Exhibit
10.1

    


    NOMINATION
AGREEMENT

    


    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.

     

    WHEREAS,
on April 29, 2009, the Company’s Board of Directors (the “Board”) voted to
reduce the size of the Board from six to five members effective as of the date
of the Company’s 2009 annual meeting of stockholders expected to be held on June
5, 2009 (the “2009
Annual Meeting”);

     

    WHEREAS,
on May 1, 2009, the Company filed with the Securities and Exchange Commission
(the “SEC”) a
proxy statement (the “Proxy Statement”) for
the election of five directors at the 2009 Annual Meeting, having a filing date
of May 4, 2009;

     

    WHEREAS,
the Company received from Bandera Partners a letter, dated May 5, 2009,
requesting that the Company appoint Gramm to the Board;

     

    WHEREAS,
the Company received on May 8, 2009 from Cede & Co., acting at the request
of its principal, Goldman Sachs Execution & Clearing, L.P., on behalf of
BMF,  a notice letter nominating Bylinsky, Gramm and Edward Ramsden
for election to the Board at the 2009 Annual Meeting (the “Bandera Stockholder
Nominations”);

     

    WHEREAS,
following further discussions with Bandera Partners, the Nominating and
Corporate Governance Committee of the Board has reviewed the qualifications of
both Gramm and Bylinsky (the “Bandera
Directors”);

     

    WHEREAS,
conditional upon the execution of this Agreement, the Nominating and Corporate
Governance Committee has (i) determined that the Bandera Directors are
“independent” as defined under NASDAQ listing rules applicable to directors and
members of the nominating committee, as may be amended from time to time (the
“General NASDAQ
Independence Standards”), and (ii) resolved to nominate the Bandera
Directors, and three other nominees, for election to the Board at the 2009
Annual Meeting; and

     

    WHEREAS,
the Company and the Bandera Parties have come to an agreement with respect to
certain matters related to the Bandera Directors and the Bandera Parties’
investment in the Company, as provided in this Agreement.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    NOW,
THEREFORE, in consideration of the foregoing premises and the respective
representations, warranties, covenants and agreements hereinafter set forth,
and, intending to be legally bound hereby, the parties hereby agree as
follows:

     

    1.           Bandera Board
Appointment.

     

    (a)           Bandera Board
Appointments.  The Company hereby agrees to nominate Bylinsky
and Gramm for election at the 2009 Annual Meeting to the Board, to serve until
the Company’s 2010 annual meeting of stockholders (the “2010 Annual
Meeting”).  As soon as practicable after the date hereof, the
Company shall file an amended and restated Proxy Statement with the SEC to
include Bylinsky and Gramm as nominees for director of the Company and mail such
amended and restated Proxy Statement and the accompanying proxy card to all
stockholders entitled to vote at the 2009 Annual Meeting.  The
language relating to such amended and restated Proxy Statement, the proxy card
and all other proxy solicitation materials shall be in a form reasonably
acceptable to the Bandera Parties.  The Company hereby agrees to use
its best efforts to cause the election of the Bandera Directors to the Board at
the 2009 Annual Meeting, including, without limitation, supporting them for
election in a manner no less rigorous and favorable than the manner in which the
Company supports its other nominees, in the aggregate.  In connection
with the amendment of the Proxy Statement and the Nominating and Corporate
Governance Committee’s nomination and determination of independence, each of the
Bandera Directors shall complete a director’s questionnaire provided by the
Company, which shall be true, complete and correct in all material
respects.  Each of the Bandera Directors shall be entitled to the same
rights and benefits, including with respect to insurance, indemnification,
compensation and fees, as are applicable to all independent directors of the
Company.

     

    (b)           Number and Identity of
Nominees.  The Nominating and Corporate Governance Committee
shall nominate five (and not more than five) persons for election at the 2009
Annual Meeting to the Board.  In addition to Bylinsky and Gramm,
Steven M. Bathgate, Timothy E. Brog and Jeffrey Hammer shall be nominated by the
Nominating and Corporate Governance Committee for election at the 2009 Annual
Meeting to the Board.

     

    (c)           Withdrawal of the Bandera
Stockholder Nominations.  Bandera Master Fund hereby agrees to
cause the Bandera Stockholder Nominations to be withdrawn as soon as practicable
after the date hereof.

