EX-4.1



 EXHIBIT 4.1 

AMENDMENT NO. 5 TO RIGHTS AGREEMENT 

Amendment No. 5 to Rights Agreement, dated as of June 18, 2015 (this “Amendment No. 5”), between PFSweb, Inc.,
a Delaware corporation (the “Company”), and Computershare Inc., successor in interest to Computershare Shareowner Services LLC (formerly known as Mellon Investor Services LLC), a Delaware corporation, 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, Amendment No. 2 thereto dated as of May 24, 2010, Amendment No. 3
thereto dated July 2, 2010 and Amendment No. 4 thereto dated as of May 15, 2013 (as amended, the “Rights Agreement”); 

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. 5. 

NOW, THEREFORE, in consideration of the premises and mutual agreements set forth in the Rights Agreement and this Amendment No. 5, 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 “the close of business on the 30th day after the Company’s 2015 annual meeting of stockholders, unless continuation
of this Agreement is approved by the stockholders of the Company at that meeting (with such amendments thereto, including any amendment to this Section 7(a), as may be approved at such meeting)” in its place. 

2.    Notice to Rights Agent. The Company will provide the Rights Agent with notice of the annual meeting and
relevant dates referenced in Section 7(a)(i) of the Rights Agreement promptly after the occurrence of such annual meeting, in the event the continuation of the Rights Agreement is not approved. 

3.    Other Terms Unchanged. This Amendment No. 5 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.

 4.    Severability. If any term, provision, covenant or restriction of this Amendment No. 5 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. 5 shall remain in full force and effect and shall in no way be
affected, impaired or invalidated. 







 5.    Governing Law. This Amendment No. 5 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.

 6.    Counterparts. This Amendment No. 5 may be executed in any number of counterparts (including by PDF,
facsimile or other electronic means) 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. 

7.    Descriptive Headings. Descriptive headings of the several Sections of this Amendment No. 5
are inserted for convenience of reference only and shall not control or affect the meaning or construction of any of the provisions hereof. 

[next page is signature page] 







 IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 5 to be duly executed
as of the day and year first above written. 
  

			
	PFSWEB, INC.
		
	By:		/s/ Thomas J. Madden
			 Name: Thomas J. Madden

Title:   CFO/Executive Vice President



  

			
	 COMPUTERSHARE INC.,
 as Rights
Agent

		
	By:		/s/ Dennis V. Moccia
			 Name: Dennis V. Moccia

Title:   Manager, Contract Administration