Peerless Systems Corp Sample Contracts

RECITALS:
Distribution Agreement • April 28th, 2000 • Peerless Systems Corp • Wholesale-computers & peripheral equipment & software • California
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Settlement Agreement • May 1st, 2001 • Peerless Systems Corp • Services-prepackaged software
BETWEEN
Rights Agreement • October 13th, 1998 • Peerless Systems Corp • Wholesale-computers & peripheral equipment & software • Delaware
Agreement ---------
Settlement Agreement and Mutual Release • July 2nd, 2001 • Peerless Systems Corp • Services-prepackaged software • Delaware
WARRANT AGREEMENT
Warrant Agreement • August 1st, 2011 • Peerless Systems Corp • Services-prepackaged software • New York

This Warrant Agreement is made as of _______ [__], 2011 between Peerless Systems Corporation, a Delaware corporation, with offices at 300 Atlantic Street, Suite 301, Stamford, Connecticut 06901 (the “Company”), and [________________], with offices at ____________ (the “Warrant Agent”).

RECITALS
Agreement • December 15th, 2004 • Peerless Systems Corp • Services-prepackaged software
between AUCO, INC. and NOVELL, INC. BUSINESS DEVELOPMENT AGREEMENT between NOVELL, INC. and AUCO, INC.
Business Development Agreement • September 16th, 2002 • Peerless Systems Corp • Services-prepackaged software
NETREON, INC.
Preferred Stock Purchase Agreement • May 1st, 2002 • Peerless Systems Corp • Services-prepackaged software • California
EXHIBIT 99 FORM OF INDEMNIFICATION AGREEMENT
Form of Indemnification Agreement • July 27th, 2001 • Peerless Systems Corp • Services-prepackaged software • Delaware
MASTER TECHNOLOGY LICENSE AGREEMENT
Master Technology License Agreement • September 16th, 2002 • Peerless Systems Corp • Services-prepackaged software
ATTACHMENT #2
Peerless Systems Corp • September 16th, 2002 • Services-prepackaged software
AGREEMENT
Agreement • December 21st, 2009 • Peerless Systems Corp • Services-prepackaged software • Delaware

This AGREEMENT, dated as of December 18, 2009 (this “Agreement”), is by and among HIGHBURY FINANCIAL INC., a Delaware corporation (the “Company”), PEERLESS SYSTEMS CORPORATION, a Delaware corporation (“Peerless”), and TIMOTHY E. BROG (Mr. Brog and Peerless are collectively referred to herein as the “Peerless Parties”).

EMPLOYMENT AGREEMENT
Employment Agreement • June 1st, 2009 • Peerless Systems Corp • Services-prepackaged software • California

Peerless Systems Corporation, a Delaware Corporation, (the “Company”) and its successors and assigns, and William Neil, a natural person (“Executive”) (collectively, the “Parties”), make this EMPLOYMENT AGREEMENT (“Agreement”) as of May 26, 2009 (“Commencement Date”).

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between
Custom Sales Agreement • September 16th, 2002 • Peerless Systems Corp • Services-prepackaged software • New York
NOMINATION AGREEMENT
Nomination Agreement • May 15th, 2009 • Peerless Systems Corp • Services-prepackaged software • Delaware

This Nomination Agreement, dated the 14th day of May, 2009 (this “Agreement”), by and among Peerless Systems Corporation, a Delaware corporation (the “Company”), on the one hand, and (i) Bandera Partners LLC (“Bandera Partners” or “BP”), (ii) Bandera Master Fund L.P. (“Bandera Master Fund” or “BMF”), (iii) Bandera Partners Management LLC (“BPM”), (iv) Gregory Bylinsky (“Bylinsky”), (v) Jefferson Gramm (“Gramm”) and (vi) any other Affiliates of BP, BMF, BPM, Bylinsky or Gramm (together with BP, BMF, BPM, Bylinsky and Gramm, the “Bandera Parties” and, each, a “Bandera Party”), on the other hand.

EMPLOYMENT AGREEMENT
Employment Agreement • July 31st, 2014 • Peerless Systems Corp • Services-prepackaged software • Delaware

Peerless Systems Corporation, a Delaware corporation (the “Company”), and Yi Tsai, a natural person (“Employee”) (collectively, the “Parties”), make this EMPLOYMENT AGREEMENT (“Agreement”) as of July 16, 2014.

SEVERANCE AGREEMENT
Severance Agreement • October 14th, 2008 • Peerless Systems Corp • Services-prepackaged software • California

This Severance Agreement (the “Agreement”) is effective as of the date set forth below in Paragraph 8(f) (the “Effective Date”) by and between Peerless Systems Corporation (“Company” or “Peerless”) and Richard L. Roll (“Mr. Roll” or “Employee”) (collectively the “Parties”, and individually, a “Party”).