     

    (d)           Vacancy.  If
on or before the date of the 2010 Annual Meeting, any Bandera Director leaves
the Board (whether by resignation or otherwise), the Bandera Parties shall be
entitled to recommend to the Nominating and Corporate Governance Committee a
replacement nominee; provided; that such
nominee shall be subject to the approval of the Nominating and Corporate
Governance Committee and shall be a person who (i) may reasonably be determined
by the Nominating and Corporate Governance Committee to be “independent” under
the General NASDAQ Independence Standards and (ii) meets the other requirements
for the Company’s directors pursuant to the Company’s certificate of
incorporation, bylaws and other governance documents, each as may be amended
from time to time.  The Nominating and Corporate Governance Committee
will not unreasonably withhold, or delay beyond five business days, its approval
and nomination of any replacement director recommended by the Bandera
Parties.  No later than five business days after the Nominating and
Corporate Governance Committee’s approval and nomination of a replacement
director recommended by the Bandera Parties pursuant to this Section 1(d), the
Board will appoint such replacement director to the Board, and such replacement
director will be a Bandera Director and shall be required to sign this
Agreement.  In the event the Nominating and Corporate Governance
Committee does not approve and nominate a replacement director recommended by
the Bandera Parties, the Bandera Parties will have the right to recommend
another replacement director for consideration by the Nominating and Corporate
Governance Committee in accordance with this Section 1(d).

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

    (e)           Board Committees and
Meetings.

     

    (i) Committees.  For
so long as a Bandera Director serves on the Board, (A) one Bandera Director
shall be on the Nominating and Corporate Governance Committee and (B) one
Bandera Director shall be on the Strategic Committee.

     

    (ii)           Meetings.  As
long as each Bandera Director serves on the Board, such Bandera Director shall
be given the same amount of advance notice of any meeting of the entire Board
and of any Committee of the Board of which such Bandera Director is a member as
is given to any other director of the Company.

     

    (f)           Decrease in Beneficial
Ownership.

     

    (i)           Dilution Below
16%.  Within two business days of the first date hereafter on
which the Bandera Parties become aware that their beneficial ownership of the
Company’s Voting Securities has fallen below 16% of the then outstanding Voting
Securities, the Bandera Parties shall (A) provide written notice thereof to the
Company and (B) cause one of the Bandera Directors to resign from the Board;
provided, that
the Nominating and Corporate Governance Committee, by a majority vote of all
Committee members other than the Bandera Director appointed to such Committee,
shall have the right, in its sole discretion, to waive the resignation
requirement set forth in the foregoing clause (B).

     

    (ii)           Dilution Below
10%.  Within two business days of the first date hereafter on
which the Bandera Parties become aware that their beneficial ownership of the
Company’s Voting Securities has fallen below 10% of the then outstanding Voting
Securities, the Bandera Parties shall (A) provide written notice thereof to the
Company and (B) cause both of the Bandera Directors (or the sole remaining
Bandera Director, as the case may be) to resign from the Board; provided, that the
Nominating and Corporate Governance Committee, by a majority vote of all
Committee members other than the Bandera Director appointed to such Committee,
shall have the right, in its sole discretion, to waive the resignation
requirement set forth in the foregoing clause (B).

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

    (iii)           Sell-Down.  Within
two business days of the first date hereafter on which the Bandera Parties’
beneficial ownership of the Company’s common stock (“Common Stock”) falls
below 75% of the aggregate number of shares of Common Stock reported as being
beneficially owned by Bandera Partners on the Schedule 13D filed with the SEC on
May 5, 2009 (the “Bandera 13D”) as a
result of sales or other dispositions of shares by the Bandera Parties, with
such aggregate number of shares being subject to adjustment to proportionally
account for any stock split, reverse stock split or stock dividend, the Bandera
Parties shall (A) provide written notice thereof to the Company and (B) cause
both of the Bandera Directors to resign from the Board; provided, that the
Nominating and Corporate Governance Committee, by a majority vote of all
Committee members other than the Bandera Director appointed to such Committee,
shall have the right, in its sole discretion, to waive the resignation
requirement set forth in the foregoing clause (ii).

