0000950134-06-010957 Sample Contracts

PURCHASE AGREEMENT
Purchase Agreement • June 2nd, 2006 • Pfsweb Inc • Services-business services, nec • New York

THIS PURCHASE AGREEMENT (“Agreement”) is made as of the 1st day of June, 2006 by and among PFSweb, Inc., a Delaware corporation (the “Company”), and the Investors set forth on the signature pages affixed hereto (each an “Investor” and collectively the “Investors”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 2nd, 2006 • Pfsweb Inc • Services-business services, nec • New York

This Registration Rights Agreement (the “Agreement”) is made and entered into as of this 1st day of June, 2006 by and among PFSweb, Inc., a Delaware corporation (the “Company”), and the “Investors” named in that certain Purchase Agreement by and among the Company and the Investors (the “Purchase Agreement”).

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