Common use of IN TESTIMONY WHEREOF Clause in Contracts

IN TESTIMONY WHEREOF. PFSWEB, INC. has caused this Statement to be signed under its corporate seal by its _____________________ and its Secretary as of the 8th day of June, 2000. PFSWEB, INC. By: -------------------------------- Name: Title: ATTEST: -------------------------------- Name: Title: EXHIBIT B [Form of Right Certificate] Certificate No. R- __________ Rights NOT EXERCISABLE AFTER [________________] OR EARLIER IF REDEEMED OR EXCHANGED BY THE COMPANY. THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION OF THE COMPANY, AT $0.001 PER RIGHT ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT. UNDER CERTAIN CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON (AS SUCH TERM IS DEFINED IN THE RIGHTS AGREEMENT (AS HEREINAFTER DEFINED)) AND ANY SUBSEQUENT HOLDER OF SUCH RIGHTS MAY BECOME NULL AND VOID. [THE RIGHTS REPRESENTED BY THIS CERTIFICATE ARE OR WERE BENEFICIALLY OWNED BY A PERSON WHO WAS OR BECAME AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT). ACCORDINGLY, THIS RIGHT CERTIFICATE AND THE RIGHTS REPRESENTED HEREBY MAY BE OR BECOME NULL AND VOID IN THE CIRCUMSTANCES SPECIFIED IN SECTION 7(e) OF THE AGREEMENT.]1/ Right Certificate PFSWEB, INC. This certifies that , or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement, dated as of June 8, 2000 (the "Rights Agreement"), between PFSWEB, INC., a Delaware corporation (the "Company"), and CHASEMELLON SHAREHOLDER SERVICES, LLC, a New Jersey limited liability company (the "Rights Agent"), to purchase from the Company at any time after the Separation Date (as such term is defined in the Rights Agreement) and prior to the close of business (5:00 PM New York time) on July 6, 2010, at the office or offices of the Rights Agent designated for such purpose, or its successors as Rights Agent, one one-thousandth of a fully paid, nonassessable share of Series A Preferred Stock, par value $1.00 per share ("Series A 1/ The portion of the legend in brackets shall be inserted if applicable and shall replace the preceding sentence. Share") of the Company, at a purchase price of $67 per one one-thousandth of a share (the "Purchase Price"), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase and related Certificate duly executed. The number of rights evidenced by this Right Certificate (and the number of shares that may be purchased 2 exercise thereof) set forth above, and the Purchase Price per share set forth above, are the number and Purchase Price as of June 8, 2000, based on the Series A Shares as constituted at such date. Upon the occurrence of a Triggering Event (as such term is defined in the Rights Agreement), if the Rights evidenced by this Right Certificate are beneficially owned by (a) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person (as such terms are defined in the Rights Agreement), (b) a transferee of any such Acquiring Person, Associate or Affiliate or (c) under certain circumstances specified in the Rights Agreement, a transferee of a person or entity who, after such transfer, became an Acquiring Person, such Rights shall become null and void and no holder hereof shall have any right with respect to such rights from and after the occurrence of any such Triggering Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of Series A Shares or other securities or other property that may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events. ----------------- 1/ the portion of the legend in brackers shall be inserted if applicable and shall replace the preceding sentence. The Board may, at its option, at any time after the right of the Company to redeem the Rights has expired or terminated, exchange all or part of the then outstanding and exercisable Rights (other than those held by the Acquiring Person and Affiliates and Associates of the Acquiring Person) for Common Shares (as such term is defined in the Rights Agreement) at an exchange ratio of one Common Share per Right, as adjusted. Immediately upon the action of the Board ordering an exchange of the Rights, the Rights affected by such order will no longer be exercisable and thereafter the only right of the holders of such Rights will be to receive the Common Shares issuable by the Company in exchange for such Rights. This Right Certificate is subject to all of the terms, covenants and restrictions of the Rights Agreement, which terms, covenants and restrictions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Right Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights for not more than ninety (90) days at the election of the Company and under certain circumstances specified in such Rights Agreement. Copies of the Rights Agreement are on file at the office of the Rights Agent and are also available upon written request to the Company. This Right Certificate, with or without other Right Certificates, upon surrender at the office or offices of the Rights Agent designated for such purpose, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of Series A Shares as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If the Rights evidenced by this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed at a redemption price of One Tenth of One Cent ($0.001) per Right at any time prior to the earlier of (A) the date that a Person becomes an Acquiring Person (as such term is defined in the Rights Agreement) or (B) the Final Expiration Date (as such term is defined in the Rights Agreement). Immediately upon the action of the Board ordering redemption of the Rights, the Rights will no longer be exercisable; and, thereafter the only right of the holders of the Rights evidenced hereby will be to receive the Redemption Price. The terms of the Rights evidenced by this Certificate may be supplemented or amended without the approval of any holder of the Rights (or the Common Shares) as set forth in the Rights Agreement. No fractional Series A Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions that are integral multiples of one one- thousandth of a Series A Share, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made as provided in the Rights Agreement. No holder of this Right Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Series A Shares or of any other securities of the Company that may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signatures of the proper officers of the Company. Dated: ___________, 2000 PFSWEB, INC. By ---------------------------------- Name: Title: Attest --------------------- Name: Title: (Corporate Seal) Countersigned CHASEMELLON SHAREHOLDER SERVICES, LLC as Rights Agent By ------------------------

IN TESTIMONY WHEREOF. PFSWEB, INC. has caused I have hereunto set and ascribed my name and affixed my seal of office this Statement to be signed under its corporate seal by its _____________________ and its Secretary as of the 8th day of June2012. SCHEDULE 1 NUMBER OF SHARES OR AMOUNT OF STOCK DESCRIPTION OF STOCKS, 2000. PFSWEBSHARES, INC. By: -------------------------------- Name: Title: ATTEST: -------------------------------- Name: Title: EXHIBIT B [Form of Right Certificate] OR OTHER SECURITIES 136,065,969 shares represented by Certificate No. R- __________ Rights NOT EXERCISABLE AFTER [________________] OR EARLIER IF REDEEMED OR EXCHANGED BY THE COMPANY10 Common shares in the capital of Vincor International IBC Inc. 66,905,056 shares represented by Certificate No. THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION OF THE COMPANY, AT $0.001 PER RIGHT ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT12A Common shares in the capital of Vincor International IBC Inc. 6,705,832 shares represented by Certificate No. UNDER CERTAIN CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON (AS SUCH TERM IS DEFINED IN THE RIGHTS AGREEMENT (AS HEREINAFTER DEFINED)) AND ANY SUBSEQUENT HOLDER OF SUCH RIGHTS MAY BECOME NULL AND VOID. [THE RIGHTS REPRESENTED BY THIS CERTIFICATE ARE OR WERE BENEFICIALLY OWNED BY A PERSON WHO WAS OR BECAME AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT). ACCORDINGLY, THIS RIGHT CERTIFICATE AND THE RIGHTS REPRESENTED HEREBY MAY BE OR BECOME NULL AND VOID IN THE CIRCUMSTANCES SPECIFIED IN SECTION 7(e) OF THE AGREEMENT.]1/ Right Certificate PFSWEB, 13A Common shares in the capital of Vincor International IBC Inc. SCHEDULE 2 VINCOR INTERNATIONAL IBC INC. This certifies that Company No. 14141 WE, or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement, dated as of June 8, 2000 (the "Rights Agreement"), between PFSWEBCONSTELLATION BRANDS, INC., a Delaware corporation existing under · having its registered office situate at ·, (hereinafter called the "Company"“Transferor”), in consideration of the sum of [ ] paid by BANK OF AMERICA, N.A., of ·, (hereinafter called the “Transferee”) Do hereby sell, assign, and CHASEMELLON SHAREHOLDER SERVICES, LLC, a New Jersey limited liability company (transfer to the "Rights Agent"), to purchase from the Company at any time after the Separation Date (as such term is defined said Transferee [ ] common shares without nominal or par value in the Rights Agreement) capital of the VINCOR INTERNATIONAL IBC INC., of The Grove, 00 Xxxx Xxxx, Xxxxxxxxxx, Xx. Xxxxxxx,Barbados. To hold unto the said Transferee, its Executors, Administrators, and prior Assigns subject to several conditions on which we held the same immediately before the execution hereof; and the said Transferee, do hereby agree to accept the said common shares subject to the close conditions aforesaid. As Witness our Hands this day of business , 20 Signed Signed for and on behalf of by the above named Transferor Vincor International IBC Inc. in the presence of:- Signature: Address: ) Occupation: ) ) ) Name: Designation: CLAIM FOR EXEMPTION FROM AD VALOREM STAMP DUTY (5:00 PM New York time) on July 6, 2010, at the office or offices Section 24 of the Rights Agent designated for such purpose, or its successors as Rights Agent, one one-thousandth of a fully paid, nonassessable share of Series A Preferred Stock, par value $1.00 per share ("Series A 1/ The portion of the legend in brackets shall be inserted if applicable and shall replace the preceding sentence. Share"International Business Companies Act) of the Company, at a purchase price of $67 per one one-thousandth of a share (the "Purchase Price"), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase and related Certificate duly executed. The number of rights evidenced by this Right Certificate (and the number of shares that may be purchased 2 exercise thereof) set forth above, and the Purchase Price per share set forth above, are the number and Purchase Price as of June 8, 2000, based on the Series A Shares as constituted at such date. Upon the occurrence of a Triggering Event (as such term is defined in the Rights Agreement), if the Rights evidenced by this Right Certificate are beneficially owned by (a) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person (as such terms are defined in the Rights Agreement), (b) a transferee of any such Acquiring Person, Associate or Affiliate or (c) under certain circumstances specified in the Rights Agreement, a transferee of a person or entity who, after such transfer, became an Acquiring Person, such Rights shall become null and void and no holder hereof shall have any right with respect to such rights from and after the