     

    2.           Voting and the 2009 Annual
Meeting.

     

    (a)           Voting.  For
so long as a Bandera Director remains on the Board, at each meeting of the
Company’s stockholders, and with respect to each other matter presented to a
vote of the Company’s stockholders, each Bandera Party will vote, and will cause
its respective Affiliates and Associates (as such terms are defined in Section 12) to vote,
all Voting Securities (as such term is defined in Section 12)
beneficially owned by it in the manner recommended by a majority of the
Company’s Board.

     

    (b)           2009 Annual Meeting
Date.  The Company will hold its 2009 Annual Meeting on
such date as is determined by the Board; provided, that the
Company will use its reasonable best efforts to cause the 2009 Annual Meeting to
be held on June 5, 2009.

     

    3.           Termination.  

     

    (a)           This
Agreement will remain in full force and effect and will be fully binding on the
parties hereto in accordance with the provisions hereof until November 11,
2010.  Notwithstanding the foregoing and paragraphs (b) and (c) below,
Section 16 and
Section 17 will
indefinitely survive any termination of this Agreement.

     

    (b)           Notwithstanding
paragraphs (a) above and (c) below, this Agreement may be terminated by the
Bandera Parties immediately following:

     

    (i)           the
vote of Company stockholders at the 2009 Annual Meeting for the election of
directors if such vote does not result in the election to the Board of (A) both
Bandera Directors and (B) Steven M. Bathgate or an alternative independent
director acceptable to, and approved in writing by, Bandera Partners in its
reasonable discretion; and

     

    (ii)           any
material breach of any representation or warranty or covenant made by the
Company under this Agreement; provided, in the case
of a breach of any covenant for which a cure is reasonably practicable, that the
Bandera Parties have delivered written notice to the Company of such breach and
such breach is not cured within five (5) business days after the Company
receives written notice of such breach.

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

    (c)           Notwithstanding
paragraphs (a) and (b) above, all obligations of the Company under this
Agreement shall terminate upon, and the Bandera Parties shall cause the Bandera
Directors to resign within three business days of, any material breach of any
representation or warranty or covenant made by any Bandera Party under this
Agreement; provided, in the case
of a breach of any covenant for which a cure is reasonably practicable, that the
Company has delivered written notice to the Bandera Parties of such breach and
such breach is not cured within five (5) business days after the Bandera Parties
receive written notice of such breach; and provided, further, that the
Bandera Parties shall continue to be obligated under Section 4 after such
termination until November 11, 2010.

     

    4.           Standstill.

     

    (a)           During
the period commencing on the date of this Agreement and ending on the date of
termination of this Agreement, each Bandera Party agrees that, without the prior
written consent of the Company, which consent shall have been specifically
expressed in a written resolution adopted by a majority vote of all Board
members other than the Bandera Directors, it will not, and will cause each of
its Affiliates, Associates (as such terms are defined in Section 12),
officers, agents and other Persons acting on its behalf not to:

     

    (i)           acquire,
offer or propose to acquire, or agree to acquire, directly or indirectly,
whether by purchase, tender or exchange offer, through the acquisition of
control of another Person (as such term is defined in Section 12), by
joining a partnership, limited partnership, syndicate or other “group” (within
the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as
amended (the “Exchange
Act”)), or otherwise, any Voting Securities (as such term is defined in
Section 12), or
otherwise become the beneficial owner (as such term is defined in Section 12) of any
Voting Securities; provided,
that no such acquisition shall be deemed to occur solely due to a stock split,
reverse stock split, stock dividend, cancellation or repurchase of Voting
Securities, reclassification, reorganization or other transaction affecting the
Voting Securities generally.

     

    (ii)           engage,
or in any way participate, directly or indirectly, in any “solicitation” (as
such term is defined in Rule 14a-1(l) promulgated by the SEC under the Exchange
Act) of proxies or consents (whether or not relating to the election or removal
of directors); seek to advise, encourage or influence any Person with respect to
the voting of any Voting Securities in any manner other than that recommended by
a majority of the Board; initiate, propose or otherwise “solicit” (as such term
is defined in Rule 14a-1(l) promulgated by the SEC under the Exchange Act)
stockholders of the Company for the approval of stockholder proposals whether
made pursuant to Rule 14a-8 or Rule 14a-4 under the Exchange Act or otherwise;
induce or attempt to induce any other Person to initiate any such stockholder
proposal; or otherwise communicate or seek to communicate with the Company’s
stockholders or others pursuant to Rule 14a-1(l)(2)(iv) under the Exchange Act;
provided, that
this Section 4(b)(ii) shall not prohibit any Bandera Party from (A) voting,
in such manner as it may determine in its sole discretion, any of the Voting
Securities reported as being beneficially owned by Bandera Partners on the
Bandera 13D; provided, however, this
subparagraph (A) shall only be applicable if the Bandera Party has been advised
in writing by its outside counsel that voting such Voting Securities based upon
the recommendation of the Board would breach a fiduciary duty owed to its
investors, (B) communicating with the Company or any officer or director of
the Company in a non-public manner or (C) communicating with any Person who
is an investor in any of the Bandera Parties in a non-public
manner;

