NETREON, INC.



                            SERIES A PREFERRED STOCK

                             CONTRIBUTION AGREEMENT



                                JANUARY 29, 2002



<PAGE>





                                  NETREON, INC.



                            SERIES A PREFERRED STOCK

                             CONTRIBUTION AGREEMENT



     This Series A Preferred Stock Contribution Agreement (the "Agreement") is

made and entered into as of January 29, 2002, by and between Netreon, Inc., a

Delaware corporation (the "Company"), and Peerless Systems Corporation, a

Delaware corporation ("Peerless").



                                    Recitals



     Whereas, the transactions contemplated herein are intended to qualify as a

tax-free reorganization under Section 354 of the Internal Revenue Code of 1986,

as amended;



     Whereas, the Company desires to exchange seven million seven hundred

fourteen thousand two hundred eighty-six (7,714,286) of its Series A Preferred

Stock (the "Preferred Shares") for all of the outstanding capital stock of

Netreon, Inc. a California corporation ("Netreon California" and the "Netreon

California Stock") all of which is held by Peerless, on the terms and conditions

set forth herein; and



     Whereas, Peerless desires to exchange all of the outstanding capital stock

of Netreon California held by it for the Preferred Shares on the terms and

conditions set forth herein.



                                    Agreement



     Now, Therefore, in consideration of the foregoing recitals and the mutual

promises, representations, warranties, and covenants hereinafter set forth and

for other good and valuable consideration, the receipt and sufficiency of which

are hereby acknowledged, the parties hereto agree as follows:





     1.   Agreement to Exchange.



          1.1 Authorization of Shares. The Company has authorized (a) the

issuance to Peerless of the Preferred Shares and (b) the issuance of such shares

of Common Stock issuable upon conversion of the Preferred Shares (the

"Conversion Shares"). The Preferred Shares and the Conversion Shares have the

rights, preferences, privileges and restrictions set forth in the Amended and

Restated Certificate of Incorporation of the Company, in the form attached

hereto as Exhibit A (the "Restated Charter").



          1.2 Issuance and Exchange. Subject to the terms and conditions hereof,

at the Closing (as hereinafter defined), the Company hereby agrees to issue to

Peerless a stock certificate evidencing the Preferred Shares and Peerless agrees

to deliver to the Company stock certificates evidencing its ownership of Netreon

California.



                                       1.



<PAGE>



          1.3 Value. The parties hereby agree that the Preferred Shares shall

have a deemed value per share of thirty-five cents ($0.35) and that they will

take no action inconsistent with such deemed value.



     2.   Closing, Delivery And Payment.



          2.1 Closing. The closing of the issuance and exchange of the Preferred

Shares under this Agreement (the "Closing") shall take place at 1:00 p.m. on the

date hereof, at the offices of Cooley Godward LLP, Five Palo Alto Square, 3000

El Camino Real, Palo Alto, CA, 94306-2155 or at such other time or place as the

Company and Peerless' may mutually agree (such date is hereinafter referred to

as the "Closing Date").



          2.2 Delivery. At the Closing, subject to the terms and conditions

hereof, the Company will deliver to Peerless a certificate representing seven

million seven hundred fourteen thousand two hundred eighty-six (7,714,286)

shares of Series A Preferred Stock against delivery of one of more stock

certificates evidencing Peerless' one hundred percent (100%) ownership of

Netreon California.



     3.   Representations and Warranties of the Company.



          The Company hereby represents and warrants to Peerless as of the date

of this Agreement as set forth below.



          3.1 Organization, Good Standing and Qualification. The Company is a

corporation duly organized, validly existing and in good standing under the laws

of the State of Delaware. The Company has all requisite corporate power and

authority to own and operate its properties and assets. The Company has all

requisite power and authority to execute and deliver this Agreement, to issue

and exchange the Preferred Shares and the Conversion Shares, and to carry out

the provisions of this Agreement and the Restated Charter and to carry on its

business as presently conducted. The Company is duly qualified and authorized to

do business and is in good standing as a foreign corporation in all

jurisdictions in which the nature of its activities and of its properties (both

owned and leased) makes such qualification necessary, except for those

jurisdictions in which failure to do so would not have a material adverse effect

on the Company or its business.

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC