ASSET PURCHASE AGREEMENT among PEERLESS SYSTEMS CORPORATION, PEERLESS DOCUMENT MANAGEMENT CORPORATION, PRISM SOFTWARE CORPORATION and CERTAIN STOCKHOLDERS OF PRISM SOFTWARE CORPORATION February 22, 2008Asset 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”).