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

    (iii)           form,
join or in any way participate in any “group” (within the meaning of Rule 13d-5
of Regulation 13D-G under the Exchange Act) with respect to any Voting
Securities with any Person not identified in the Bandera 13D;

     

    (iv)           deposit
any Voting Securities in any voting trust or subject any Voting Securities to
any arrangement or agreement with respect to the voting of any Voting
Securities, except with a Bandera Party or as expressly set forth in this
Agreement;

     

    (v)           seek
to have called, or cause to be called, any meeting of the stockholders of the
Company;

     

    (vi)           make
any public demand to inspect the books and records of the Company, including
pursuant to any statutory right that the Bandera Parties may have;

     

    (vii)           enter
into any arrangements, understanding or agreements (whether written or oral)
with, or advise, finance, assist or encourage, any other Person in connection
with any of the foregoing, or make any investment in, any other Person that, to
the best knowledge of the Bandera Parties at the time such investment is made,
engages, or offers or proposes to engage, in any of the foregoing;

     

    (viii)                      make
any proposal (including the public disclosure or discussion of any proposal) or
statement regarding any of the foregoing, or publicly disclose any intention,
plan or arrangement (whether written or oral) inconsistent with the foregoing,
or make or publicly disclose any request to amend, waive or terminate any
provision of this Agreement; provided, that this
Section 4(b)(viii) shall not prohibit any Bandera Party from communicating with
the Company or any officer or director of the Company in a non-public manner;
or

     

    (ix)           take,
or cause or induce others to take, any action inconsistent with any of the
foregoing.

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

    (b)           During
the period commencing on the date of this Agreement and ending on the date of
the 2009 Annual Meeting, each Bandera Party agrees that, without the prior
written consent of the Company, which consent shall have been specifically
expressed in a written resolution adopted by a majority vote of all Board
members, it will not, and will cause each of its Affiliates, Associates,
officers, agents and other Persons acting on its behalf not to:

     

    (i)           directly
or indirectly enter into any agreement, arrangement, understanding or contract
(whether written or oral) with any other stockholder or director of the Company
with respect to the Company, the Common Stock or other securities of the
Company, other than the terms set forth in this Agreement;

     

    (ii)           enter
into any arrangements, understanding or agreements (whether written or oral)
with, or advise, finance, assist or encourage, any other Person in connection
with any of the foregoing, or make any investment in, any other Person that, to
the best knowledge of the Bandera Parties at the time such investment is made,
engages, or offers or proposes to engage, in any of the foregoing;
or

     

    (iii)           take,
or cause or induce others to take, any action inconsistent with any of the
foregoing.

     

    5.           Inspection.  For
so long as this Agreement shall remain in effect, this Agreement shall be made
available for inspection by any stockholder at the principal executive offices
of the Company.

     

    6.           Insider Trading; SEC
Filings.  During the term of this Agreement, each of the
Bandera Parties shall be bound by, and shall cause its Associates and Affiliates
to be bound by, the Company’s Insider Trading Compliance Program, as such
program may be amended from time to time by the Board.  A copy of such
program as in effect as of the day hereof, has been provided to the Bandera
Parties.  Each of the Bandera Parties agrees to timely file such
reports as may be required by applicable law with respect to their Voting
Securities, including, but not limited to, reports under Sections 13(d) and 16
of the Exchange Act.

     

    7.           Representations and
Warranties of Bandera Parties.  The Bandera Parties jointly and
severally represent and warrant to the Company as follows:

     

    (a)           Each
Bandera Party has the power and authority to execute, deliver and carry out the
terms and provisions of this Agreement and to consummate the transactions
contemplated hereby.

