AMENDED AND RESTATED NOMINATION AGREEMENTNomination Agreement • August 27th, 2010 • Peerless Systems Corp • Services-prepackaged software • Delaware
This Amended and Restated Nomination Agreement, dated as of the 26th day of August, 2010 (this “Agreement”), amends and restates the Nomination Agreement, dated May 14, 2009 (the “Original 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 together with Bylinsky, the “Bandera Directors”) 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.
