0001193125-14-092592 Sample Contracts

—] Shares BORDERFREE, INC. COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENT
Underwriting Agreement • March 11th, 2014 • Borderfree, Inc. • Services-business services, nec • New York
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INDEMNIFICATION AGREEMENT
Indemnification Agreement • March 11th, 2014 • Borderfree, Inc. • Services-business services, nec • Delaware

This Indemnification Agreement (“Agreement”) is made as of by and between Borderfree, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”), and supersedes any other prior agreement between the Company and Indemnitee regarding indemnification.

FIFTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT MARCH 10, 2014
Investors’ Rights Agreement • March 11th, 2014 • Borderfree, Inc. • Services-business services, nec • Delaware

THIS FIFTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) made as of the 10th day of March, 2014, by and among Borderfree, Inc., a Delaware corporation (the “Company”), the purchasers identified in Schedule 1 attached hereto (each an “Purchaser” and collectively the “Purchasers”) and the parties identified in Schedule 2 attached hereto (the “Previous Investors;” and the Purchasers and the Previous Investors shall collectively be referred to herein as the “Investors”). Terms used herein and not otherwise defined shall have the meaning assigned thereto in the Share Purchase Agreement (as defined below).

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