occurrence of any such Triggering Event. As provided in the Rights AgreementI, the Purchase Price and the number and kind undersigned, [ ], of Series A Shares or other securities or other property that may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events. ----------------- 1/ the portion of the legend in brackers shall be inserted if applicable and shall replace the preceding sentence. The Board may[ ], at its option, at any time after the right of the Company to redeem the Rights has expired or terminated, exchange all or part of the then outstanding and exercisable Rights (other than those held by the Acquiring Person and Affiliates and Associates of the Acquiring Person) for Common Shares (as such term is defined in the Rights Agreement) at an exchange ratio of one Common Share per Right, as adjusted. Immediately upon the action of the Board ordering an exchange of the Rights, the Rights affected by such order will no longer be exercisable and thereafter the only right of the holders of such Rights will be to receive the Common Shares issuable by the Company in exchange for such Rights. This Right Certificate is subject to all of the terms, covenants and restrictions of the Rights Agreement, which terms, covenants and restrictions are do hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Right Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights for not more than ninety (90) days at the election of the Company and under certain circumstances specified in such Rights Agreement. Copies of the Rights Agreement are on file at the office of the Rights Agent and are also available upon written request to the Company. This Right Certificate, with or without other Right Certificates, upon surrender at the office or offices of the Rights Agent designated for such purpose, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of Series A Shares as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If the Rights evidenced by this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed at a redemption price of One Tenth of One Cent ($0.001) per Right at any time prior to the earlier of (A) the date that a Person becomes an Acquiring Person (as such term is defined in the Rights Agreement) or (B) the Final Expiration Date (as such term is defined in the Rights Agreement). Immediately upon the action of the Board ordering redemption of the Rights, the Rights will no longer be exercisable; and, thereafter the only right of the holders of the Rights evidenced hereby will be to receive the Redemption Price. The terms of the Rights evidenced by this Certificate may be supplemented or amended without the approval of any holder of the Rights (or the Common Shares) as set forth in the Rights Agreement. No fractional Series A Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions that are integral multiples of one one- thousandth of a Series A Share, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made as provided in the Rights Agreement. No holder of this Right Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Series A Shares or of any other securities of the Company that may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signatures of the proper officers of the Company. Dated: ___________, 2000 PFSWEB, INC. By ---------------------------------- Name: Title: Attest --------------------- Name: Title: (Corporate Seal) Countersigned CHASEMELLON SHAREHOLDER SERVICES, LLC as Rights Agent By ------------------------declare that:

IN TESTIMONY WHEREOF. PFSWEB, INC. Anchor BanCorp Wisconsin Inc. has caused this Statement to be signed under its corporate seal by its _____________________ Chairman of the Board, President and Chief Executive Officer and attested by its Vice President and Secretary as of the 8th 22nd day of JuneJuly, 20001997. PFSWEB, ANCHOR BANCORP WISCONSIN INC. By: -------------------------------- By ------------------------------ Name: Xxxxxxx X. Xxxxxxxxx Title: Chairman of the Board, President and Chief Executive Officer ATTEST: -------------------------------- --------------------------- Name: J. Xxxxxxx Xxxxxxxxx Title: Vice President and Secretary EXHIBIT B [Form of Right Certificate] Certificate No. R- __________ Rights NOT EXERCISABLE AFTER [________________] JULY 22, 2007 OR EARLIER IF REDEEMED OR EXCHANGED BY THE COMPANY. THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION OF THE COMPANY, AT $0.001 0.01 PER RIGHT ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT. UNDER CERTAIN CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON (AS SUCH TERM IS DEFINED IN THE RIGHTS AGREEMENT (AS HEREINAFTER DEFINED)) AND ANY SUBSEQUENT HOLDER OF SUCH RIGHTS MAY BECOME NULL AND VOID. [THE RIGHTS REPRESENTED BY THIS CERTIFICATE ARE OR WERE BENEFICIALLY OWNED BY A PERSON WHO WAS OR BECAME AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT). ACCORDINGLY, THIS RIGHT CERTIFICATE AND THE RIGHTS REPRESENTED HEREBY MAY BE OR BECOME NULL AND VOID IN THE CIRCUMSTANCES SPECIFIED IN SECTION 7(e) OF THE AGREEMENT.]1/ AGREEMENT.]*/ Right Certificate PFSWEB, ANCHOR BANCORP WISCONSIN INC. This certifies that , or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement, dated as of June 8July 22, 2000 1997 (the "Rights Agreement"), between PFSWEB, INC.Anchor Bancorp Wisconsin Inc., a Delaware Wisconsin corporation (the "Company"), and CHASEMELLON SHAREHOLDER SERVICES, LLCFirstar Trust Co., a New Jersey limited liability company Wisconsin corporation (the "Rights Agent"), to purchase from the Company at any time after the Separation Date (as such term is defined in the Rights Agreement) and prior to the close of business (5:00 PM New York Milwaukee, Wisconsin time) on July 622, 2010, 2007 at the office or offices of the Rights Agent designated for such purpose, or its successors as Rights Agent, one one-thousandth hundredth of a fully paid, nonassessable share of Series A Preferred Stock, par value $1.00 0.10 per share ("Series A 1/ Share") of the Company, at a purchase price of Two Hundred Dollars ($200.00) per one one-hundredth of a share (the "Purchase Price"), upon presentation and surrender of this */ The portion of the legend in brackets shall be inserted if applicable and shall replace the preceding sentence. Share") of the Company, at a purchase price of $67 per one one-thousandth of a share (the "Purchase Price"), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase and related Certificate duly executed. The number of rights evidenced by this Right Certificate (and the number of shares that may be purchased 2 upon exercise thereof) set forth above, and the Purchase Price per share set forth above, are the number and Purchase Price as of June 8August 1, 20001997, based on the Series A Shares as constituted at such date. Upon the occurrence of a Triggering Event (as such term is defined in the Rights Agreement), if the Rights evidenced by this Right Certificate are beneficially owned by (a) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person (as such terms are defined in the Rights Agreement), (b) a transferee of any such Acquiring Person, Associate or Affiliate (other than a bona fide purchaser for value who has no knowledge that the transferor was an Acquiring Person or an Associate or Affiliate of an Acquiring Person) or (c) under certain circumstances specified in the Rights Agreement, a transferee of a person or entity who, after such transfer, became an Acquiring Person, such Rights shall become null and void and no holder hereof shall have any right with respect to such rights from and after the occurrence of any such Triggering Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of Series A Shares or other securities or other property that may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events. ----------------- 1/ the portion of the legend in brackers shall be inserted if applicable and shall replace the preceding sentence. The Board may, at its option, at any time after the right of the Company to redeem the Rights has expired or terminated, terminated (with certain exceptions) exchange all or part of the then outstanding and exercisable Rights (other than those held by the Acquiring Person and Affiliates and Associates of the Acquiring Person) for Common Shares (as such term is defined in the Rights Agreement) at an exchange ratio of one Common Share per Right, as adjusted. Immediately upon the action of the Board ordering an exchange of the Rights, the Rights affected by such order will no longer be exercisable and thereafter the only right of the holders of such Rights will be to receive the Common Shares issuable by the Company in exchange for such Rights. This Right Certificate is subject to all of the terms, covenants provisions and restrictions conditions of the Rights Agreement, which terms, covenants provisions and restrictions conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Right Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights for not more than ninety (90) days at the election of the Company and under certain circumstances specified in such Rights Agreement. Copies of the Rights Agreement are on file at the above- mentioned office of the Rights Agent and are also available upon written request to the Company. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of Series A Shares as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If the Rights evidenced by this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed at a redemption price of One Tenth of One Cent ($0.0010.01) per Right at any time prior to the close of business on the earlier to occur of (Aa) 10 Business Days (as such term in defined in the date that a Person becomes an Acquiring Person Rights Agreement) after the Shares Acquisition Date (as such term is defined in the Rights Agreement) or (Bb) 15 business days following the Final Expiration Date (commencement of a tender offer or exchange offer if, upon consummation thereof, a person or group would be the beneficial owner of 20% or more of the outstanding Common Shares, unless the period for redemption is extended as such term is defined permitted in the Rights Agreement). Thereafter, the Board of Directors of the Company ("BOARD") may only redeem the Rights in certain specified circumstances including in connection with certain events not involving an Acquiring Person or an Affiliate or Associate of an Acquiring Person. In addition, the Company's right of redemption may be reinstated if, among other things, an Acquiring Person reduces his beneficial ownership to ten percent (10%) or less of the outstanding Common Shares of the Company in a transaction or series of transactions not involving the Company. Immediately upon the action of the Board ordering redemption of the Rights, the Rights will no longer be exercisable, except where the redemption is made in connection with an event not involving an Acquiring Person or Affiliate or Associate of an Acquiring Person (in which circumstance the effective time of the redemption may be deferred); and, in general, thereafter the only right of the holders of the Rights evidenced hereby will be to receive the Redemption Price. The terms of the Rights evidenced by this Certificate may be supplemented or amended without the approval of any holder of the Rights (or the Common Shares) as set forth in the Rights Agreement. No fractional Series A Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions that are integral multiples of one one- thousandth one-hundredth of a Series A Share, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made as provided in the Rights Agreement. No holder of this Right Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Series A Shares or of any other securities of the Company that may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signatures of the proper officers of the Company. Dated: ___________, 2000 PFSWEB, [19][20]__ ANCHOR BANCORP WISCONSIN INC. By ---------------------------------- Attest________________ Name: Title: Attest --------------------- By___________________________ Name: Title: (Corporate Seal) Countersigned CHASEMELLON SHAREHOLDER SERVICESFIRSTAR TRUST CO., LLC as Rights Agent By ------------------------By___________________ [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED _____________________________________________ hereby sells, assigns and transfers unto _____________________________________ _________________________________________________________________________ (Please print name and address of Transferee) ____________________________________________________________ this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint __________________ attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated: _______________, [19][20]__ _____________________________ Signature Signature Guaranteed:

IN TESTIMONY WHEREOF. PFSWEBI have hereunto set my hand and affixed my official seal, INCat my office in ______, __ that day and year first above written. has caused this Statement My commission as Notary Public will expire on: -------------------------- Notary Public 126 EXHIBIT A TO FORM OF LIMITED WARRANTY DEED THE PREMISES [See attached copy.] 127 EXHIBIT C FORM OF BILL XX SALE FOR DEVELOPMENT ASSETS BILL XX SALE, ASSIGNMENT AND ASSUMPTION AGREEMENT Reference is made to be signed under its corporate seal by its the Exchange Option Agreement (the "Option Agreement") dated as of July 9, 2000 between ________________________________ and its Secretary as of the 8th day of June, 2000. PFSWEB, INC. By: -------------------------------- Name: Title: ATTEST: -------------------------------- Name: Title: EXHIBIT B [Form of Right Certificate] Certificate No. R- __________ Rights NOT EXERCISABLE AFTER [________________] OR EARLIER IF REDEEMED OR EXCHANGED BY THE COMPANY. THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION OF THE COMPANY, AT $0.001 PER RIGHT ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT. UNDER CERTAIN CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON (AS SUCH TERM IS DEFINED IN THE RIGHTS AGREEMENT (AS HEREINAFTER DEFINED)) AND ANY SUBSEQUENT HOLDER OF SUCH RIGHTS MAY BECOME NULL AND VOID. [THE RIGHTS REPRESENTED BY THIS CERTIFICATE ARE OR WERE BENEFICIALLY OWNED BY A PERSON WHO WAS OR BECAME AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT). ACCORDINGLY, THIS RIGHT CERTIFICATE AND THE RIGHTS REPRESENTED HEREBY MAY BE OR BECOME NULL AND VOID IN THE CIRCUMSTANCES SPECIFIED IN SECTION 7(e) OF THE AGREEMENT.]1/ Right Certificate PFSWEB, INC. This certifies that , or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement, dated as of June 8, 2000 (the "Rights AgreementDeveloper"), between PFSWEB, INC., a Delaware corporation ) and HPT Suite Properties Trust (the "CompanyInvestor"). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Option Agreement. FOR AND IN CONSIDERATION of the mutual covenants herein contained and other good and valuable consideration, the mutual receipt and CHASEMELLON SHAREHOLDER SERVICESlegal sufficiency of which are hereby acknowledged, LLCthe Developer, a New Jersey limited liability company in connection with the Developer's conveyance on this date of the Development Assets does do hereby grant, bargain, sell, assign, transfer, deliver and convey unto Investor, all of the Developer's right, title and interest in and to the following described personal property relating to the Development Property (collectively, the "Rights AgentPersonal Property"), to purchase from the Company at any time after the Separation Date (as such term is defined in the Rights Agreement) and prior to the close of business (5:00 PM New York time) on July 6, 2010, at the office or offices of the Rights Agent designated for such purpose, or its successors as Rights Agent, one one-thousandth of a fully paid, nonassessable share of Series A Preferred Stock, par value $1.00 per share ("Series A 1/ The portion of the legend in brackets shall be inserted if applicable and shall replace the preceding sentence. Share") of the Company, at a purchase price of $67 per one one-thousandth of a share (the "Purchase Price"), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase and related Certificate duly executed. The number of rights evidenced by this Right Certificate (and the number of shares that may be purchased 2 exercise thereof) set forth above, and the Purchase Price per share set forth above, are the number and Purchase Price as of June 8, 2000, based on the Series A Shares as constituted at such date. Upon the occurrence of a Triggering Event (as such term is defined in the Rights Agreement), if the Rights evidenced by this Right Certificate are beneficially owned by ): (a) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person (as such terms are defined in the Rights Agreement), FF&E; (b) a transferee of any such Acquiring Person, Associate or Affiliate or the Contracts; (c) under certain circumstances specified in the Rights Agreement, a transferee of a person or entity who, after such transfer, became an Acquiring Person, such Rights shall become null Documents; (d) the Improvements; (e) the Intangible Property; and void and no holder hereof shall have any right with respect to such rights from and after (f) the occurrence of any such Triggering Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of Series A Shares or other securities or other property that may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events. ----------------- 1/ the portion of the legend in brackers shall be inserted if applicable and shall replace the preceding sentence. The Board may, at its option, at any time after the right of the Company to redeem the Rights has expired or terminated, exchange all or part of the then outstanding and exercisable Rights (other than those held Tenant Leases owned by the Acquiring Person and Affiliates and Associates of Investor in connection with or relating to the Acquiring Person) for Common Shares (as such term is defined in Hotel at the Rights Agreement) at an exchange ratio of one Common Share per Right, as adjustedDevelopment Property. Immediately upon the action of the Board ordering an exchange of the Rights, the Rights affected by such order will no longer be exercisable and thereafter the only right of the holders of such Rights will be to receive the Common Shares issuable by the Company in exchange for such Rights. This Right Certificate is subject to TO HAVE AND TO HOLD all of the termsPersonal Property unto the Investor, covenants its successors and restrictions of the Rights Agreementassigns, which terms, covenants and restrictions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Right Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights for not more than ninety (90) days at the election of the Company and under certain circumstances specified in such Rights Agreement. Copies of the Rights Agreement are on file at the office of the Rights Agent and are also available upon written request to the Company. This Right Certificate, with or without other Right Certificates, upon surrender at the office or offices of the Rights Agent designated for such purpose, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of Series A Shares as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If the Rights evidenced by this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed at a redemption price of One Tenth of One Cent ($0.001) per Right at any time prior to the earlier of (A) the date that a Person becomes an Acquiring Person (as such term is defined in the Rights Agreement) or (B) the Final Expiration Date (as such term is defined in the Rights Agreement). Immediately upon the action of the Board ordering redemption of the Rights, the Rights will no longer be exercisable; and, thereafter the only right of the holders of the Rights evidenced hereby will be to receive the Redemption Price. The terms of the Rights evidenced by this Certificate may be supplemented or amended without the approval of any holder of the Rights (or the Common Shares) as set forth in the Rights Agreement. No fractional Series A Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions that are integral multiples of one one- thousandth of a Series A Share, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made as provided in the Rights Agreement. No holder of this Right Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Series A Shares or of any other securities of the Company that may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signatures of the proper officers of the Company. Dated: ___________, 2000 PFSWEB, INC. By ---------------------------------- Name: Title: Attest --------------------- Name: Title: (Corporate Seal) Countersigned CHASEMELLON SHAREHOLDER SERVICES, LLC as Rights Agent By ------------------------forever.

IN TESTIMONY WHEREOF. PFSWEBI have hereunto set my hand and official seal at Provo, INCUtah, this 1st day of September, 1998. has caused this Statement /s/ MARIXXX X. XXXXXXXX ----------------------- Notary Public [NOTARY STAMP] EXHIBIT A DESCRIPTION OF LEASED PREMISES The following premises in the Building known as Park East II, located at 3737 Xxxx Xxxx Xxxxx, Xxxxxxxxx, Xxxx: Xxite #202 containing 15,200 square feet. EXHIBIT A DESCRIPTION OF LEASED PREMISES The following premises in the Building known as Park East II, located at 3737 Xxxx Xxxx Xxxxx, Xxxxxxxxx, Xxxx: Xxite #109 containing 12,280 square feet. [FLOOR PLAN] EXHIBIT A DESCRIPTION OF LEASED PREMISES The following premises in the Building known as Park East II, located at 3737 Xxxx Xxxx Xxxxx, Xxxxxxxxx, Xxxx: Xxite #204 and 209 containing 4,000 square feet. [FLOOR PLAN] EXHIBIT B RULES AND REGULATIONS WINDOWS AND PROJECTIONS. Nothing shall be affixed to be signed under its corporate seal by its _____________________ and its Secretary as or projected beyond the outside of the 8th day Buildings by Lessee without the prior written consent of JuneLessor. If Lessee desires, 2000. PFSWEBand Lessor permits, INC. By: -------------------------------- Name: Title: ATTEST: -------------------------------- Name: Title: EXHIBIT B [Form of Right Certificate] Certificate No. R- __________ Rights NOT EXERCISABLE AFTER [________________] OR EARLIER IF REDEEMED OR EXCHANGED BY THE COMPANY. THE RIGHTS ARE SUBJECT TO REDEMPTIONblinds, AT THE OPTION OF THE COMPANY, AT $0.001 PER RIGHT ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT. UNDER CERTAIN CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON (AS SUCH TERM IS DEFINED IN THE RIGHTS AGREEMENT (AS HEREINAFTER DEFINED)) AND ANY SUBSEQUENT HOLDER OF SUCH RIGHTS MAY BECOME NULL AND VOID. [THE RIGHTS REPRESENTED BY THIS CERTIFICATE ARE OR WERE BENEFICIALLY OWNED BY A PERSON