AGREEMENT AND PLAN OF MERGER by and among MOBIUS ACQUISITION, LLC, MOBIUS ACQUISITION MERGER SUB, INC., and PEERLESS SYSTEMS CORPORATION Dated as of December 22, 2014Agreement and Plan of Merger • December 24th, 2014 • Peerless Systems Corp • Services-prepackaged software • Delaware
THIS AGREEMENT AND PLAN OF MERGER, dated as of December 22, 2014 (this “Agreement”), is made by and among Mobius Acquisition, LLC, a Delaware limited liability company (“Parent”), Mobius Acquisition Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Acquisition Sub”), and Peerless Systems Corporation, a Delaware corporation (the “Company”). Certain capitalized terms used herein but not otherwise defined shall have the meanings set forth in ARTICLE IX.