LICENSED SOFTWARE ADDENDUM #10 TO MASTER TECHNOLOGY LICENSE AGREEMENT DATED JANUARY 16, 2000 BY AND BETWEEN KONICA CORPORATION AND PEERLESS SYSTEMS CORPORATION
Master Technology License Agreement • May 1st, 2003 • Peerless Systems Corp • Services-prepackaged software

This Licensed Software Addendum #10 (hereinafter referred to as “LSA #10”) is entered into by and between Konica Corporation, a Japanese corporation, having its principal offices at No. 26-2 Nishishinjuku 1-chome, Shinjuku-ku, Tokyo, Japan (hereinafter referred to as “KONICA”) and Peerless Systems Corporation, having its principal office at 2381 Rosecrans Ave, Suite 400, El Segundo, CA 90245 (hereinafter referred to as “PEERLESS”), as of December 1, 2002 (the “Effective Date”).

CONFIDENTIAL TREATMENT REQUESTED: INFORMATION FOR WHICH CONFIDENTIAL TREATEMENT HAS BEEN REQUESTED IS OMITTED AND IS NOTED WITH “[REDACTED].” AN UNREDACTED VERSION OF THIS DOCUMENT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION....
Confidential Treatment • January 10th, 2008 • Peerless Systems Corp • Services-prepackaged software

This Amendment #1 to Licensed Software Addendum #6 and Licensed Software Addendum #7 (hereinafter this “Amendment”) is entered into and effective as of January 9, 2008 (hereinafter the “Effective Date”) by and between Kyocera Mita Corporation, a Japanese corporation, with offices at 2-28, 1-chome, Tamatsukuri, Chuo-ku Osaka, 540-8585, Japan (hereinafter referred to as “KMC”) and Peerless Systems Corporation, a Delaware corporation, with offices at 2381 Rosecrans Avenue, Suite 400, El Segundo, CA 90245 (hereinafter referred to as “Peerless”). Each of KMC and Peerless is sometimes referred to as a “Party” and jointly as “Parties” in this Amendment.

RESTRICTED STOCK AND REPURCHASE AGREEMENT
Restricted Stock and Repurchase Agreement • April 3rd, 2008 • Peerless Systems Corp • Services-prepackaged software • Delaware

THIS RESTRICTED STOCK AND REPURCHASE AGREEMENT (this “Agreement”) is made this 26th day of February, 2008, by and between T1 Delaware Corporation, a Delaware corporation (the “Company”), and Andrew Lombard, an individual (“Purchaser”).

ASSET PURCHASE AGREEMENT among PEERLESS SYSTEMS CORPORATION, PEERLESS DOCUMENT MANAGEMENT CORPORATION, PRISM SOFTWARE CORPORATION and CERTAIN STOCKHOLDERS OF PRISM SOFTWARE CORPORATION February 22, 2008
Asset Purchase Agreement • February 27th, 2008 • Peerless Systems Corp • Services-prepackaged software • California

THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into on February 22, 2008, by and among (a) Peerless Systems Corporation, a Delaware corporation (“Parent”), (b) Peerless Document Management Corporation, a Delaware corporation and wholly owned subsidiary of Parent (“Buyer,” and together with Parent, the “Buying Parties”), (c) Prism Software Corporation, a Delaware corporation (“Seller”) and (d) solely for purposes of Sections 3.30 and 7.2 of this Agreement, Conrad von Bibra and Carl von Bibra (the “Key Stockholders”).

Memorandum of Understanding
Peerless Systems Corp • May 2nd, 2005 • Services-prepackaged software

This Memorandum of Understanding (this “MOU”) is made and entered into as of February 1, 2005 by and between Kyocera Mita Corporation, a Japanese corporation, having its principal place of business at 2-28, 1-chome, Tamatsukuri, Chuo-ku, Osaka 540-8585, Japan (“KMC”) and Peerless Systems Corporation, a Delaware corporation, having its principal place of business at 2381 Rosecrans Avenue, El Segundo, CA 90245 (“Peerless”).

MASTER DEVELOPMENT AGREEMENT
Master Development Agreement • June 11th, 2007 • Peerless Systems Corp • Services-prepackaged software • California

This Master Development Agreement (this “Agreement” or “MDA”) is entered into effective as of February 1, 2005 (the “Effective Date”) by and between Kyocera Mita Corporation, a Japanese corporation, (“KYOCERA MITA”) and Peerless Systems Corporation, a Delaware corporation (“PEERLESS”). Each of KYOCERA MITA and PEERLESS is sometimes referred to individually as a “Party” or collectively as the “Parties”.

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