WHO WAS OR BECAME AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT). ACCORDINGLY, THIS RIGHT CERTIFICATE AND THE RIGHTS REPRESENTED HEREBY MAY BE OR BECOME NULL AND VOID IN THE CIRCUMSTANCES SPECIFIED IN SECTION 7(e) OF THE AGREEMENT.]1/ Right Certificate PFSWEB, INC. This certifies that shades, or registered assignsother form of outside or inside window covering shall be furnished and installed at the expense of Lessee and must be of such shape, is the registered owner color, material and make as are approved by Lessor. ADVERTISING, PICTURES AND SIGNS. No picture, plaque, sign, advertisement, notice or other lettering, temporary or permanent, shall be exhibited, inscribed, painted or affixed on any part of the number outside or inside of Rights set forth abovethe Buildings or of the walls or doors of said Leased Premises without the consent of Lessor, each which consent shall not be unreasonably withheld. If permitted, the subject matter and the color, size, style and material thereof and the method of which entitles the owner thereof, subject installing or hanging thereof shall conform to the termsreasonable specifications of Lessor. Lessor reserves the right to remove all such items exhibited, provisions and conditions of the Rights Agreementinscribed, dated as of June 8, 2000 (the "Rights Agreement"), between PFSWEB, INC., a Delaware corporation (the "Company"), and CHASEMELLON SHAREHOLDER SERVICES, LLC, a New Jersey limited liability company (the "Rights Agent"), painted or affixed without Lessee's permission without notice to purchase from the Company at any time after the Separation Date (as such term is defined in the Rights Agreement) and prior to the close of business (5:00 PM New York time) on July 6, 2010Lessee, at the office or offices expense of the Rights Agent designated for such purpose, or its successors as Rights Agent, one one-thousandth of a fully paid, nonassessable share of Series A Preferred Stock, par value $1.00 per share ("Series A 1/ The portion of the legend in brackets shall be inserted if applicable and shall replace the preceding sentence. Share") of the Company, at a purchase price of $67 per one one-thousandth of a share (the "Purchase Price"), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase and related Certificate duly executed. The number of rights evidenced by this Right Certificate (and the number of shares that may be purchased 2 exercise thereof) set forth above, and the Purchase Price per share set forth above, are the number and Purchase Price as of June 8, 2000, based on the Series A Shares as constituted at such date. Upon the occurrence of a Triggering Event (as such term is defined in the Rights Agreement), if the Rights evidenced by this Right Certificate are beneficially owned by (a) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person (as such terms are defined in the Rights Agreement), (b) a transferee of any such Acquiring Person, Associate or Affiliate or (c) under certain circumstances specified in the Rights Agreement, a transferee of a person or entity who, after such transfer, became an Acquiring Person, such Rights shall become null and void and no holder hereof shall have any right with respect to such rights from and after the occurrence of any such Triggering Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of Series A Shares or other securities or other property that may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events. ----------------- 1/ the portion of the legend in brackers shall be inserted if applicable and shall replace the preceding sentence. The Board may, at its option, at any time after the right of the Company to redeem the Rights has expired or terminated, exchange all or part of the then outstanding and exercisable Rights (other than those held by the Acquiring Person and Affiliates and Associates of the Acquiring Person) for Common Shares (as such term is defined in the Rights Agreement) at an exchange ratio of one Common Share per Right, as adjusted. Immediately upon the action of the Board ordering an exchange of the Rights, the Rights affected by such order will no longer be exercisable and thereafter the only right of the holders of such Rights will be to receive the Common Shares issuable by the Company in exchange for such Rights. This Right Certificate is subject to all of the terms, covenants and restrictions of the Rights Agreement, which terms, covenants and restrictions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Right Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights for not more than ninety (90) days at the election of the Company and under certain circumstances specified in such Rights Agreement. Copies of the Rights Agreement are on file at the office of the Rights Agent and are also available upon written request to the Company. This Right Certificate, with or without other Right Certificates, upon surrender at the office or offices of the Rights Agent designated for such purpose, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of Series A Shares as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If the Rights evidenced by this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed at a redemption price of One Tenth of One Cent ($0.001) per Right at any time prior to the earlier of (A) the date that a Person becomes an Acquiring Person (as such term is defined in the Rights Agreement) or (B) the Final Expiration Date (as such term is defined in the Rights Agreement). Immediately upon the action of the Board ordering redemption of the Rights, the Rights will no longer be exercisable; and, thereafter the only right of the holders of the Rights evidenced hereby will be to receive the Redemption Price. The terms of the Rights evidenced by this Certificate may be supplemented or amended without the approval of any holder of the Rights (or the Common Shares) as set forth in the Rights Agreement. No fractional Series A Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions that are integral multiples of one one- thousandth of a Series A Share, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made as provided in the Rights Agreement. No holder of this Right Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Series A Shares or of any other securities of the Company that may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signatures of the proper officers of the Company. Dated: ___________, 2000 PFSWEB, INC. By ---------------------------------- Name: Title: Attest --------------------- Name: Title: (Corporate Seal) Countersigned CHASEMELLON SHAREHOLDER SERVICES, LLC as Rights Agent By ------------------------Lessee.

IN TESTIMONY WHEREOF. PFSWEB, INC. has caused the parties have executed this Statement to be signed under its corporate seal by its _____________________ and its Secretary Agreement through their duly authorized agents as of the 8th day of Juneand year first above written. OPTIONOR: BALD HEAD ISLAND LIMITED, 2000. PFSWEB, INC. LLC By: -------------------------------- Name: Title: ATTESTOPTIONEE: -------------------------------- BALD HEAD ISLAND TRANSPORTATION AUTHORITY By: Name: Title: EXHIBIT This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act. Authority Finance Officer Exhibit A All of that certain tract or parcel of land, lying and being in Smithville Township, Brunswick County, North Carolina, more particularly described as follows: BEING ALL of “Tract 1A” containing 2.21 acres, more or less, all as shown on that certain plat entitled “Subdivision Survey for Bald Head Island Limited” prepared by ESP Associates, Inc. and recorded in Map Cabinet , Pages - , Brunswick County Registry. Exhibit B [Form Memorandum of Right Certificate] Certificate No. R- __________ Rights NOT EXERCISABLE AFTER [________________] OR EARLIER IF REDEEMED OR EXCHANGED BY THE COMPANY. THE RIGHTS ARE SUBJECT Option to Purchase STATE OF NORTH CAROLINA MEMORANDUM OF COUNTY OF BRUNSWICK OPTION TO REDEMPTIONPURCHASE IN CONSIDERATION OF the sum of Ten Dollars ($10.00) and other good and valuable consideration, AT THE OPTION OF THE COMPANY, AT $0.001 PER RIGHT ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT. UNDER CERTAIN CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON (AS SUCH TERM IS DEFINED IN THE RIGHTS AGREEMENT (AS HEREINAFTER DEFINED)) AND ANY SUBSEQUENT HOLDER OF SUCH RIGHTS MAY BECOME NULL AND VOID. [THE RIGHTS REPRESENTED BY THIS CERTIFICATE ARE OR WERE BENEFICIALLY OWNED BY A PERSON WHO WAS OR BECAME AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT). ACCORDINGLY, THIS RIGHT CERTIFICATE AND THE RIGHTS REPRESENTED HEREBY MAY BE OR BECOME NULL AND VOID IN THE CIRCUMSTANCES SPECIFIED IN SECTION 7(e) OF THE AGREEMENT.]1/ Right Certificate PFSWEB, INC. This certifies that , or registered assigns, is the registered owner of the number of Rights set forth above, each receipt of which entitles the owner thereofis hereby acknowledged, subject to the terms, provisions and conditions of the Rights Agreement, dated as of June 8, 2000 (the "Rights Agreement"), between PFSWEB, INC., a Delaware corporation (the "Company"), and CHASEMELLON SHAREHOLDER SERVICESBALD HEAD ISLAND LIMITED, LLC, a New Jersey Texas limited liability company (the "Rights Agent"“Grantor”), does hereby grant to BALD HEAD ISLAND TRANSPORTATION AUTHORITY, a public body corporate and politic of the State of North Carolina, established pursuant to Article 29 of Chapter 160A of the North Carolina General Statutes (the “Grantee”), an option (the “Option”) to purchase from the Company at any time after the Separation Date (as such term is defined property described in the Rights Agreement) Exhibit A attached hereto and prior to the close of business (5:00 PM New York time) on July 6, 2010, at the office or offices of the Rights Agent designated for such purpose, or its successors as Rights Agent, one one-thousandth of a fully paid, nonassessable share of Series A Preferred Stock, par value $1.00 per share ("Series A 1/ The portion of the legend in brackets shall be inserted if applicable and shall replace the preceding sentence. Share") of the Company, at a purchase price of $67 per one one-thousandth of a share (the "Purchase Price"), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase and related Certificate duly executed. The number of rights evidenced by this Right Certificate (and the number of shares that may be purchased 2 exercise thereof) set forth above, and the Purchase Price per share set forth above, are the number and Purchase Price as of June 8, 2000, based on the Series A Shares as constituted at such date. Upon the occurrence of a Triggering Event (as such term is defined in the Rights Agreement), if the Rights evidenced by this Right Certificate are beneficially owned by (a) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person (as such terms are defined in the Rights Agreement), (b) a transferee of any such Acquiring Person, Associate or Affiliate or (c) under certain circumstances specified in the Rights Agreement, a transferee of a person or entity who, after such transfer, became an Acquiring Person, such Rights shall become null and void and no holder hereof shall have any right with respect to such rights from and after the occurrence of any such Triggering Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of Series A Shares or other securities or other property that may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events. ----------------- 1/ the portion of the legend in brackers shall be inserted if applicable and shall replace the preceding sentence. The Board may, at its option, at any time after the right of the Company to redeem the Rights has expired or terminated, exchange all or part of the then outstanding and exercisable Rights (other than those held by the Acquiring Person and Affiliates and Associates of the Acquiring Person) for Common Shares (as such term is defined in the Rights Agreement) at an exchange ratio of one Common Share per Right, as adjusted. Immediately upon the action of the Board ordering an exchange of the Rights, the Rights affected by such order will no longer be exercisable and thereafter the only right of the holders of such Rights will be to receive the Common Shares issuable by the Company in exchange for such Rights. This Right Certificate is subject to all of the terms, covenants and restrictions of the Rights Agreement, which terms, covenants and restrictions are hereby incorporated herein by reference (the “Property”), on the terms and made a part hereof conditions provided in that certain Option to Purchase Agreement (the “Option Agreement”) between Grantor and to Grantee of even date herewith (the terms of which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Right Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights for not more than ninety (90) days at the election of the Company and under certain circumstances specified in such Rights Agreement. Copies of the Rights Option Agreement are on file at incorporated in this memorandum as if fully set forth herein). The Option shall terminate if Grantee does not exercise the office of the Rights Agent and are also available upon written request to the Company. This Right Certificate, with or without other Right Certificates, upon surrender at the office or offices of the Rights Agent designated for such purpose, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of Series A Shares as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If the Rights evidenced by this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed at a redemption price of One Tenth of One Cent ($0.001) per Right at any time Option prior to the earlier of date which is thirty (A30) years from the date that a Person becomes an Acquiring Person (as such term is defined in the Rights Agreement) or (B) the Final Expiration Date (as such term is defined in the Rights Agreement). Immediately upon the action of the Board ordering redemption of the Rights, the Rights will no longer be exercisable; and, thereafter the only right of the holders of the Rights evidenced hereby will be to receive the Redemption Price. The terms of the Rights evidenced by this Certificate may be supplemented or amended without the approval of any holder of the Rights (or the Common Shares) as set forth in the Rights Option Agreement. No fractional Series A Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions that are integral multiples of one one- thousandth of a Series A Share, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made as provided in the Rights Agreement. No holder of this Right Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Series A Shares or of any other securities of the Company that may at any time be issuable {Signatures appear on the exercise hereoffollowing two (2) pages.] WITNESS our hands this day of , nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof2021. GRANTOR: BALD HEAD ISLAND LIMITED, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signatures of the proper officers of the Company. DatedLLC By: ___________, 2000 PFSWEB, INC. By ---------------------------------- Name: Title: Attest --------------------- STATE OF NORTH CAROLINA COUNTY OF (County where acknowledgment taken) I, , a Notary Public in and for County, North Carolina, certify that personally came before me this day and acknowledged that he/she is of BALD HEAD ISLAND LIMITED, LLC, a Texas limited liability company, and that by authority duly given and as the act of the limited liability company, the foregoing instrument was signed in its name by him/her as its . WITNESS my hand and official seal this day of , 2021. Notary Public My commission expires: [NOTARIAL SEAL] GRANTEE: BALD HEAD ISLAND TRANSPORTATION AUTHORITY By: Name: Title: STATE OF NORTH CAROLINA COUNTY OF (Corporate SealCounty where acknowledgment taken) Countersigned CHASEMELLON SHAREHOLDER SERVICESI, LLC , a Notary Public in and for County, North Xxxxxxxx, certify that personally came before me this day and acknowledged that he/she is of BALD HEAD ISLAND TRANSPORTATION AUTHORITY, a public body corporate and politic of the State of North Carolina, established pursuant to Article 29 of Chapter 160A of the North Carolina General Statutes, and that by authority duly given and as Rights Agent By ------------------------the act of the authority, the foregoing instrument was signed in its name by him/her as its . WITNESS my hand and official seal this day of , 2021. Notary Public My commission expires: [NOTARIAL SEAL] Exhibit A to Memorandum of Option to Purchase All of that certain tract or parcel of land, lying and being in Smithville Township, Brunswick County, North Carolina, more particularly described as follows:

IN TESTIMONY WHEREOF. PFSWEBthe above named Landlord and the above named Tenant have executed this instrument on the day and year set forth above in this Lease. LANDLORD: ARKANSAS DEMOCRAT-GAZETTE, INC. has caused this Statement to be signed under its corporate seal by its By: /s/ Xxxxxxx X. XxxXxxxxxxx Name: Xxxxxxx X. XxxXxxxxxxx Title: Treasurer and CFO________________ Date:__4/8/15_________________________ and its Secretary as of the 8th day of June, 2000. PFSWEBTENANT: INUVO, INC. By: -------------------------------- /s/ Xxxx X. Xxxxxxx Name: Title: ATTEST: -------------------------------- Name: Title: EXHIBIT B [Form of Right Certificate] Certificate No. R- __________ Rights NOT EXERCISABLE AFTER [Xxxx X. Pisaris________________] OR EARLIER IF REDEEMED OR EXCHANGED BY THE COMPANY. THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION OF THE COMPANY, AT $0.001 PER RIGHT ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT. UNDER CERTAIN CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON (AS SUCH TERM IS DEFINED IN THE RIGHTS AGREEMENT (AS HEREINAFTER DEFINED)) AND ANY SUBSEQUENT HOLDER OF SUCH RIGHTS MAY BECOME NULL AND VOID. [THE RIGHTS REPRESENTED BY THIS CERTIFICATE ARE OR WERE BENEFICIALLY OWNED BY A PERSON WHO WAS OR BECAME AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT). ACCORDINGLY, THIS RIGHT CERTIFICATE AND THE RIGHTS REPRESENTED HEREBY MAY BE OR BECOME NULL AND VOID IN THE CIRCUMSTANCES SPECIFIED IN SECTION 7(e) OF THE AGREEMENT.]1/ Right Certificate PFSWEB, INC. This certifies that , or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions _______ Title: General Counsel and conditions of the Rights Agreement, dated as of June 8, 2000 (the "Rights Agreement"), between PFSWEB, INC., a Delaware corporation (the "Company"), and CHASEMELLON SHAREHOLDER SERVICES, LLC, a New Jersey limited liability company (the "Rights Agent"), to purchase from the Company at any time after the Separation Date (as such term is defined in the Rights Agreement) and prior to the close of business (5:00 PM New York time) on July 6, 2010, at the office or offices of the Rights Agent designated for such purpose, or its successors as Rights Agent, one one-thousandth of a fully paid, nonassessable share of Series A Preferred Stock, par value $1.00 per share ("Series A 1/ The portion of the legend in brackets shall be inserted if applicable and shall replace the preceding sentence. Share") of the Company, at a purchase price of $67 per one one-thousandth of a share (the "Purchase Price"), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase and related Certificate duly executed. The number of rights evidenced by this Right Certificate (and the number of shares that may be purchased 2 exercise thereof) set forth above, and the Purchase Price per share set forth above, are the number and Purchase Price as of June 8, 2000, based on the Series A Shares as constituted at such date. Upon the occurrence of a Triggering Event (as such term is defined in the Rights Agreement), if the Rights evidenced by this Right Certificate are beneficially owned by (a) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person (as such terms are defined in the Rights Agreement), (b) a transferee of any such Acquiring Person, Associate or Affiliate or (c) under certain circumstances specified in the Rights Agreement, a transferee of a person or entity who, after such transfer, became an Acquiring Person, such Rights shall become null and void and no holder hereof shall have any right with respect to such rights from and after the occurrence of any such Triggering Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of Series A Shares or other securities or other property that may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events. ----------------- 1/ the portion of the legend in brackers shall be inserted if applicable and shall replace the preceding sentence. The Board may, at its option, at any time after the right of the Company to redeem the Rights has expired or terminated, exchange all or part of the then outstanding and exercisable Rights (other than those held by the Acquiring Person and Affiliates and Associates of the Acquiring Person) for Common Shares (as such term is defined in the Rights Agreement) at an exchange ratio of one Common Share per Right, as adjusted. Immediately upon the action of the Board ordering an exchange of the Rights, the Rights affected by such order will no longer be exercisable and thereafter the only right of the holders of such Rights will be to receive the Common Shares issuable by the Company in exchange for such Rights. This Right Certificate is subject to all of the terms, covenants and restrictions of the Rights Agreement, which terms, covenants and restrictions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Right Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights for not more than ninety (90) days at the election of the Company and under certain circumstances specified in such Rights Agreement. Copies of the Rights Agreement are on file at the office of the Rights Agent and are also available upon written request to the Company. This Right Certificate, with or without other Right Certificates, upon surrender at the office or offices of the Rights Agent designated for such purpose, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of Series A Shares as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If the Rights evidenced by this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed at a redemption price of One Tenth of One Cent ($0.001) per Right at any time prior to the earlier of (A) the date that a Person becomes an Acquiring Person (as such term is defined in the Rights Agreement) or (B) the Final Expiration Date (as such term is defined in the Rights Agreement). Immediately upon the action of the Board ordering redemption of the Rights, the Rights will no longer be exercisable; and, thereafter the only right of the holders of the Rights evidenced hereby will be to receive the Redemption Price. The terms of the Rights evidenced by this Certificate may be supplemented or amended without the approval of any holder of the Rights (or the Common Shares) as set forth in the Rights Agreement. No fractional Series A Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions that are integral multiples of one one- thousandth of a Series A Share, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made as provided in the Rights Agreement. No holder of this Right Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Series A Shares or of any other securities of the Company that may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signatures of the proper officers of the Company. DatedSecretary Date: 4/8/15________________________________ EXHIBIT “A” FLOOR PLAN (THIRD FLOOR) EXHIBIT “B” AMERICANS WITH DISABILITIES ACT As the Landlord of Museum Center (the “Building”), 2000 PFSWEBArkansas Democrat-Gazette, INCInc., (the “Landlord”) maintains the Building in a condition which it believes is in substantial compliance with all laws, including the Americans With Disabilities Act (the “ADA”). By ---------------------------------- Name: Title: Attest --------------------- Name: Title: However, as you can appreciate, it is virtually impossible to monitor “all laws” on a “daily” basis. Therefore, the Landlord must rely on its Tenants to provide information which it believes might be relevant in assuring compliance with particular rules, regulations, ordinances, or statutes, applicable to a particular tenant’s circumstances. Based on the above, we understand that the Tenant has been given assess to the Building, in an effort to allow the Tenant the ability to satisfy itself of the Landlord’s compliance with the ADA, in particular. We also understand that as of the date of the lease, Tenant has determined that based on its inspection, it is not aware of any condition or circumstance which it believes would be a violation by the Landlord of the ADA. Further, Tenant will inform Landlord immediately of any condition which it believes could be a condition of non-compliance with the ADA, at which time the Landlord will address the condition within a reasonable time period of no less than thirty (Corporate Seal30) Countersigned CHASEMELLON SHAREHOLDER SERVICES, LLC as Rights Agent By ------------------------days from receipt of said notice. EXHIBIT “C”

IN TESTIMONY WHEREOF. PFSWEBI have hereunto set my hand and affixed my official seal in the City/County and State aforesaid, INCthe day and year first above written. has caused Notary Public My Commission Expires: COMMONWEALTH OF MASSACHUSETTS ) ) SS. COUNTY OF MIDDLESEX ) On this Statement to be signed under its corporate seal by its _____ day of ________________, 2017, before me appeared _____________________ and its Secretary as of _, to me personally known, who, being by me duly sworn did say that he is the 8th day of June, 2000. PFSWEB, INC. By: -------------------------------- Name: Title: ATTEST: -------------------------------- Name: Title: EXHIBIT B [Form of Right Certificate] Certificate No. R- __________ Rights NOT EXERCISABLE AFTER [________________] OR EARLIER IF REDEEMED OR EXCHANGED BY THE COMPANY. THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION OF THE COMPANY, AT $0.001 PER RIGHT ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT. UNDER CERTAIN CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON (AS SUCH TERM IS DEFINED IN THE RIGHTS AGREEMENT (AS HEREINAFTER DEFINED)) AND ANY SUBSEQUENT HOLDER OF SUCH RIGHTS MAY BECOME NULL AND VOID. [THE RIGHTS REPRESENTED BY THIS CERTIFICATE ARE OR WERE BENEFICIALLY OWNED BY A PERSON WHO WAS OR BECAME AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT). ACCORDINGLY, THIS RIGHT CERTIFICATE AND THE RIGHTS REPRESENTED HEREBY MAY BE OR BECOME NULL AND VOID IN THE CIRCUMSTANCES SPECIFIED IN SECTION 7(e) OF THE AGREEMENT.]1/ Right Certificate PFSWEB, INC. This certifies that , or registered assigns, is the registered owner _ of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement, dated as of June 8, 2000 (the "Rights Agreement"), between PFSWEB, INC., a Delaware corporation (the "Company"), and CHASEMELLON SHAREHOLDER SERVICES, LLC, a New Jersey limited liability company (the "Rights Agent"), to purchase from the Company at any time after the Separation Date (as such term is defined in the Rights Agreement) and prior to the close of business (5:00 PM New York time) on July 6, 2010, at the office or offices of the Rights Agent designated for such purpose, or its successors as Rights Agent, one one-thousandth of a fully paid, nonassessable share of Series A Preferred Stock, par value $1.00 per share ("Series A 1/ The portion of the legend in brackets shall be inserted if applicable and shall replace the preceding sentence. Share") of the Company, at a purchase price of $67 per one one-thousandth of a share (the "Purchase Price"), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase and related Certificate duly executed. The number of rights evidenced by this Right Certificate (and the number of shares that may be purchased 2 exercise thereof) set forth above, and the Purchase Price per share set forth above, are the number and Purchase Price as of June 8, 2000, based on the Series A Shares as constituted at such date. Upon the occurrence of a Triggering Event (as such term is defined in the Rights Agreement), if the Rights evidenced by this Right Certificate are beneficially owned by (a) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person (as such terms are defined in the Rights Agreement), (b) a transferee of any such Acquiring Person, Associate or Affiliate or (c) under certain circumstances specified in the Rights Agreement, a transferee of a person or entity who, after such transfer, became an Acquiring Person, such Rights shall become null and void and no holder hereof shall have any right with respect to such rights from and after the occurrence of any such Triggering Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of Series A Shares or other securities or other property that may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events. ----------------- 1/ the portion of the legend in brackers shall be inserted if applicable and shall replace the preceding sentence. The Board may, at its option, at any time after the right of the Company to redeem the Rights has expired or terminated, exchange all or part of the then outstanding and exercisable Rights (other than those held by the Acquiring Person and Affiliates and Associates of the Acquiring Person) for Common Shares (as such term is defined in the Rights Agreement) at an exchange ratio of one Common Share per Right, as adjusted. Immediately upon the action of the Board ordering an exchange of the Rights, the Rights affected by such order will no longer be exercisable and thereafter the only right of the holders of such Rights will be to receive the Common Shares issuable by the Company in exchange for such Rights. This Right Certificate is subject to all of the terms, covenants and restrictions of the Rights Agreement, which terms, covenants and restrictions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Right Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights for not more than ninety (90) days at the election of the Company and under certain circumstances specified in such Rights Agreement. Copies of the Rights Agreement are on file at the office of the Rights Agent and are also available upon written request to the Company. This Right Certificate, with or without other Right Certificates, upon surrender at the office or offices of the Rights Agent designated for such purpose, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of Series A Shares as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If the Rights evidenced by this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed at a redemption price of One Tenth of One Cent ($0.001) per Right at any time prior to the earlier of (A) the date that a Person becomes an Acquiring Person (as such term is defined in the Rights Agreement) or (B) the Final Expiration Date (as such term is defined in the Rights Agreement). Immediately upon the action of the Board ordering redemption of the Rights, the Rights will no longer be exercisable; and, thereafter the only right of the holders of the Rights evidenced hereby will be to receive the Redemption Price. The terms of the Rights evidenced by this Certificate may be supplemented or amended without the approval of any holder of the Rights (or the Common Shares) as set forth in the Rights Agreement. No fractional Series A Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions that are integral multiples of one one- thousandth of a Series A Share, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made as provided in the Rights Agreement. No holder of this Right Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Series A Shares or of any other securities of the Company that may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signatures of the proper officers of the Company. Dated: ________________________, 2000 PFSWEBa Maryland real estate investment trust, INCand that said instrument was signed in behalf of said real estate investment trust by authority of its Board of Trustees, and that as such officer, he executed the foregoing instrument as his free act and deed for and on behalf of said real estate investment trust. By ---------------------------------- NameIN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal in the County and State aforesaid, the day and year first above written. Notary Public My Commission Expires: TitleEXHIBIT A Legal Description The land referred to herein is situated in the City of St. Louis, State of Missouri, and described as follows: Attest --------------------- Name: Title: Exhibit B XXXX OF SALE __________, 2017 For valuable consideration, the receipt and sufficiency of which are hereby acknowledged, CHASE PARK PLAZA HOTEL, LLC, a Delaware limited liability company, and CPPH, LLC, a Delaware limited liability company, as sellers (Corporate Sealjointly and severally, “Seller”) Countersigned CHASEMELLON SHAREHOLDER SERVICESin connection with the sale of certain real property including the Chase Park Plaza Hotel located in St. Louis, LLC Missouri, which is more particularly described in that certain Purchase and Sale Agreement and Joint Escrow Instructions dated as Rights Agent By ------------------------of March __, 2017, by and between Seller and Hospitality Properties Trust (the “Purchase Agreement”), hereby grants, assigns, transfers, conveys and delivers to __________________, a ___________________ (“Buyer”), without recourse and without representation or warranty of any kind (except to the extent expressly provided below or in the Purchase Agreement), all of Seller’s right, title and interest in and to the “Personal Property” and “Consumable Inventory”, as such terms are defined in the Purchase Agreement. SELLER MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT TO THE PERSONAL PROPERTY OR THE CONSUMABLE INVENTORY, EXCEPT TO THE EXTENT SET FORTH IN THE PURCHASE AGREEMENT. This Xxxx of Sale shall be governed by the laws of the State of Missouri.

