EXHIBIT 3
PERFICIENT, INC.
December __, 2001
Shareholder Voting Agreement
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The undersigned Shareholder ("Shareholder") of Perficient, Inc., a
Delaware corporation ("Perficient"), in order to induce the persons listed on
Schedule 1 attached hereto (the "Investors"), to enter into the Convertible
Preferred Stock Purchase Agreement to be executed by and among Perficient and
the Investors (the "Agreement"), hereby represents, warrants and agrees as
follows:
1. Shareholder hereby represents and warrants that Shareholder owns of
record and beneficially good and valid title to, or has the right to vote, all
of the shares of the capital stock of Perficient, and options to acquire shares
of capital stock of Perficient, shown on Exhibit A attached hereto, free and
clear of any and all mortgages, liens, encumbrances, charges, claims,
restrictions, pledges, security interests, voting trusts or agreements, or
impositions, except as otherwise disclosed on Exhibit A, and such shares
represent all of the shares, or rights to acquire shares, of capital stock of
Perficient owned by Shareholder or which Shareholder has the right to vote. For
purposes hereof, the capital stock of Perficient and the options to acquire
capital Stock of Perficient set forth on Exhibit A attached hereto shall be
referred to herein as the "Stock."
2. Shareholder will vote, or cause to be voted, all of the Stock in
person or by proxy, (a) for approval of the Agreement and the transactions
contemplated thereby, including the issuances of common stock of Perficient, at
the special meeting of the Perficient shareholders duly held for such purpose
and at any adjournment thereof, (b) against any action that is intended, or
could reasonably be expected, to impede, interfere with, delay, postpone, or
adversely affect the transactions contemplated by the Agreement, and (c) for the
election of the Investors' designee to the Board of Directors of Perficient as
provided in the Investor Rights Agreement.
3. Shareholder will not, nor will Shareholder permit any entity under
Shareholder's control to, deposit any of the Stock in a voting trust or subject
any of the Stock to any arrangement with respect to the voting of the Stock in
any manner inconsistent with this Agreement.
4. Shareholder will not sell, transfer, pledge, give, hypothecate,
assign or otherwise alienate or transfer, by proxy or otherwise (including any
transfer by operation of law), the Stock or any of Shareholder's voting rights
with respect to the Stock, except to a person who is a party to a voting
agreement with the Investors in the form of this Agreement.
5. Irreparable damage would occur in the event any of the provisions of
this Agreement were not performed in accordance with the terms hereof and the
Investors shall be entitled to specific performance of the terms hereof, in
addition to any other remedy at law or equity.
6. The execution and delivery of this Agreement by Shareholder does
not, and the performance by Shareholder of its obligations hereunder will not,
constitute a violation of, conflict with, result in a default (or an event
which, with notice or lapse of time or both, would result in a default) under,
or result in the creation of any lien on any of such Stock under, (i) any
contract, commitment or agreement, to which Shareholder is a party or by which
Shareholder is bound, (ii) any judgment, order or ruling applicable to
Shareholder, or (iii) the organizational documents of Shareholder, if
applicable.
7. Shareholder has full power and authority to execute, deliver and
perform this Agreement, to vote the Stock as required herein and to
consummate the transactions contemplated hereby. The execution, delivery
and performance of this Agreement and the consummation of the transactions
contemplated hereby have been duly and validly authorized and no other actions
on the part of Shareholder are required in order to consummate the transaction
contemplated hereby. This Agreement has been duly and validly executed and
delivered by Shareholder and constitutes a valid and binding agreement of
Shareholder, enforceable against Shareholder in accordance with its terms.
8. This Agreement constitutes the entire agreement between the parties
with respect to the subject matter hereof and supersedes all other prior
agreements and understandings, both written and oral, between the parties with
respect to the subject matter hereof, and shall be binding upon the successors
and assigns (as applicable) of the parties hereto.
9. This Agreement will be governed by and construed in accordance with
the laws of the State of Delaware regardless of the laws that might otherwise
govern under applicable principles of conflicts of laws thereof.
10. Capitalized terms not otherwise defined herein shall have the
meanings given to them in the Agreement.
Dated: December , 2001
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By:
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Printed Name:
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Exhibit A
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Name Class of Shares Number of Shares
---- --------------- ----------------
Powershift Ventures, L.P. Common 633,750
Xxxxxxx Ventures, Inc. Common 512,892
Xxxxx X. Xxxxxx Common 485,000
Xxx X. Xxxxxxxx Common 652,100
Xxxx Xxxxxx Common 652,100
Xxxxxx X. Xxxxxxxxxxx Common 196,300
Xxxxx X. Xxxxxxx Common 329,735
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Total Shares: 3,461,877
