agreement.  The final decision of
      the arbitrator shall be furnished to Party A, Party B and the Escrow Agent
      in
      writing and shall constitute the conclusive determination of the issue in
      question, be binding upon Party A, the Stockholders and the Escrow
      Agent.  The prevailing party in any arbitration (which determination
      shall be made by the arbitrator) shall be entitled to an award of attorneys’
fees and costs to be paid by the losing party (which determination shall be
      made
      by the arbitrator), and the losing party shall also be liable for all costs
      of
      arbitration, including, but not limited to, the compensation to be paid to
      the
      arbitrator in any proceeding and the transcript and other expenses of such
      proceeding.

    


    (d)           Any
      amounts distributed to Party A from the Escrow Account shall be satisfied pro
      rata from each Stockholder’s Escrowed Deposit in accordance with each
      Stockholder’s Percentage Interest set forth on Annex I to this Escrow
      Agreement.  Any such Claimed Amount, Agreed Amount, portion of the
      Contested Amount which may be awarded to Party A or other award, as applicable,
      to be released to Party A by the Escrow Agent shall be done on the basis of
      60%
      of any such amount from Escrowed Cash and 40% of any such amount from Escrowed
      Shares (such number of Escrowed Shares to be determined in accordance with
      Section 7(e)).

    


    (e)           The
      number of Escrowed Shares, if any, to be released in payment and settlement
      of
      any Claimed Amount, Agreed Amount or all or any portion of the Contested Amount
      which may be awarded to Party A pursuant to Section 7(d) above shall be
      determined by dividing 40% of such Claimed Amount, Agreed Amount or award,
      as
      applicable, by the average closing sale price per share of Buyer Common Stock
      as
      reported on the Nasdaq Global Select Market for the 30 consecutive trading
      days
      ending on the date that is one trading day immediately preceding the closing
      date of the Merger Agreement (as adjusted as appropriate to reflect any stock
      splits, stock dividends, combinations, reorganizations, reclassifications or
      similar events).  The Escrow Agent will not be responsible for
      determining the share price.

    


    8.           Escrow
      Agent.  The Escrow Agent undertakes to perform only such
      duties as are expressly set forth herein and no duties shall be implied. The
      Escrow Agent shall have no liability under and no duty to inquire as to the
      provisions of any agreement other than this Escrow Agreement.  The
      Escrow Agent may rely upon any written notice, document, instruction or request
      furnished to it hereunder and believed by it to be genuine and to have been
      signed or presented by the proper party or parties.  The Escrow Agent
      shall be under no duty to inquire into or investigate the validity, accuracy
      or
      content of any such document, notice, instruction or request.  The
      Escrow Agent shall have no duty to solicit any payments which may be due it or
      the Escrow Account.  The Escrow Agent shall not be liable for any
      action taken or omitted by it in good faith except to the extent that a final
      adjudication of a court of competent jurisdiction determines that the
      Escrow Agent's gross negligence or willful misconduct was the primary cause
      of
      any loss to either of the Parties.  The Escrow Agent may execute any
      of its powers and perform any of its duties hereunder directly or through agents
      or attorneys (and shall be liable only for the careful selection of any such
      agent or attorney) and may consult with counsel, accountants and other skilled
      persons to be selected and retained by it.  The Escrow Agent shall not
      be liable for anything done, suffered or omitted in good faith by it in
      accordance with the advice or opinion of any such counsel, accountants or other
      skilled persons except to the extent that a final adjudication of a court
      of competent jurisdiction determines that the Escrow Agent's gross negligence
      or
      willful misconduct was the primary cause of any loss to either of the
      Parties.  In the event that the Escrow Agent shall be uncertain as to
      its duties or rights hereunder or shall receive instructions, claims or demands
      from any party hereto which, in its opinion, conflict with any of the provisions
      of this Escrow Agreement, it shall be entitled to refrain from taking any action
      and its sole obligation shall be to keep safely all property held in escrow
      until it shall be directed otherwise in writing by all of the other parties
      hereto or by a final order or judgment of a court of competent
      jurisdiction.  The Escrow Agent may interplead all of the assets held
      hereunder into a court of competent jurisdiction or may seek a declaratory
      judgment with respect to certain circumstances, and thereafter be fully relieved
      from any and all liability or obligation with respect to such interpleaded
      assets or any action or nonaction based on such declaratory
      judgment.  The parties hereto other than the Escrow Agent agree to
      pursue any redress or recourse in connection with any dispute without making
      the
      Escrow Agent a party to the same.  Anything in this Escrow Agreement
      to the contrary notwithstanding, in no event shall the Escrow Agent be liable
      for special, indirect or consequential loss or damage of any kind whatsoever
      (including but not limited to lost profits), even if the Escrow Agent has been
      advised of the likelihood of such loss or damage and