IN TESTIMONY WHEREOF. PFSWEB, INC. has caused this Statement to be signed under its corporate I have hereunto set my hand and affixed my official seal by its at my office in ______________________________ the day and its Secretary year last above written. --------------------------------------------- Notary Public, in and for the State of ------ [AFFIX SEAL] My Commission expires on -------------------- EXHIBIT III FORM OF(1) ASSIGNMENT OF MORTGAGE(S) AND ASSIGNMENT OF ASSIGNMENT OF LESSOR'S INTERESTS IN LEASES, RENTS AND PROFITS KNOW ALL MEN BY THESE PRESENTS: THAT, as of the 8th day of June, 2000. PFSWEB, INC. By: -------------------------------- Name: Title: ATTEST: -------------------------------- Name: Title: EXHIBIT B [Form of Right Certificate] Certificate No. R- __________ Rights NOT EXERCISABLE AFTER [____________, 199____] OR EARLIER IF REDEEMED OR EXCHANGED BY THE COMPANY. THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION OF THE GOLDXXX XXXHS MORTGAGE COMPANY, AT a New York limited partnership, whose address is 85 Bxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 ("XSSIGNOR") in consideration of ten and 00/100 ($0.001 PER RIGHT ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT. UNDER CERTAIN CIRCUMSTANCES10.00) dollars and other good and valuable consideration, RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON paid by LASALLE NATIONAL BANK, a national banking association, as Trustee for AMRESCO Commercial Mortgage Funding I Corporation, Mortgage Pass-Through Certificates, Series 1997-C1, whose address is 135 Xxxxx XxXxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000-0000 (AS SUCH TERM IS DEFINED IN THE RIGHTS AGREEMENT (AS HEREINAFTER DEFINED)) AND ANY SUBSEQUENT HOLDER OF SUCH RIGHTS MAY BECOME NULL AND VOID. [THE RIGHTS REPRESENTED BY THIS CERTIFICATE ARE OR WERE BENEFICIALLY OWNED BY A PERSON WHO WAS OR BECAME AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT). ACCORDINGLY, THIS RIGHT CERTIFICATE AND THE RIGHTS REPRESENTED HEREBY MAY BE OR BECOME NULL AND VOID IN THE CIRCUMSTANCES SPECIFIED IN SECTION 7(e) OF THE AGREEMENT.]1/ Right Certificate PFSWEB, INC. This certifies that , or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement, dated as of June 8, 2000 (the "Rights AgreementXSSIGNEE"), between PFSWEBreceipt of which is acknowledged by ASSIGNOR, INC.hereby sells, a Delaware corporation (assigns, transfers, sets over and conveys unto the ASSIGNEE certain mortgage(s) and assignments of leases, rents and profits and other collateral documents as follows: See Schedule "Company"A" attached hereto and incorporated herein by this reference. TOGETHER with the note(s), debt(s) and CHASEMELLON SHAREHOLDER SERVICES, LLC, a New Jersey limited liability company (claim(s) secured by said mortgage(s) and the "Rights Agent"covenants contained in said mortgage(s), to purchase from together with all amendments, supplements and modifications thereto and all liens, financing statements, guaranties and security interests securing the Company at payment of such notes, including, without limitation, any time after the Separation Date (as such term is defined other documents recorded in the Rights Agreement) and prior to the close of business (5:00 PM New York time) on July 6, 2010, at the office or offices real property records of the Rights Agent designated for such purpose, or its successors as Rights Agent, one one-thousandth of a fully paid, nonassessable share of Series A Preferred Stock, par value $1.00 per share ("Series A 1/ The portion of jurisdiction in which the legend in brackets shall be inserted if applicable and shall replace real property covered by the preceding sentence. Share"mortgage(s) of the Company, at a purchase price of $67 per one one-thousandth of a share (the "Purchase Price"), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase and related Certificate duly executed. The number of rights evidenced by this Right Certificate (and the number of shares that may be purchased 2 exercise thereof) set forth above, and the Purchase Price per share set forth above, are the number and Purchase Price as of June 8, 2000, based on the Series A Shares as constituted at such date. Upon the occurrence of a Triggering Event (as such term is defined in the Rights Agreement), if the Rights evidenced by this Right Certificate are beneficially owned by (a) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person (as such terms are defined in the Rights Agreement), (b) a transferee of any such Acquiring Person, Associate or Affiliate or (c) under certain circumstances specified in the Rights Agreement, a transferee of a person or entity who, after such transfer, became an Acquiring Person, such Rights shall become null and void and no holder hereof shall have any right located with respect to such rights from notes, and after any other documents, agreements, instruments or property relating to such loan(s) and all right, title, interest, claims, demands, causes of action and judgments securing or relating to such loan(s); TO HAVE AND TO HOLD the occurrence same unto the ASSIGNEE and to the successors, legal representatives and assigns of the ASSIGNEE forever. THIS ASSIGNMENT is made without recourse or representation or warranty of any such Triggering Event. As provided in the Rights Agreementkind or nature, the Purchase Price and the number and kind of Series A Shares express or other securities or other property that may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events. ----------------- 1/ the portion of the legend in brackers shall be inserted if applicable and shall replace the preceding sentence. The Board may, at its option, at any time after the right of the Company to redeem the Rights has expired or terminated, exchange all or part of the then outstanding and exercisable Rights (other than those held by the Acquiring Person and Affiliates and Associates of the Acquiring Person) for Common Shares (implied except as such term is defined in the Rights Agreement) at an exchange ratio of one Common Share per Right, as adjusted. Immediately upon the action of the Board ordering an exchange of the Rights, the Rights affected by such order will no longer be exercisable and thereafter the only right of the holders of such Rights will be to receive the Common Shares issuable by the Company in exchange for such Rights. This Right Certificate is subject to all of the terms, covenants and restrictions of the Rights Agreement, which terms, covenants and restrictions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Right Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights for not more than ninety (90) days at the election of the Company and under certain circumstances specified in such Rights Agreement. Copies of the Rights Agreement are on file at the office of the Rights Agent and are also available upon written request to the Company. This Right Certificate, with or without other Right Certificates, upon surrender at the office or offices of the Rights Agent designated for such purpose, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of Series A Shares as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If the Rights evidenced by this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed at a redemption price of One Tenth of One Cent ($0.001) per Right at any time prior to the earlier of (A) the date that a Person becomes an Acquiring Person (as such term is defined in the Rights Agreement) or (B) the Final Expiration Date (as such term is defined in the Rights Agreement). Immediately upon the action of the Board ordering redemption of the Rights, the Rights will no longer be exercisable; and, thereafter the only right of the holders of the Rights evidenced hereby will be to receive the Redemption Price. The terms of the Rights evidenced by this Certificate may be supplemented or amended without the approval of any holder of the Rights (or the Common Shares) as expressly set forth in the Rights that certain Mortgage Loan Purchase Agreement, dated June 30, 1997 between ASSIGNOR and AMRESCO Commercial Mortgage Funding I Corporation. No fractional Series A Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions that are integral multiples of one one- thousandth of a Series A Share, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made as provided in the Rights Agreement. No holder of this Right Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Series A Shares or of any other securities of the Company that may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signatures of the proper officers of the Company. Dated: ___________, 2000 PFSWEB, INC. By ---------------------------------- Name: Title: Attest --------------------- Name: Title: (Corporate Seal) Countersigned CHASEMELLON SHAREHOLDER SERVICES, LLC as Rights Agent By --------------------------------------------

IN TESTIMONY WHEREOF. PFSWEBI have hereunto set my hand and seal as of this day of 2019. Notary Public My Commission Expires This Instrument prepared by: Xxxxx X. Xxxxxxx, INCEsq. Xxxxxxx & Xxxxxxx, P.C. 1725 Boulevard of the Allies Xxxxxxxxxx, XX 00000 (000) 000-0000 Exhibit A [attached at Closing] EXHIBIT “C” Oklahoma Deed SPECIAL WARRANTY DEED FLY WITH EAGLES LLC, a Pennsylvania limited liability company (“GRANTOR”), whose address is 1725 Boulevard of the Allies, Xxxxxxxxxx, Xxxxxxxxxxxx 00000, in consideration of the sum of TEN DOLLARS AND OTHER VALUABLE CONSIDERATION, to it in hand paid by the said , a (“GRANTEE”), whose tax mailing address is , does by these presents, BARGAIN AND SELL, CONVEY AND CONFIRM, merchantable fee simple title unto GRANTEE, its successors and assigns, in and to the following described lots, tracts of parcels of land, lying, being and situated in the County of Ottawa and State of Oklahoma to-wit: As more particularly set forth on Exhibit A, attached hereto and incorporated herein by reference. SUBJECT, HOWEVER TO ALL (i) zoning and building ordinances; (ii) real estate and all ad valorem taxes and assessments both general and special not currently due and payable; (iii) liens and encumbrances caused by Grantee: (iv) matters which would be disclosed by a current, accurate survey and (v) all covenants, conditions, restrictions, easements, reservations, encumbrances and other matters of public record, all of the foregoing collectively referred to herein as the "Permitted Encumbrances." TO HAVE AND TO HOLD, The premises aforesaid, with all and singular the rights, privileges, appurtenances and immunities thereto belonging or in anywise appertaining, unto the said GRANTEE and unto its successors and assigns forever, the said GRANTOR hereby covenanting that it is lawfully seized of an indefeasible estate in fee in the premises herein conveyed; that it has caused good right to convey the same; that the said premises are free and clear from any encumbrance done or suffered by it or those under whom it claims; except with respect to the Permitted Encumbrances; and that GRANTOR will warrant and defend the title of the said premises unto the said GRANTEE and unto its successors and assigns forever, against the lawful claims and demands of all persons whomsoever, lawfully claiming the same by, through or under the Grantor, but against none other. GRANTOR has executed this Statement to be signed under its corporate seal by its _____________________ and its Secretary deed as of the 8th day date of June, 2000the acknowledgment set forth below. PFSWEB, INC. GRANTOR: FLY WITH EAGLES LLC By: -------------------------------- Name: Title: ATTESTCOMMONWEALTH OF PENNSYLVANIA ) ) SS: -------------------------------- Name: Title: EXHIBIT B [Form of Right Certificate] Certificate No. R- __________ Rights NOT EXERCISABLE AFTER [________________] OR EARLIER IF REDEEMED OR EXCHANGED BY THE COMPANY. THE RIGHTS ARE SUBJECT TO REDEMPTIONCOUNTY OF ALLEGHENY ) BEFORE ME, AT THE OPTION OF THE COMPANYa Notary Public in and for said county and state, AT $0.001 PER RIGHT ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT. UNDER CERTAIN CIRCUMSTANCESpersonally appeared , RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON (AS SUCH TERM IS DEFINED IN THE RIGHTS AGREEMENT (AS HEREINAFTER DEFINED)) AND ANY SUBSEQUENT HOLDER OF SUCH RIGHTS MAY BECOME NULL AND VOID. [THE RIGHTS REPRESENTED BY THIS CERTIFICATE ARE OR WERE BENEFICIALLY OWNED BY A PERSON WHO WAS OR BECAME AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT). ACCORDINGLY, THIS RIGHT CERTIFICATE AND THE RIGHTS REPRESENTED HEREBY MAY BE OR BECOME NULL AND VOID IN THE CIRCUMSTANCES SPECIFIED IN SECTION 7(e) OF THE AGREEMENT.]1/ Right Certificate PFSWEB, INC. This certifies that , or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement, dated as of June 8, 2000 (the "Rights Agreement"), between PFSWEB, INC., a Delaware corporation (the "Company"), and CHASEMELLON SHAREHOLDER SERVICES, FLY WITH EAGLES LLC, a New Jersey Pennsylvania limited liability company, who acknowledged that he did execute the foregoing instrument on behalf of said limited liability company (and that the "Rights Agent"), to purchase from the Company at any time after the Separation Date (as such term is defined in the Rights Agreement) same was his free act and prior to the close of business (5:00 PM New York time) on July 6, 2010, at the office or offices of the Rights Agent designated for such purpose, or its successors as Rights Agent, one one-thousandth of a fully paid, nonassessable share of Series A Preferred Stock, par value $1.00 per share ("Series A 1/ The portion of the legend in brackets shall be inserted if applicable and shall replace the preceding sentence. Share") of the Company, at a purchase price of $67 per one one-thousandth of a share (the "Purchase Price"), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase and related Certificate duly executed. The number of rights evidenced by this Right Certificate (and the number of shares that may be purchased 2 exercise thereof) set forth above, and the Purchase Price per share set forth above, are the number and Purchase Price as of June 8, 2000, based on the Series A Shares as constituted at such date. Upon the occurrence of a Triggering Event (as such term is defined in the Rights Agreement), if the Rights evidenced by this Right Certificate are beneficially owned by (a) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person (as such terms are defined in the Rights Agreement), (b) a transferee of any such Acquiring Person, Associate or Affiliate or (c) under certain circumstances specified in the Rights Agreement, a transferee of a person or entity who, after such transfer, became an Acquiring Person, such Rights shall become null and void and no holder hereof shall have any right with respect to such rights from and after the occurrence of any such Triggering Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of Series A Shares or other securities or other property that may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events. ----------------- 1/ the portion of the legend in brackers shall be inserted if applicable and shall replace the preceding sentence. The Board may, at its option, at any time after the right of the Company to redeem the Rights has expired or terminated, exchange all or part of the then outstanding and exercisable Rights (other than those held by the Acquiring Person and Affiliates and Associates of the Acquiring Person) for Common Shares (as such term is defined in the Rights Agreement) at an exchange ratio of one Common Share per Right, as adjusted. Immediately upon the action of the Board ordering an exchange of the Rights, the Rights affected by such order will no longer be exercisable and thereafter the only right of the holders of such Rights will be to receive the Common Shares issuable by the Company in exchange for such Rights. This Right Certificate is subject to all of the terms, covenants and restrictions of the Rights Agreement, which terms, covenants and restrictions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Right Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights for not more than ninety (90) days at the election of the Company and under certain circumstances specified in such Rights Agreement. Copies of the Rights Agreement are on file at the office of the Rights Agent and are also available upon written request to the Company. This Right Certificate, with or without other Right Certificates, upon surrender at the office or offices of the Rights Agent designated for such purpose, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of Series A Shares as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If the Rights evidenced by this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed at a redemption price of One Tenth of One Cent ($0.001) per Right at any time prior to the earlier of (A) the date that a Person becomes an Acquiring Person (as such term is defined in the Rights Agreement) or (B) the Final Expiration Date (as such term is defined in the Rights Agreement). Immediately upon the action of the Board ordering redemption of the Rights, the Rights will no longer be exercisable; and, thereafter the only right of the holders of the Rights evidenced hereby will be to receive the Redemption Price. The terms of the Rights evidenced by this Certificate may be supplemented or amended without the approval of any holder of the Rights (or the Common Shares) as set forth in the Rights Agreement. No fractional Series A Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions that are integral multiples of one one- thousandth of a Series A Share, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made as provided in the Rights Agreement. No holder of this Right Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Series A Shares or of any other securities of the Company that may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signatures of the proper officers of the Company. Dated: ___________, 2000 PFSWEB, INC. By ---------------------------------- Name: Title: Attest --------------------- Name: Title: (Corporate Seal) Countersigned CHASEMELLON SHAREHOLDER SERVICES, LLC as Rights Agent By ------------------------deed.

