EXHIBIT A
SHARE PURCHASE AGREEMENT
SHARE PURCHASE AGREEMENT (the "Agreement"), dated as of December 6, 2002 by
and among Xxxx X. Xxxxxxxxx (the "Seller"), and Xxxxxx X. Xxxxxxxx and Xxxx X.
XxXxxxxx (each, a "Purchaser" and collectively, the "Purchasers").
WITNESSETH:
WHEREAS, the Seller owns 88,607 shares of common stock, par value $.01 per
share (the "Perficient Stock") of Perficient, Inc., a Delaware corporation (the
"Company"); and
WHEREAS, the Seller desires to sell to Xxxxxx X. Xxxxxxxx 59,071 shares of
Perficient Stock and to Xxxx X. XxXxxxxx 29,536 shares of Perficient Stock and
each Purchaser desires to purchase such Perficient Stock from such Seller on the
terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the premises and the mutual covenants
set forth below and other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, and intending to be legally bound,
the parties hereto agree as follows:
ARTICLE 1
DEFINITIONS
The following terms used in this Agreement shall have the meaning set forth
below:
Section 1.1 "Closing" shall have the meaning set forth in Section 3.1
hereof.
Section 1.2 "Closing Date" shall mean December 10, 2002, or such other date
upon which the Closing is held.
ARTICLE 2
PURCHASE AND SALE OF SHARES
Section 2.1 Purchase and Sale of Perficient Stock. At the Closing, the
Seller shall sell to each Purchaser and each Purchaser shall purchase from each
Seller the number of shares of Perficient Stock indicated in the recitals
hereto. The Seller shall transfer all of its right, title and interest in and to
such Perficient Stock to the such Purchasers free and clear of any lien,
security interest, or other encumbrance of any nature and free of any claim by
any person or entity to or against the Perficient Stock.
Section 2.2 Purchase Price. The purchase price for the Perficient Stock is
$.375 per share.
Section 2.3 Payment of Purchase Price. As payment for the Perficient Stock,
each Purchaser shall deliver to the Seller at the Closing, a check or wire
transfer (at Seller's option) in the amount
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equal to the number of shares purchased by such Purchaser from such Seller,
times (b) $.375 (the "Closing Payment").
ARTICLE 3
CLOSING
Section 3.1 Closings. The consummation of the sales of Perficient stock
contemplated herein (the "Closing") shall take place on the Closing Date.
Section 3.2 Items To Be Delivered the Seller. At the Closing, the Seller
shall deliver to each Purchaser a share certificate duly endorsed representing
the Perficient Stock purchased by such Purchaser hereunder. All of the
above-mentioned documents shall be in form and substance satisfactory to such
Purchasers.
Section 3.3 Items to be Delivered by Purchasers. At the Closing and subject
to the terms and conditions contained herein, each Purchaser shall deliver to
the Seller the Closing Payment for the Perficient Stock purchased by such
Purchaser.
ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF SELLER
The Seller hereby represents and warrants to each Purchaser as follows:
Section 4.1 Ownership of Perficient Stock. The Seller is the sole record
and beneficial owner of all of the issued and outstanding Perficient Stock, and
it has good and valid title to such Perficient Stock free and clear of any lien,
security interest or encumbrance of any nature and free of any claim by any
person to or against such Perficient Stock. Seller has the full right, power and
authority to sell, assign, transfer and convey the Perficient Stock to Purchaser
as provided herein.
Section 4.2 Authorization, Validity and Enforceability. This Agreement has
been duly authorized by the Seller. This Agreement constitutes the valid and
binding obligation of the Seller, enforceable in accordance with its terms, and
the execution, delivery and performance of this Agreement will not violate or
result in a default under any provision of any material commitment, agreement or
instrument to which the Seller is a party or by which the Seller is bound and
will not contravene any law, rule or regulation any administrative agency or
governmental body, or any order, writ, injunction or decree of any court,
administrative agency or governmental agency applicable to the Seller.
Section 4.3 Litigation. There are no proceedings pending or threatened, and
there is no order, writ, judgment or decree affecting the Seller which, if
adversely determined, would have a material adverse effect on the transactions
contemplated hereby.
