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ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES
In connection with its incorporation and organization, PFSweb issued
14,305,000 shares of common stock to Daisytek for an aggregate of $20,000.
PFSweb believes that this issuance was exempt from registration under Section
4(2) of the Securities Act as a transaction not involving any public offering.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits
EXHIBIT
NUMBER DESCRIPTION
------- -----------
1.1* -- Form of Underwriting Agreement
2.1** -- Form of Master Separation Agreement by and among Daisytek
International Corporation, Daisytek, Incorporated,
Priority Fulfillment Services, Inc. and PFSweb, Inc.
2.2** -- Form of Initial Public Offering and Distribution
Agreement by and among Daisytek International
Corporation, Daisytek, Incorporated, Priority Fulfillment
Services, Inc. and PFSweb, Inc.
2.3** -- Form of Registration Rights Agreement by and among
Daisytek International Corporation, Daisytek,
Incorporated and PFSweb, Inc.
2.4 -- Form of Tax Indemnification and Allocation Agreement
between Daisytek International Corporation and PFSweb,
Inc.
2.5** -- Form of Transition Services Agreement between Daisytek
Incorporated and PFSweb, Inc.
2.6** -- Form of Transaction Management Services Agreement between
Daisytek, Incorporated and Priority Fulfillment Services,
Inc.
3.1** -- Amended and Restated Certificate of Incorporation
3.2** -- Bylaws
4.1* -- Form of Common Stock certificate of PFSweb, Inc.
5.1 -- Opinion of Wolff & Samson, P.A.
10.1** -- Non-Employee Director Stock Option and Retainer Plan
10.2** -- Employee Stock Option Plan
10.3 -- Employee Annual Incentive Plan
10.4** -- Industrial Lease Agreement between Shelby Drive
Corporation and Priority Fulfillment Services, Inc.
10.5** -- Lease Contract between Transports Weerts and Priority
Fulfillment Services Europe B.V.
21.1** -- Subsidiaries of PFSweb, Inc.
23.1 -- Consent of Arthur Andersen LLP
23.2 -- Consent of Wolff & Samson, P.A. (included in Exhibit 5.1)
24.1* -- Power of Attorney
27.1 -- Financial Data Schedule
-------------------------
* To be filed by amendment.
** Previously filed.
(b) Financial Statement Schedule.
Schedule II -- Valuation and Qualifying Accounts
II-2