     

    (b)           This
Agreement has been duly and validly authorized, executed, and delivered by each
Bandera Party, constitutes a valid and binding obligation and agreement of each
Bandera Party, and is enforceable against each Bandera Party in accordance with
its terms.

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

    

    (c)           The
aggregate number of shares of Common Stock reported as being beneficially owned
by Bandera Partners on the Bandera 13D are beneficially owned by Bandera
Partners (as disclosed on the Bandera 13D) as of the date hereof, and such
shares of Common Stock constitute all of the Voting Securities owned by the
Bandera Parties and their Affiliates and Associates as of the date
hereof.

     

    (d)           Each
of the Bandera Directors has completed and delivered to the Company a director’s
questionnaire provided by the Company, which is true, complete and correct in
all material respects as of the date hereof.

     

    (e)           As
of the date hereof, none of the Bandera Parties has any direct or indirect
agreement, arrangement, understanding or contract (whether written or oral) with
any other stockholder, employee, agent or director of the Company with respect
to the Company, the Common Stock or other securities of the Company, other than
the terms set forth in this Agreement.

     

    8.           Representations and
Warranties of the Company.  The Company hereby represents and
warrants as follows:

     

    (a)           The
Company has the corporate power and authority to execute, deliver and carry out
the terms and provisions of this Agreement and to consummate the transactions
contemplated hereby.

     

    (b)           This
Agreement has been duly and validly authorized, executed and delivered by the
Company, constitutes a valid and binding obligation and agreement of the
Company, and is enforceable against the Company in accordance with its
terms.

     

    (c)           On
April 29, 2009, the Board voted to reduce the size of the Board from six to five
members effective as of the date of the 2009 Annual Meeting, and such vote has
not been, and will not at any time prior to the 2009 Annual Meeting be, revoked,
rescinded or superseded by any subsequent vote of the Board.

     

    (d)           The
Company has not received any nominations by stockholders pursuant to Article
III, Section 5(c) of its bylaws with respect to the 2009 Annual Meeting, other
than the Bandera Stockholder Nominations.

     

    (e)           The
Company has not mailed or otherwise delivered, and will not mail or otherwise
deliver, a Proxy Statement and proxy card substantially in the form filed with
the SEC on May 1, 2009 (with a filing date of May 4, 2009) to its
stockholders.

     

    (f)           On
May 12, 2009, the Nominating and Corporate Governance Committee
(i) determined that each of the Bandera Directors is “independent” under
the Listing General NASDAQ Independence Standards, and (ii) conditional
upon the execution of this Agreement, resolved to nominate the Bandera Directors
and Timothy Brog, Jeffrey Hammer and Steven Bathgate for election to the Board
at the 2009 Annual Meeting.

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

    

    (g)           The
2009 annual meeting of the Board will be held immediately following (and not
before) the 2009 Annual Meeting.  As of such annual meeting of the
Board, unless otherwise unanimously agreed to by the Board at such meeting,
there will be no committees of the Board other than the Audit Committee, the
Compensation Committee, the Nominating and Corporate Governance Committee and
the Strategic Committee.

     

    (h)           True,
complete and correct copies of the Company’s certificate of incorporation or
bylaws in full force and effect as of the date hereof are attached to this
Agreement as Exhibits 1 and 2, respectively.  The Board will not
approve any amendment to the Company’s certificate of incorporation or bylaws,
or any certificate of designations of preferred stock, prior to the 2009 annual
meeting of the Board.

     

    9.           Specific
Performance.  Each of the Bandera Parties, on the one hand, and
the Company, on the other hand, acknowledges and agrees that irreparable injury
to the other party hereto would occur in the event any of the provisions of this
Agreement were not performed in accordance with their specific terms or were
otherwise breached and that such injury would not be adequately compensable in
damages.  It is accordingly agreed that the Bandera Parties, on the
one hand, and the Company, on the other hand (the “Moving Party”), will
each be entitled to specific enforcement of, and injunctive relief to prevent
any violation of, the terms hereof and the other party hereto will not take
action, directly or indirectly, in opposition to the Moving Party seeking such
relief on the grounds that any other remedy or relief is available at law or in
equity.