    
      
        
        

      

      
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     regardless
      of the form of action. Escrow
      Agent may rely on the validity, accuracy and content of the statements contained
      any written notice, document, instruction, or request furnished to it hereunder
      by Party A and Party B without further investigation, inquiry or
      examination.  For the avoidance of doubt, the Escrow Agent shall have
      no liability with respect to any provisions of this Escrow Agreement which
      set
      forth obligations or limitations of liability that the other parties to this
      Escrow Agreement have to each other.  The Escrow Agent shall have no
      obligation to investigate, inquire, examine or assist in any manner whatsoever,
      the parties' compliance with the terms of this Escrow Agreement that incorporate
      by reference provisions of the Merger Agreement that apply to the other parties'
      obligations or limitations of liability to each other that do not relate to
      obligations of the Escrow Agent under this Escrow Agreement.

    


    9.           Succession.  The
      Escrow Agent may resign and be discharged from its duties or obligations
      hereunder by giving its written resignation to the Parties.  Such
      resignation shall take effect on the earlier of (a) a successor escrow agent
      being in place and (b) 30 days after such resignation is given to the
      Parties.  In such event, Party A may appoint a successor escrow
      agent.  If Party A fails to appoint a successor escrow agent within 15
      days after receiving the Escrow Agent’s written resignation, the Escrow Agent
      shall have the right to apply to a court of competent jurisdiction for the
      appointment of a successor escrow agent.  The successor escrow agent
      shall execute and deliver to the Escrow Agent an instrument accepting such
      appointment and the successor escrow agent shall, without further acts, be
      vested with all the estates, property rights, powers and duties of the
      predecessor Escrow Agent as if originally names as Escrow Agent
      herein.  The Escrow Agent shall act in accordance with written
      instructions from Party A and Party B as to the transfer of the Escrow Account
      to a successor escrow agent.  If Party A fails to appoint a successor
      escrow agent prior to the expiration of 30 days following receipt of the notice
      of resignation, the Escrow Agent may petition any court of competent
      jurisdiction for the appointment of a successor escrow agent or for other
      appropriate relief, and any such resulting appointment shall be binding upon
      all
      of the parties hereto.

    


    10.         Removal
      of Escrow Agent.  The Escrow Agent may be removed at any
      time by mutual agreement of Party A and Party B by giving not less than 30
      days’
prior written notice to the Escrow Agent.  Prior to the expiration of
      such 30-day period, Party A and Party B shall designate, by mutual consent,
      a
      successor escrow agent.  If no successor escrow agent is appointed
      within such 30-day period, the Escrow Agent may deposit the amounts remaining
      in
      the Escrow Account with a court of competent jurisdiction located in Austin,
      Texas, whereupon the Escrow Agent shall be discharged of all duties and
      obligations hereunder.

    


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

    


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

     

    
      13.         Account
        Opening Information/TINs.

      


      IMPORTANT
        INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT

    


    
      
        
        

      

      
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    For
      accounts opened in the US:

    To
      help
      the government fight the funding of terrorism and money laundering activities,
      Federal law requires all financial institutions to obtain, verify, and record
      information that identifies each person who opens an account.  When an
      account is opened, the Escrow Agent will ask for information that will allow
      us
      to identify relevant parties.

    


    For
      non-US accounts:

    To
      help
      in the fight against the funding of terrorism and money laundering activities
      we
      are required along with all financial institutions to obtain, verify, and record
      information that identifies each person who opens an account. When you open
      an
      account, the Escrow Agent will ask for information that will allow us to
      identify you.

    


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

    


    Party
      B
      will provide Escrow Agent on or before the effective date of the Escrow
      Agreement and at appropriate times thereafter, including prior to any
      disbursement, a detailed schedule indicating the allocation of the disbursement
      amount from the Escrow Deposit between (i) principal amount, (ii) imputed
      interest to be reported on IRS Form 1099-INT or 1042S or (iii) Original Issue
      Discount (“OID”) to be reported on IRS Form 1099-OID along with the relevant
      payee tax information, documentation, and proportionate interest thereof. Escrow
      Agent shall report to the IRS and any other taxing authority as required by
      law
      based upon the information so provided. Escrow Agent shall be entitled to rely
      on such schedule and shall not be responsible for and shall be indemnified
      by
      Party B for any additional tax, interest or penalty arising from the inaccuracy
      or late receipt of such schedule.

