PFSweb Inc. (NasdaqCM:PFSW) announced that a private placement of 3,214,369 shares at $4.57 per share for gross proceeds of $14,689,666.33 on May 15, 2013. The round will see participation from new investor Trans Cosmos, Inc. which will acquire 19.99% stake in the company. Morris Bienenfeld of Paul, Weiss, Rifkind, Wharton & Garrison LLP will act as legal advisor to the company. Michael Occhiolini of Wilson Sonsini Goodrich & Rosati will act as legal advisor to the investor. ... As a part of the round Shinichi Nagakura of Trans Cosmos, Inc. will join the company’s board. The company shall reimburse the investor for its reasonable and documented out-of-pocket fees and expenses, including the fees and expenses of attorneys, accountants and consultants employed by the Purchaser, incurred in connection with the proposed investment in the securities, the negotiation of the transaction agreements and the consummation of the transactions contemplated thereby, which shall not exceed $50,000 without the it’s prior written consent. Following the closing, the company shall pay such fees and expenses upon receipt from investor of written notice detailing such fees and expenses, together with appropriate supporting documentation evidencing the calculation of the amount of such fees and expenses. Notwithstanding anything to the contrary contained herein, this agreement may be terminated at any time before the closing by mutual consent of the company and the investor, or by either the company or the investor if the closing shall not have occurred on or prior to 1:00 p.m., California time, on May 17, 2013. All securities issued will be subject to exemptions provided under Regulation D.
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