     

    10.           Invalid
Provisions.  If any provision of this Agreement is held to be
illegal, invalid or unenforceable under any present or future law, and if the
rights or obligations of any party hereto under this Agreement will not be
materially and adversely affected thereby, (a) such provision will be fully
severable, (b) this Agreement will be construed and enforced as if such illegal,
invalid or unenforceable provision had never comprised a part hereof, (c) the
remaining provisions of this Agreement will remain in full force and effect and
will not be affected by the illegal, invalid or unenforceable provision or by
its severance herefrom and (d) in lieu of such illegal, invalid or unenforceable
provision, there will be added automatically as a part of this Agreement a
legal, valid and enforceable provision as similar in terms to such illegal,
invalid or unenforceable provision as may be possible.

     

    11.           No
Waiver.  This Agreement may be waived only by a written
instrument duly signed by the party (or, in the case of the Bandera Parties, the
Representative (as defined in Section 19)) against
whom such waiver may be sought to be enforced, except as otherwise expressly
provided in Section
1(f).  Any waiver by either the Representative or the Company
of a breach of any provision of this Agreement will not operate as or be
construed to be a waiver of any other breach of such provision or of any breach
of any other provision of this Agreement.  The failure of either the
Representative or the Company to insist upon strict adherence to any term of
this Agreement on one or more occasions will not be considered a waiver or
deprive that party of the right thereafter to insist upon strict adherence to
that term or any other term of this Agreement.

     

    
      
         

      

      
        9

        
          

        

      

      
         

      

    

    12.           Certain
Definitions.  As used in this Agreement,

     

    (a)           “Person” will mean any
individual, partnership, corporation, group, syndicate, trust, government or
agency, or any other organization, entity or enterprise;

     

    (b)           “Affiliates” and
“Associates”
will have the meanings set forth in Rule 12b-2 under the Exchange Act and will
include Persons who become Affiliates or Associates of any Person subsequent to
the date hereof;

     

    (c)           “Voting Securities”
will mean any securities of the Company entitled, or which may be entitled, to
vote in the election of directors, or securities convertible into or exercisable
or exchangeable for such securities, whether or not subject to passage of time
or other contingencies;  and

     

    (d)           “beneficial owner” and
“beneficially
own” have the same meanings as set forth in Rule 13d-3 promulgated by the
SEC under the Exchange Act.

     

    13.           Successors and
Assigns.  Neither this Agreement nor any right, interest or
obligation hereunder may be assigned by any party hereto without the prior
written consent of the other parties hereto and any attempt to do so will be
void.  Subject to the preceding sentence, this Agreement is binding
upon, inures to the benefit of and is enforceable by the parties hereto and
their respective successors and assigns.

     

    14.           Reserved.

     

    15.           Headings.  The
section headings contained in this Agreement are for reference purposes only and
will not affect in any way the meaning or interpretation of this
Agreement.

     

    16.           Notices. All notices,
demands and other communications to be given or delivered under or by reason of
the provisions of this Agreement will be in writing and will be deemed to have
been given (a) when delivered by hand (with written confirmation of receipt),
(b) upon sending if sent by facsimile during regular business hours or on the
next business day, if sent by facsimile after regular business hours, in each
case with electronic confirmation of sending; provided, that a copy
is sent on the same day by registered mail, return receipt requested, in each
case to the appropriate mailing address set forth below (or to such other
mailing address as a party may designate by notice to the other parties in
accordance with this Section 16), (c)
one (1) day after being sent by nationally recognized overnight carrier to the
addresses set forth below (or to such other mailing addresses as a party may
designate by notice to the other parties in accordance with this Section 16) or (d)
when actually delivered if sent by any other method that results in delivery
(with written confirmation of receipt):

     

    
      
         

      

      
        10

        
          

        

      

      
         

      

    

    If to the
Company:                               

    


    Peerless Systems
Corporation

    2381
Rosecrans Avenue

    El
Segundo, California 90254

    Attn:
Chief Executive Officer

    Telephone:                             310-536-0908

    Facsimile:                                310-536-0058

    


    with a
copy (which shall not constitute notice)
to:                      

    


    Peerless
Systems Corporation

    2381
Rosecrans Avenue

    El
Segundo, California 90254

    Attn:
Chairman of the Board

    Telephone:                             310-536-0908

    Facsimile:                                310-536-0058

    


    If to the
Bandera Parties or the Representative
to:                        

    


    Bandera
Partners LLC

    26
Broadway

    Suite
1607

    New York,
New York 10004

    Attn:
Jefferson Gramm

    Telephone:                             212-232-4583

    Facsimile:                                212-232-4586

    


    with a
copy to

    


    Robert E.
Holton, Esq.