    


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

     

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

      


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

    


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


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

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

     

    


    
      	
              If
                to Party A

            	
              Perficient,
                Inc.

            


    

    One
      City
      Place Drive, #190

    St.
      Louis,
      Missouri  63141

    Attention:  Paul
      E. Martin,
      Chief Financial Officer

    Phone:  (314)
      995-8810

    Facsimile:  (314)
      995-8802

    


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

     

    Vinson
      & Elkins LLP

    The
      Terrace 7

    2801
      Via
      Fortuna, Suite 100

    Austin,
      Texas  78746

    Attention:  J.
      Nixon Fox III, Esq.

    Phone:  (512)
      542-8427

    Facsimile:  (512)
      236-3216

    


    


    
      	
              If
                to Party B:

            	
              Kent
                Kasica

            


    

    285
      Abbey
      Place

    Boulder,
      CO 80302

    Phone:  (720)
      839-4206

    


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

     

    Kendall,
      Koenig & Oelsner PC

    999
      18th
      Street, Suite 1825

    Denver,
      Colorado  80202

    Attention:  David
      J. Kendall, Esq.

    Phone:  (303)
      672-0102

    Facsimile:  (303)
      672-0101

    


    
      	
              If
                to the Escrow Agent:

            	
              JPMorgan
                Chase Bank, N.A.

            


    

    712
      Main
      Street, 5th Floor South, TX2 S037

    Houston,
      Texas  77002

    Attention:  Luis
      Bustamante, Escrow Services

    Fax
      No.:
      (713) 216-6927

    


     

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

     

    15.         Security
      Procedures.  In the event funds transfer
      instructions are given (other than in writing at the time of execution of this
      Escrow Agreement, as indicated in Section 9 above), whether in writing,
      by telecopier or otherwise, the Escrow Agent is authorized to seek confirmation
      of such instructions by telephone call-back to the person or persons designated
      on Annex II hereto, and the Escrow Agent may rely upon the confirmation of
      anyone

    


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    


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

    


    16.         Miscellaneous.  The
      provisions of this Escrow Agreement may be waived, altered, amended or
      supplemented, in whole or in part, only by a writing signed by all of the
      parties hereto.  Neither this Escrow Agreement nor any right or
      interest hereunder may be assigned in whole or in part by any party, except
      as
      provided in Sections 9 and 10, without the prior consent of the
      other parties.  This Escrow Agreement shall be binding upon each of
      the parties hereto and each of their respective successors and assigns, if
      any.  Nothing in this Escrow Agreement is intended to confer, or shall
      be deemed to confer, any rights or remedies upon any person or entity other
      than
      the parties hereto and their successors and assigns.  This Escrow
      Agreement shall inure to the benefit of: Party A, the Stockholders, Escrow
      Agent
      and their respective successors and assigns, if any, of the
      foregoing.  This Escrow Agreement shall be governed by and construed
      under the laws of the State of New York.  The parties further hereby
      waive any right to a trial by jury with respect to any lawsuit or judicial
      proceeding arising or relating to this Escrow Agreement.  No party to
      this Escrow Agreement is liable to any other party for losses due to, or if
      it
      is unable to perform its obligations under the terms of this Escrow Agreement
      because of, acts of God, fire, war, terrorism, floods, strikes, electrical
      outages, equipment or transmission failure, or other causes reasonably beyond
      its control.  This Escrow Agreement and the other agreements referred
      to herein set forth the entire understanding of the parties hereto relating
      to
      the subject matter hereof and thereof and supersede all prior agreements and
      understandings among or between any of the parties relating to the subject
      matter hereof and thereof.  Nothing in this Escrow Agreement shall
      derogate from, or modify in any respect any of the terms and provisions of
      the
      Merger Agreement, including Article IX thereof, with respect to
      indemnification.  In the event any provision of this Escrow
      Agreement shall be held invalid or unenforceable by any court of competent
      jurisdiction, such holding shall not invalidate or render unenforceable any
      other provision of this Escrow Agreement and each and every other provision
      of
      this Escrow Agreement shall continue in full force and effect.  The
      waiver by any party hereto of a breach of any provision of this Escrow Agreement
      shall not operate or be construed as a waiver of any other or subsequent breach
      by any party.  This Escrow Agreement may be executed in one or more
      counterparts, each of which shall be deemed an original, but all of which
      together shall constitute one and the same instrument. All signatures of the
      parties to this Escrow Agreement may be transmitted by facsimile, and such
      facsimile will, for all purposes, be deemed to be the original signature of
      such
      party whose signature it reproduces, and will be binding upon such
      party.

