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PEERLESS SYSTEMS CORP filed this Form 8-K on 02/19/2015
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Agreement between Directors and Corporation. The provisions of this Article shall be deemed to be a contract with each director of this Corporation who serves as such at any time while this Article is in effect, and each such director shall be deemed to be serving as such in reliance on the provisions of this Article. Any amendment or repeal of this Article or adoption of any Bylaw of this Corporation or other provision of the Certificate of Incorporation of this Corporation which has the effect of increasing director liability shall operate prospectively only and shall not affect any action taken, or any failure to act, by a director of this Corporation prior to such amendment, repeal, Bylaw or other provision becoming effective.




The Corporation reserves the right to amend, alter or repeal any provision contained in this certificate of incorporation in the manner now or hereafter prescribed by statute, and all rights of stockholders herein are subject to this reservation.




The Corporation shall indemnify directors and officers of the Corporation to the fullest extent permitted by law.


IN WITNESS WHEREOF, I have hereunto set my hand and seal this 12th day of February, 2015.




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