    Arnold
& Porter LLP

    399 Park
Avenue

    New York,
New York 10022-4690

    Telephone:                             212-715-1137

    Facsimile:                                212-715-1399

    


    or to
such other address as the Person to whom notice is given may have previously
furnished to the others in writing in the manner set forth above.

     

    17.           Jurisdiction; Applicable
Law.  Each of the parties hereto (a) consents to submit itself
to the personal jurisdiction of the federal or state courts in Newcastle County
in the State of Delaware in the event any dispute arises out of this Agreement,
(b) agrees that it will not bring any action relating to this Agreement in any
court other than the federal or state courts of the State of Delaware, (c)
agrees that it will not attempt to deny or defeat such personal jurisdiction by
motion or other request for leave from any such court, and (d) agrees that
service of process in any proceeding in any such court may be made by registered
mail, return receipt requested, to the applicable address set forth in, or in
accordance with, Section
16.  This Agreement will be governed in all respects, including
validity, interpretation and effect, by the laws of the State of Delaware
applicable to contracts executed and to be performed wholly within such state
without giving effect to the choice of law principles of such
state.

     

    
      
         

      

      
        11

        
          

        

      

      
         

      

    

    18.           Counterparts.  This
Agreement may be executed in two or more counterparts, each of which will be an
original, but all of which together will constitute one and the same
Agreement.

     

    19.           Bandera
Representative.  Each of the Bandera Parties hereby irrevocably
appoints Bandera Partners as its attorney-in-fact and representative (the “Representative”), in
its place and stead, to do any and all things and to execute any and all
documents and give and receive any and all notices or instructions in connection
with this Agreement.  The Company will be entitled to rely, as being
binding on each of the Bandera Parties, upon any action taken by the
Representative or upon any document, notice, instruction or other writing given
or executed by the Representative.

     

    20.           Entire Agreement;
Amendments.  This Agreement constitutes the entire agreement of
the parties with respect to the subject matter hereof and may be amended,
modified or supplemented only by a written instrument duly executed by the
Company and the Representative.  No amendment to this Agreement shall
be deemed to be duly executed by the Company unless authorized by a written
resolution adopted by a majority vote of all Board members other than the
Bandera Directors.

     

    [Signature
Page Follows]

     

    


    
      
         

      

      
        12

        
          

        

      

      
         

      

    

     

    IN
WITNESS WHEREOF, each of the undersigned parties has executed or `caused this
Agreement to be executed or caused to be executed on its behalf on the date
first above written.

    


    
      	 	
              BANDERA
      PARTNERS LLC

            
	 	 
      	 
      
	 	
              By:

            	
              /s/
      Gregory Bylinsky

            
	 	
              Name:

            	
              Gregory
      Bylinsky

            
	 	
              Title:

            	
              Managing
      Director

            


    

    


    


    
      	 	
              BANDERA
      MASTER FUND L.P.

            
	 	
              By: 
      Bandera Partners LLC

              Its:   General
      Partner

               

            
	 	
              By:

            	
              /s/
      Gregory Bylinsky

            
	 	
              Name:

            	
              Gregory
      Bylinsky

            
	 	
              Title:

            	
              Managing
      Director

            


    

    


    


    
      	 	
              BANDERA
      PARTNERS MANAGEMENT LLC

            
	 	 
      	 
      
	 	
              By:

            	
              /s/
      Gregory Bylinsky

            
	 	
              Name:

            	
              Gregory
      Bylinsky

            
	 	
              Title:

            	
              Managing
      Director

            


    

    


    


    
      	 	
              /s/ Gregory Bylinsky

            
	 	
              Gregory
      Bylinsky

            


    

    


    


    
      	 	
              /s/ Jefferson Gramm

            
	 	
              Jefferson
      Gramm

            


    

    


    


    
      	 	
              PEERLESS
      SYSTEMS CORPORATION

            
	 	 
      	 
      
	 	 
      	 
      
	 	
              By:

            	
              /s/ Timothy Brog

            
	 	
              Name:

            	
              Timothy
      Brog

            
	 	
              Title:

            	
              Chairman
      of the Board