    


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

     

    18.         Compliance
      with Court Orders.  In the event that
      any escrow property shall be attached, garnished or levied upon by any court
      order, or the delivery thereof shall be stayed or enjoined by an order of a
      court, or any order, judgment or decree shall be made or entered by any court
      order affecting the property deposited under this Escrow Agreement, the Escrow
      Agent is hereby expressly authorized, in its sole discretion, to obey
      and


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


    comply
      with all writs, orders or decrees so entered or issued, which it is advised
      by
      legal counsel of its own choosing is binding upon it, whether with or without
      jurisdiction, and in the event that the Escrow Agent obeys or complies with
      any
      such writ, order or decree it shall not be liable to any of the parties hereto
      or to any other person, firm or corporation, by reason of such compliance
      notwithstanding such writ, order or decree be subsequently reversed, modified,
      annulled, set aside or vacated.

    


    [Signature
      Page Follows.]

    



    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


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

    


    
      


       

      Tax
        Certification: Taxpayer Identification Number (TIN):
74-2853258           Date:
September 20, 2007

       

      Name
        & Address:   Perficient, Inc.

       

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

       

        
Austin,
        Texas  78746

       

      Customer
        is a (check one):

       

      


    

    
      X   
        Corporation                             ___
        Partnership

    

    
      ___
        Individual/sole proprietor    ___
        Trust                                ___
        Other _________________

       

      Taxpayer
        is (check if applicable):

       

      X   
        Exempt from backup withholding

       

      Under
        the penalties of perjury, the undersigned certifies
        that:

       

    

    
      
        	
                (1)

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

              


      

       

      
        	
                (2)

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

              


      

       

      
        	
                (3)

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

              


      

       

      


    

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

       

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

       

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

       

    

    
      	
               

            	
              PARTY
                A

            


    

    


    
      	
               

            	
              Perficient,
                Inc.

            


    

    
 

    
      	
              By:

            	
              /s/
                Jeffrey S. Davis

            	 


    

    
      	
               

            	
              Printed
                Name:  Jeffrey S.
                Davis

            


    

    
      	
               

            	
              Title:  President
                and Chief Operating
                Officer

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    
      Tax
        Certification: Taxpayer Identification Number
        (TIN):  ________________________           
Date: September 20, 2007

      Name
        &
Address:    ___________________________________

       

        
        ___________________________________

       

        
        ___________________________________

       

      Customer
        is a (check one):

       

      


    

    
      ___
        Corporation                                ___
        Partnership

    

    
      X     Individual/sole
        proprietor        ___
        Trust                                ___
        Other _________________

       

      Taxpayer
        is (check if applicable):

       

      X   
         Exempt from backup withholding

       

      Under
        the penalties of perjury, the undersigned certifies
        that:

       

      


    

    
      
        	
                (4)

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

              


      

       

      
        	
                (5)

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

              


      

       

      
        	
                (6)

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

              


      

       

      


    

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

       

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

       

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

       

      


    

    
      	
               

            	
              PARTY
                B

            


    

    


    
      	
               

            	
              Kent
                Kasica

            


    

    


    


    
      	
              By:

            	
              /s/
                Kent Kasica

            


    

    
      	
               

            	
              Printed
                Name:  Kent
                Kasica

            


    

    Title:

    


    JPMORGAN
      CHASE BANK, N.A.

    


    
      	
               

            	
              as
                Escrow Agent

            


    

     

    
      	
               

            	
              By:
                /s/ Greg Campbell

            


    

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Annex
      I

    


    Escrowed
      Deposit

    


    


     

    
      	
               

              Stockholder

            	
              Escrowed

              Shares

            	
              Escrowed

              Cash

            	
              Percentage
                Interest

            
	
              Craig
                Ashmore

            	
              44

            	
              $1,515

            	
              0.0808%

            
	
              Greenthal
                Family Trust DTD 7/26/96

            	
              87

            	
              $3,030

            	
              0.1617%

            
	
              The
                Newton Fund, LP

            	
              567

            	
              $19,692

            	
              1.0509%

            
	
              Viking
                Ventures

            	
              174

            	
              $6,059

            	
              0.3234%

            
	
