EX-10.2
from SC TO-C
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page
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. Sincerely, Caburn Management, LP By: /S/ Edward Ramsden Name: Edward Ramsden Title: Managing Partner /S/ Edward Ramsden Edward Ramsden
12/34/56
EX-10.2
from 8-K
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page
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. Sincerely, Caburn Management, LP By: /S/ Edward Ramsden Name: Edward Ramsden Title: Managing Partner /S/ Edward Ramsden Edward Ramsden
12/34/56
