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TABLE OF CONTENTS
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Summary Term Sheet
Introduction
The Offer
Section 1. Number of Options; Expiration Date
Section 2. Purpose of the Offer
Section 3. Procedures for Tendering Options
Section 4. Withdrawal Rights
Section 5. Acceptance of Options for Exchange and Issuance of New Options
Section 6. Conditions of the Offer
Section 7. Price Range of Common Stock Underlying the Options
Section 8. Source and Amount of Consideration; Terms of New Options
Section 9. Information About PFSweb, Inc.
Section 10. Interests of Directors and Officers
Section 11. Status of Options Acquired by Us in the Offer; Accounting Consequences of the Offer
Section 12. Legal Matters; Regulatory Approvals
Section 13. Material U.S. Federal Income Tax Consequences
Section 14. Extension of Offer; Termination; Amendment
Section 15. Fees and Expenses
Section 16. Additional Information
Section 17. Miscellaneous
Section 18. Date of Offer
Exhibit A Information About the Directors and Executive Officers of PFSweb,Inc.