              HCP
                Direct Investments Limited

            	
              1,745

            	
              $60,592

            	
              3.2336%

            
	
              Kevin
                J. Humphrey

            	
              87

            	
              $3,030

            	
              0.1617%

            
	
              BoldTech
                Partners, LLC

            	
              1,134

            	
              $39,385

            	
              2.1019%

            
	
              Donald
                Kasica

            	
              17,449

            	
              $605,918

            	
              32.3363%

            
	
              Kent
                Kasica

            	
              17,406

            	
              $604,403

            	
              32.2555%

            
	
              Michael
                Brennan

            	
              5,060

            	
              $175,716

            	
              9.3775%

            
	
              Jeff
                Lutz

            	
              3,359

            	
              $116,639

            	
              6.2247%

            
	
              Rafe
                Wilson

            	
              1,440

            	
              $49,988

            	
              2.6677%

            
	
              Jeffrey
                Battin

            	
              654

            	
              $22,722

            	
              1.2126%

            
	
              David
                Hastoglis

            	
              262

            	
              $9,089

            	
              0.4850%

            
	
              Mary-Beth
                Ostasz

            	
              218

            	
              $7,574

            	
              0.4042%

            
	
              Kevin
                Sheen

            	
              218

            	
              $7,574

            	
              0.4042%

            
	
              Jeffrey
                Shaw

            	
              174

            	
              $6,059

            	
              0.3234%

            
	
              Jeffrey
                Leitheiser

            	
              174

            	
              $6,059

            	
              0.3234%

            
	
              Ronald
                Cutadean

            	
              44

            	
              $1,515

            	
              0.0808%

            
	
              Peter
                Yanchak

            	
              87

            	
              $3,030

            	
              0.1617%

            
	
              Daniel
                Kerber

            	
              131

            	
              $4,544

            	
              0.2425%

            
	
              Mitchell
                Baltuch

            	
              87

            	
              $3,030

            	
              0.1617%

            
	
              Chris
                McGuire

            	
              87

            	
              $3,030

            	
              0.1617%

            
	
              Clifford
                Stockdill

            	
              44

            	
              $1,515

            	
              0.0808%

            
	
              Hasso
                Schutrumpf

            	
              44

            	
              $1,515

            	
              0.0808%

            
	
              Kathy
                Fournier

            	
              44

            	
              $1,515

            	
              0.0808%

            
	
              Tao
                He

            	
              44

            	
              $1,515

            	
              0.0808%

            
	
              Lillian
                Kushner

            	
              1,396

            	
              $48,473

            	
              2.5869%

            
	
              Jeffrey
                Lutz and Susan B. Lutz (Joint Tenants)

            	
              698

            	
              $24,237

            	
              1.2935%

            
	
              Robert
                Sisco

            	
              218

            	
              $7,574

            	
              0.4042%

            
	
              Randall
                Shillman

            	
              87

            	
              $3,030

            	
              0.1617%

            
	
              Andrew
                Mendler

            	
              131

            	
              $4,544

            	
              0.2425%

            
	
              Mike
                Kinder

            	
              87

            	
              $3,030

            	
              0.1617%

            
	
              Kirk
                Williams

            	
              44

            	
              $1,515

            	
              0.0808%

            
	
              Shawn
                Davidson

            	
              87

            	
              $3,030

            	
              0.1617%

            
	
              Todd
                Millard

            	
              87

            	
              $3,030

            	
              0.1617%

            
	
              Stephen
                LeTourneau

            	
              44

            	
              $1,515

            	
              0.0808%

            
	
              Larry
                Burley

            	
              44

            	
              $1,515

            	
              0.0808%

            
	
              Deb
                Gay

            	
              44

            	
              $1,515

            	
              0.0808%

            
	
              Elisabeth
                Franzen

            	
              44

            	
              $1,515

            	
              0.0808%

            
	
              Naga
                Akula

            	
              44

            	
              $1,515

            	
              0.0808%

            
	
              Ken
                Meeks

            	
              44

            	
              $1,515

            	
              0.0808%

            
	 	 	 	 


    

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Annex
      II

    


    


    


    
      	
               

            	
              Telephone
                Number(s) for Call-Backs
                and

            


    

    
      	
               

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

            


    

     

    

      
        	
                If
                  to Party A:

              	 	 
	 	 	 
	
                Name

              	 	
                Telephone
                  Number

              
	 	 	 
	
                1.    
                  Paul E. Martin

              	 	
                314.785.1470

              
	 	 	 
