Item 1.01. Entry into a Material Definitive Agreement.



On December 20, 2021, Concentrix Corporation (the "Company") entered into the
First Amendment (the "Amendment") to the Agreement and Plan of Merger (the
"Merger Agreement"), dated November 19, 2021, by and among the Company, 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 Amendment amends the Merger Agreement to provide for the assumption by the
Company of certain outstanding vested in-the-money ProKarma stock options (the
"Rollover Options") in a manner that complies with Sections 409A and 424 of the
Internal Revenue Code of 1986, as amended, at the effective time (the "Effective
Time") of the merger of Merger Sub with and into ProKarma (the "Merger") in lieu
of cancelling such stock options in exchange for cash consideration. Each
Rollover Option will continue to have, and be subject to, the same terms and
conditions of such stock option immediately prior to the Effective Time, except
for administrative changes that are not adverse to the holder of the Rollover
Option, and except that once assumed by the Company (1) each Rollover Option
will be exercisable for a number of shares of common stock of the Company (the
"Common Stock") equal to the product of the number of shares of ProKarma common
stock that would be issuable upon exercise of the Rollover Option outstanding
immediately prior to the Effective Time multiplied by an exchange ratio (the
"Exchange Ratio") equal to (x) the per share closing consideration in the Merger
divided by (y) the average closing trading price of the Common Stock for the
thirty consecutive trading days ending immediately prior to the closing date of
the Merger, rounded down to the nearest whole number, (2) the per share exercise
price for the Common Stock issuable upon exercise of such Rollover Option will
be equal to the quotient determined by dividing the per share exercise price for
such Rollover Option outstanding immediately prior to the Effective Time by the
Exchange Ratio, rounded up to the nearest whole cent, (3) all references to the
"Company" in the ProKarma 2016 Long-Term Incentive Plan and the stock option
agreement applicable to such Rollover Option will be references to the Company,
and (4) the Rollover Option will be subject to the reasonable and customary
policies of the Company applicable to other optionholders under the Company's
equity incentive plan or similarly situated employees holding securities of the
Company, including any blackout periods and other conditions.

A copy of the Amendment is filed herewith as Exhibit 2.1 and is incorporated in
this Item 1.01 by reference. The foregoing description of the Amendment does not
purport to be complete and is qualified in its entirety by reference to the full
text of the Amendment.

Item 9.01. Financial Statements and Exhibits.


    Exhibit No.            Description
        2.1                  First Amendment to Agreement and Plan of

Merger, dated as of December 20,


                           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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