Attached files
| file | filename |
|---|---|
| 8-K - PEERLESS SYSTEMS CORP | v195448_8k.htm |
| EX-10.1 - PEERLESS SYSTEMS CORP | v195448_ex10-1.htm |
| EX-99.1 - PEERLESS SYSTEMS CORP | v195448_ex99-1.htm |
August
26, 2010
Peerless
Systems Corporation
2361
Rosecrans Avenue
El
Segundo, CA 90254
Ladies
and Gentlemen:
As of the
date hereof, Edward Ramsden (“Mr. Ramsden”) beneficially owns 323,672 shares of
common stock (the “Common Stock”) of Peerless Systems Corporation (the
“Company”) and options to acquire 30,000 shares of Common Stock, which options
are unvested. Such 323,672 shares of Common Stock (the “Caburn
Shares”) are directly owned by funds and accounts for which Caburn Management
LP, a company which Mr. Ramsden may be deemed to control, serves as investment
manager. Except as expressly set forth herein, Mr. Ramsden and Caburn
do not beneficially own any shares of Common Stock. For the purposes
of this letter, the term “beneficial ownership” shall have the meaning set forth
in Section 13(d) of the Securities Exchange Act of 1934, as amended, and the
rules promulgated thereunder.
Simultaneously herewith, the Board of
Directors of the Company (the “Board”) is approving a public tender offer (the
“Tender Offer”) whereby the Company will repurchase from its stockholders up to
13,846,153 shares of Common Stock at a price of $3.25 per
share. Caburn hereby agrees to tender into the Tender Offer all of
the Caburn Shares and to not withdraw such shares unless and until the Tender
Offer expires or is terminated. Mr. Ramsden hereby agrees to resign
from the Board effective immediately upon closing of the Tender
Offer.
Caburn and Mr. Ramsden acknowledge
that the Board is relying on this letter in approving the Tender Offer. Caburn
and Mr. Ramsden further acknowledge and agree that damages would be an
inadequate remedy for a breach of the agreements set forth herein and that their
obligations hereto shall be specifically enforceable by the Company, in addition
to any other remedy which may be available at law or in equity.
|
Sincerely,
CABURN MANAGEMENT,
LP
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By:
|
/s/ Edward Ramsden | |
| Name: | Edward Ramsden | ||
| Title: | Managing Partner | ||
| /s/ Edward Ramsden | |||
| Edward Ramsden | |||