Item 1.01. Entry into a Material Definitive Agreement.



As previously announced, after the close of market on November 19, 2021,
Concentrix Corporation (the "Company") entered into an Agreement and Plan of
Merger (the "Merger Agreement") with CNXC Merger Sub, Inc., a Delaware
corporation and the Company's wholly owned subsidiary ("Merger Sub"), ProKarma
Holdings Inc., a Delaware corporation ("ProKarma"), and Carlyle Partners VI
Holdings, L.P., a Delaware limited partnership, as a representative of the
security holders of ProKarma (the "Seller Representative").
The Merger Agreement provides for the merger of Merger Sub with and into
ProKarma, with ProKarma surviving as a wholly owned subsidiary of the Company
(the "Merger"), for merger consideration of approximately $1.6 billion in cash,
as increased or decreased for certain adjustments set forth in the Merger
Agreement, including a target net working capital calculation.
Pursuant to the terms and subject to the conditions set forth in the Merger
Agreement, upon the Merger, each share of ProKarma common stock issued and
outstanding immediately prior to the Effective Time (as defined in the Merger
Agreement) (other than any shares of Common Stock held by the Company, Merger
Sub, ProKarma or any of their respective subsidiaries) and each ProKarma
restricted stock unit ("RSU") issued and outstanding immediately prior to the
Effective Time will be cancelled and converted into the right to receive (x) an
amount in cash at closing equal to the estimated per share merger consideration,
plus (y) the amount, if any, of certain post-closing payments to the ProKarma
security holders that becomes payable in respect of such share of ProKarma
common stock or ProKarma RSU pursuant to the Merger Agreement. Pursuant to the
terms and subject to the conditions set forth in the Merger Agreement, each
ProKarma stock option outstanding immediately prior to the Effective Time that
is vested or will vest as a result of the Merger and that has an exercise price
less than the estimated per share merger consideration will, as of immediately
prior to the effectiveness of the Merger, automatically be cancelled and
converted into the right to receive (x) an amount in cash at closing equal to
the product of (i) the number of shares of ProKarma common stock subject to such
stock option and (ii) the difference between the exercise price of such stock
option and the estimated per share merger consideration, plus (y) the amount, if
any, of certain post-closing payments to the ProKarma security holders that
becomes payable with respect to such stock option pursuant to the Merger
Agreement.
ProKarma and the Company have made certain customary representations and
warranties to each other in the Merger Agreement. The closing of the Merger is
subject to, among other things, the expiration or termination of the waiting
period applicable to the transactions contemplated by the Merger Agreement under
the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.
Shareholders of ProKarma holding more than 75% of the issued and outstanding
shares of ProKarma common stock and representing the requisite vote of the
shareholders of ProKarma to approve the Merger have delivered a stockholder
consent approving the Merger. The parties have agreed to use their respective
reasonable best efforts to do all things necessary, proper or advisable to cause
the conditions to the Merger to be satisfied and to consummate the Merger as
promptly as practicable.
The Merger Agreement may be terminated under certain circumstances, including by
either party if the consummation of the Merger has not occurred by March 21,
2022, or upon a breach by the other party that would cause the closing
conditions to be incapable of being satisfied by March 21, 2022 or if such
breach is not cured or waived prior to the earlier of March 21, 2022 and twenty
days after notice of the breach.
A copy of the Merger Agreement is filed herewith as Exhibit 2.1 and is
incorporated in this Item 1.01 by reference. The foregoing description of the
Merger Agreement does not purport to be complete and is qualified in its
entirety by reference to the full text of the Merger Agreement.
The Merger Agreement has been attached to provide investors with information
regarding its terms. It is not intended to provide any other factual information
about the parties. In particular, the assertions embodied in the representations
and warranties contained in the Merger Agreement are qualified by information in
confidential disclosure schedules provided by each party in connection with the
signing of the Merger Agreement. These confidential disclosure schedules contain
information that modifies, qualifies and creates exceptions to the
representations and warranties set forth in the Merger Agreement. Certain
representations and warranties in the Merger Agreement were used for the purpose
of allocating risk between the parties rather than establishing matters

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as facts. Investors are not third-party beneficiaries under the Merger Agreement and should not rely on the representations, warranties, and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the parties thereto or any of their respective subsidiaries or affiliates. Moreover, the representations and warranties in the Merger Agreement were made as of a specified date, may be subject to a contractual standard of materiality different from what might be viewed as material to stockholders, or may have been used for the purpose of allocating risk between the parties. Accordingly, the representations and warranties in the Merger Agreement are not necessarily characterizations of the actual state of facts about the Company or ProKarma at the time they were made or otherwise and should only be read in conjunction with the other information that the Company makes publicly available in reports, statements and other documents filed with the Securities and Exchange Commission.

Item 9.01. Financial Statements and Exhibits.


    Exhibit No.            Description
        2.1                  Agreement and Plan of Merger dated as of November 19, 2021 by and among
                           Concentrix Corporation,     CNXC Merger Sub, Inc.    ,     ProKarma
                           Holdings Inc.     and     Carlyle Partners VI Holdings, L.P.  *
        104                Cover Page Interactive Data File (embedded within the Inline XBRL
                           document).

* Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company hereby undertakes to furnish supplementally a copy of any omitted schedule to such agreement to the U.S. Securities and Exchange Commission upon request; provided, however, that the Company may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedules so furnished.

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