	
                2.    
                  Dick Kalbfleish

              	 	
                314.995.8885

              
	 	 	 
	 	 	 
	
                If
                  to Party B:

              	 	 
	 	 	 
	
                Name

              	 	
                Telephone
                  Number

              
	 	 	 
	
                1.    
                  Kent Kasica

              	 	
                720.839.4206

              
	 	 	 


      

    

     

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

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Annex
      III

    


    Escrow
      Agent’s Compensation:

    


    


    


    Attached


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
 

    
       

      Based
        upon our current understanding of your proposed transaction, our fee proposal
        is
        as follows:

      


      
        	
                New
                  Account Acceptance Fee . . . . . . . . . . . . . . . . . . . . .
                  . . . . . .
                  .$750.00

              


      

      Encompassing
        review, negotiation and execution of governing documentation, opening of
        the
        account, and completion of all due diligence documentation.  Payable
        upon closing.

      


      


      
        	
                Minimum
                  Administrative Fee . . . . . . . . . . . . . . . . . . . . . . .
                  . . . $5,000.00

              


      

      The
        Administration Fee covers our usual and customary ministerial duties, including
        record keeping, document compliance and such other duties and responsibilities
        expressly set forth in the governing documents for each
        transaction.  Payable upon closing and annually in advance thereafter,
        without pro-ration for partial years.

      


      


      ACTIVITY
        FEES:
Activity fees will not be assessed for any month in which
        fewer
        than five transactions occur.

      


      
        	
                Disbursements

              


      

      


      
        	
                Per
                  Check. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
                  . . . . . .
                  . . . . . . . . . . . $
                  35.00

              


      

      
        	
                Per
                  Wire . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
                  . . . . . .
                  . . . . . . . . U.S.$
                  35.00

              


      

      
        	
                       International

              	
                $100.00

              


      

      
        	
                Receipts

              


      

      


      
        	
                Per
                  Deposit. . . . . . . . . . . . . . . . . . . . . . . . . . . .
                  . . . . . .
                  . . . . . . . . . . .
                  $10.00

              


      

      


      Investments

      Per
        directed buy/sell . . . . . . . . . . . . . . . . . . . .. . . . . . . .
        . . . .
        . . . . . $75.00

      The
        Investments fee will be waived if a JPMorgan Chase Bank compensating trust
        account provided by JPMorgan's Escrow Services group is selected.

      


      
        	
                1099
                  Reporting . . . . . . . . . . . . . . . . . . . . . . . . . . .
                  .
                  . . . . . . . . . . . .
                  .$15.00

              


      

      


      
        	
                Legal
                  Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . .
                  .
                  . . . . . . . . . . . . .At
                  Cost

              


      

      There
        will be no legal expense for JPMorgan Chase if our standard form escrow
        agreement is employed without substantive amendments.  Should another
        form of agreement be used, external legal counsel would be retained only
        after
        advising the client of our intent to do so.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      Extraordinary
        Services and Out-of Pocket Expenses

      


      Any
        additional services beyond our standard services as specified above, and
        all
        reasonable out-of-pocket expenses including attorney's or accountant’s fees and
        expenses will be considered extraordinary services for which related costs,
        transaction charges, and additional fees will be billed at the Bank's then
        standard rate.

      


      Modification
        of Fees

      


      Circumstances
        may arise necessitating a change in the foregoing fee schedule.  The
        Bank will attempt at all times, however, to maintain the fees at a level
        that is
        fair and reasonable in relation to the responsibilities assumed and the duties
        performed.

      


      Disclosure
        & Assumptions

      


      
        	
                ·

              	
                Please
                  note that any proposed fees quoted herein are indicative and not
                  intended
                  to be binding or to form an agreement between ourselves. This fee
                  quote is
                  subject to a review of the transaction documents and completion
                  of an
                  internal due diligence review. JPMorgan reserves the right to revise,
                  modify, change and supplement the fees quoted herein.  All fee
                  arrangements are subject to a definitive and binding agreement
                  between
                  parties.

              


      

      
        	
                ·

              	
                Payment
                  of the invoice is due upon receipt.

              


      

      


      Compliance

      


      
        	
                ·

              	
                To
                  help the government fight the funding of terrorism and money laundering
                  activities, Federal law requires all financial institutions to
                  obtain,
                  verify, and record information that identifies each person or entity
                  that
                  opens an account.  We may ask for information that will enable
                  us to meet the requirements of the
                  Act.