IN TESTIMONY WHEREOF. PFSWEB, INC. has caused I have hereunto set and ascribed my name and affixed my seal of office this Statement to be signed under its corporate seal by its _____________________ and its Secretary as of the 8th day of June2012. SCHEDULE 1 NUMBER OF SHARES OR AMOUNT OF STOCK DESCRIPTION OF STOCKS, 2000. PFSWEBSHARES, INC. By: -------------------------------- Name: Title: ATTEST: -------------------------------- Name: Title: EXHIBIT B [Form of Right Certificate] OR OTHER SECURITIES 136,065,969 shares represented by Certificate No. R- __________ Rights NOT EXERCISABLE AFTER [________________] OR EARLIER IF REDEEMED OR EXCHANGED BY THE COMPANY10 Common shares in the capital of Vincor International IBC Inc. 66,905,056 shares represented by Certificate No. THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION OF THE COMPANY, AT $0.001 PER RIGHT ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT12A Common shares in the capital of Vincor International IBC Inc. 6,705,832 shares represented by Certificate No. UNDER CERTAIN CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON (AS SUCH TERM IS DEFINED IN THE RIGHTS AGREEMENT (AS HEREINAFTER DEFINED)) AND ANY SUBSEQUENT HOLDER OF SUCH RIGHTS MAY BECOME NULL AND VOID. [THE RIGHTS REPRESENTED BY THIS CERTIFICATE ARE OR WERE BENEFICIALLY OWNED BY A PERSON WHO WAS OR BECAME AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT). ACCORDINGLY, THIS RIGHT CERTIFICATE AND THE RIGHTS REPRESENTED HEREBY MAY BE OR BECOME NULL AND VOID IN THE CIRCUMSTANCES SPECIFIED IN SECTION 7(e) OF THE AGREEMENT.]1/ Right Certificate PFSWEB, 13A Common shares in the capital of Vincor International IBC Inc. SCHEDULE 2 VINCOR INTERNATIONAL IBC INC. This certifies that Company No. 14141 WE, or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement, dated as of June 8, 2000 (the "Rights Agreement"), between PFSWEBCONSTELLATION BRANDS, INC., a Delaware corporation existing under • having its registered office situate at •, (hereinafter called the "Company"“Transferor”), in consideration of the sum of [ ] paid by BANK OF AMERICA, N.A., of •, (hereinafter called the “Transferee”) Do hereby sell, assign, and CHASEMELLON SHAREHOLDER SERVICES, LLC, a New Jersey limited liability company (transfer to the "Rights Agent"), to purchase from the Company at any time after the Separation Date (as such term is defined said Transferee [ ] common shares without nominal or par value in the Rights Agreement) capital of the VINCOR INTERNATIONAL IBC INC., of The Grove, 00 Xxxx Xxxx, Xxxxxxxxxx, Xx. Xxxxxxx, Barbados. To hold unto the said Transferee, its Executors, Administrators, and prior Assigns subject to several conditions on which we held the same immediately before the execution hereof; and the said Transferee, do hereby agree to accept the said common shares subject to the close conditions aforesaid. As Witness our Hands this day of business , 20 Signed by the above named Transferor In the presences of: Signed for and on behalf of Vincor International IBC Inc. Signature: Address: Occupation: ) ) ) ) ) Name: Designation: CLAIM FOR EXEMPTION FROM AD VALOREM STAMP DUTY (5:00 PM New York time) on July 6, 2010, at the office or offices Section 24 of the Rights Agent designated for such purpose, or its successors as Rights Agent, one one-thousandth of a fully paid, nonassessable share of Series A Preferred Stock, par value $1.00 per share ("Series A 1/ The portion of the legend in brackets shall be inserted if applicable and shall replace the preceding sentence. Share"International Business Companies Act) of the Company, at a purchase price of $67 per one one-thousandth of a share (the "Purchase Price"), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase and related Certificate duly executed. The number of rights evidenced by this Right Certificate (and the number of shares that may be purchased 2 exercise thereof) set forth above, and the Purchase Price per share set forth above, are the number and Purchase Price as of June 8, 2000, based on the Series A Shares as constituted at such date. Upon the occurrence of a Triggering Event (as such term is defined in the Rights Agreement), if the Rights evidenced by this Right Certificate are beneficially owned by (a) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person (as such terms are defined in the Rights Agreement), (b) a transferee of any such Acquiring Person, Associate or Affiliate or (c) under certain circumstances specified in the Rights Agreement, a transferee of a person or entity who, after such transfer, became an Acquiring Person, such Rights shall become null and void and no holder hereof shall have any right with respect to such rights from and after the occurrence of any such Triggering Event. As provided in the Rights AgreementI, the Purchase Price and the number and kind undersigned, [ ], of Series A Shares or other securities or other property that may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events. ----------------- 1/ the portion of the legend in brackers shall be inserted if applicable and shall replace the preceding sentence. The Board may[ ], at its option, at any time after the right of the Company to redeem the Rights has expired or terminated, exchange all or part of the then outstanding and exercisable Rights (other than those held by the Acquiring Person and Affiliates and Associates of the Acquiring Person) for Common Shares (as such term is defined in the Rights Agreement) at an exchange ratio of one Common Share per Right, as adjusted. Immediately upon the action of the Board ordering an exchange of the Rights, the Rights affected by such order will no longer be exercisable and thereafter the only right of the holders of such Rights will be to receive the Common Shares issuable by the Company in exchange for such Rights. This Right Certificate is subject to all of the terms, covenants and restrictions of the Rights Agreement, which terms, covenants and restrictions are do hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Right Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights for not more than ninety (90) days at the election of the Company and under certain circumstances specified in such Rights Agreement. Copies of the Rights Agreement are on file at the office of the Rights Agent and are also available upon written request to the Company. This Right Certificate, with or without other Right Certificates, upon surrender at the office or offices of the Rights Agent designated for such purpose, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of Series A Shares as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If the Rights evidenced by this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed at a redemption price of One Tenth of One Cent ($0.001) per Right at any time prior to the earlier of (A) the date that a Person becomes an Acquiring Person (as such term is defined in the Rights Agreement) or (B) the Final Expiration Date (as such term is defined in the Rights Agreement). Immediately upon the action of the Board ordering redemption of the Rights, the Rights will no longer be exercisable; and, thereafter the only right of the holders of the Rights evidenced hereby will be to receive the Redemption Price. The terms of the Rights evidenced by this Certificate may be supplemented or amended without the approval of any holder of the Rights (or the Common Shares) as set forth in the Rights Agreement. No fractional Series A Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions that are integral multiples of one one- thousandth of a Series A Share, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made as provided in the Rights Agreement. No holder of this Right Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Series A Shares or of any other securities of the Company that may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signatures of the proper officers of the Company. Dated: ___________, 2000 PFSWEB, INC. By ---------------------------------- Name: Title: Attest --------------------- Name: Title: (Corporate Seal) Countersigned CHASEMELLON SHAREHOLDER SERVICES, LLC as Rights Agent By ------------------------declare that: