0001193125-15-228936 Sample Contracts

AMENDMENT NO. 5 TO RIGHTS AGREEMENT
Rights Agreement • June 19th, 2015 • Pfsweb Inc • Services-business services, nec • New York

Amendment No. 5 to Rights Agreement, dated as of June 18, 2015 (this “Amendment No. 5”), between PFSweb, Inc., a Delaware corporation (the “Company”), and Computershare Inc., successor in interest to Computershare Shareowner Services LLC (formerly known as Mellon Investor Services LLC), a Delaware corporation, as successor to ChaseMellon Shareholder Services, L.L.C., a New Jersey limited liability company (the “Rights Agent”).

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