B-2
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.
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1/ the portion of the legend in brackers shall be inserted if applicable and
shall replace the preceding sentence.