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ARTICLE 5
REPRESENTATIONS AND WARRANTIES OF PURCHASER
Each Purchaser hereby represents and warrants to the Seller as follows:
Section 5.1 Validity and Enforceability. This Agreement constitutes the and
binding obligation of such Purchaser, enforceable in accordance with its terms,
and the execution, delivery and performance of this Agreement will not violate
or result in a default under any provisions of any material commitment,
agreement or instrument to which such Purchaser is a party or by which such
Purchaser is bound, and will not contravene any law, rule or regulation of any
administrative agency or governmental body or any order, writ, injunction or
decree of any court, administrative agency or governmental agency applicable to
Purchaser.
Section 5.2 Litigation. There are no proceedings pending or threatened, and
there is no order, writ, judgment or decree affecting such Purchaser, which, if
adversely determined, would have a material adverse effect on the transactions
contemplated hereby.
ARTICLE 6
CONDITIONS TO CLOSING
Section 6.1 Purchaser's Obligations. Each Purchaser's obligations to
consummate the transactions contemplated hereby are conditioned upon the
satisfaction by Seller of Section 3.2 hereof.
Section 6.2 Seller's Obligations. The Seller's obligation to consummate the
transactions contemplated hereby are conditioned upon the satisfaction by each
Purchaser of Section 3.3 hereof.
ARTICLE 7
ARBITRATION
Section 7.1 Arbitration. All disputes under this Agreement shall be settled
by arbitration in Austin, Texas pursuant to the rules of the American
Arbitration Association Commercial Arbitration Rules which rules are deemed to
be incorporated by reference herein, and judgment on the award rendered by the
arbitrators may be entered in any court having jurisdiction thereof.
ARTICLE 8
MISCELLANEOUS
Section 8.1 Survival of Agreements. All covenants, agreements,
representations and warranties made herein shall survive the execution and
delivery of this Agreement and the sale and delivery of the Perficient Stock
pursuant hereto. The foregoing provisions with regard to the survival of the
warranties and representations of the parties in this Agreement is meant only to
establish the period of time within which a claim for breach of such warranties
and representations may be brought, and is not intended to extend the
applicability of such warranties and representations to events or circumstances
which may occur after the Closing Date.
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Section 8.2 Expenses. Each party hereto shall pay its own expenses in
connection with the transactions contemplated hereby.
Section 8.3 [Intentionally deleted.]
Section 8.4 Notices. All notices, requests, consents, or other
communication hereunder shall be in writing and shall be delivered personally or
by courier or mailed by first class registered or certified mail.
Section 8.5 Captions and Section Headings. As used herein, captions and
section headings are for convenience only and are not a part of this Agreement
and shall not be used in construing it.
Section 8.6 Entire Agreement. This Agreement and the other documents
delivered pursuant hereto and thereto, or incorporated by reference herein,
contain the entire agreement between the parties hereto concerning the
transactions contemplated herein and supersede all prior agreements or
understandings between the parties hereto relating to the subject matter hereof.
Section 8.7 Additional Documents. The parties hereto will, at any time
after the date hereof, sign, execute and deliver, or cause others so to do, all
such powers of attorney, deeds, assignments, documents and instruments and do or
cause to be done all such other acts and deeds as may be necessary or proper to
carry out the transactions contemplated by this Agreement.
Section 8.8 Amendment. This Agreement may be amended, supplemented or
interpreted at any time, but only by a written agreement executed by the parties
hereto.
Section 8.9 Counterparts. This Agreement may be executed in counterparts,
each of which shall be deemed an original but all of which together shall
constitute one and the same instrument.
Section 8.10 Severability. If any one or more of the provisions of this
agreement shall be held to be invalid, illegal or unenforceable, the validity,
legality or enforceability of the remaining provisions of this Agreement shall
not be affected thereby. To the extent permitted by applicable law, each party
waives any provision of law which renders any provision of this Agreement
invalid, illegal or unenforceable in any respect.
Section 8.11 Governing Law. This Agreement shall be governed by the laws of
the State of Texas.
Section 8.12 Waiver of rights. The Seller and each of the Purchasers hereby
waives any rights of first refusal, co-sale or similar rights they may have
regarding the sale by Seller of shares of Perficient Stock pursuant hereto and
hereby consent to all transactions contemplated hereby.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first above written.
SELLER
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Xxxx X. Xxxxxxxxx
PURCHASERS:
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Xxxxxx X. Xxxxxxxx
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Xxxx X. XxXxxxxx
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