AMENDMENT NO. 3 TO RIGHTS AGREEMENT
EXHIBIT 4.1
AMENDMENT NO. 3 TO RIGHTS AGREEMENT
Amendment No. 3 to Rights Agreement, dated as of July 2, 2010 (this “Amendment No.
3”), between PFSweb, Inc., a Delaware corporation (the “Company ”), and Mellon Investor
Services LLC, a New Jersey limited liability company, as successor to ChaseMellon Shareholder
Services, L.L.C., a New Jersey limited liability company (the “Rights Agent ”).
WHEREAS, the Company and the Rights Agent are parties to that certain Rights Agreement dated
as of June 8, 2000, as amended by Amendment No. 1 thereto dated as of May 30, 2008 and Amendment
Xx. 0 xxxxxxx xxxxx xx xx Xxx 00, 0000 (xx amended, the “Rights Agreement ”);
WHEREAS, the Board of Directors of the Company has considered the reasons underlying the
adoption of the Rights Agreement and has determined that those reasons continue to be valid at
present;
WHEREAS, the Company desires to amend the Rights Agreement on the terms and conditions
hereinafter set forth; and
WHEREAS, the Board of Directors of the Company has duly authorized this Amendment No. 3.
NOW, THEREFORE, in consideration of the premises and mutual agreements set forth in the Rights
Agreement and this Amendment No. 3, the parties hereby agree as follows:
1. Amendment to Section 7(a). Section 7(a) of the Rights Agreement is amended by
deleting the date “July 6, 2010” which appears in clause (i) therein and inserting “July 6, 2015”
in its place.
2. Other Terms Unchanged. This Amendment No. 3 shall be effective as of the date
hereof and, except as set forth herein, the Rights Agreement shall remain in full force and effect
and shall be otherwise unaffected hereby. The term “Agreement” as used in the Rights Agreement
shall be deemed to refer to the Rights Agreement as amended hereby.
3. Severability. If any term, provision, covenant or restriction of this Amendment No.
3 is held by a court of competent jurisdiction or other authority to be invalid, void or
unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Amendment
No. 3 shall remain in full force and effect and shall in no way be affected, impaired or
invalidated.
4. Governing Law. This Amendment No. 3 shall be deemed to be a contract made under the
laws of the State of Delaware and for all purposes shall be governed by and construed in accordance
with the laws of such State applicable to contracts to be made and performed entirely within such
State; provided, however, that all provisions regarding the rights, duties and obligations of the
Rights Agent shall be governed by and construed in accordance with the laws of the State of New
York applicable to contracts made and to be performed entirely within such State.
5. Counterparts. This Amendment No. 3 may be executed in any number of counterparts
and each of such counterparts shall for all purposes be deemed to be an original and all such
counterparts shall together constitute but one and the same instrument.
6. Descriptive Headings. Descriptive headings of the several Sections of this
Amendment No. 3 are inserted for convenience of reference only and shall not control or affect the
meaning or construction of any of the provisions hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 3 to be duly executed as
of the day and year first above written.
PFSWEB, INC. |
||||
By: | ||||
Name: | ||||
Title: |
MELLON INVESTOR SERVICES LLC, as Rights Agent |
||||
By: | ||||
Name: | ||||
Title: |