S-1/A

As filed with the Securities and Exchange Commission on March 11, 2014

Registration No. 333-193988

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

AMENDMENT NO. 1

to

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Borderfree, Inc.

(Exact name of registrant as specified in its charter)

Delaware	7389	52-2216062
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

292 Madison Avenue, 5^th Floor

New York, New York 10017

(212) 299-3500

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Michael A. DeSimone

Borderfree, Inc.

Chief Executive Officer

292 Madison Avenue, 5^th Floor

New York, New York 10017

(212) 299-3500

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Mark J. Macenka Joseph C. Theis, Jr. Goodwin Procter LLP 53 State Street Boston, Massachusetts 02109 (617) 570-1000 Edwin A. Neumann Borderfree, Inc. Chief Financial Officer 292 Madison Avenue, 5^th Floor New York, New York 10017 (212) 299-3500 Jeffrey D. Saper Robert D. Sanchez Michael Nordtvedt Wilson Sonsini Goodrich & Rosati, Professional Corporation 1700 K Street NW, Fifth Floor Washington, DC 20006 (202) 973-8800

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.  ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one)

Large Accelerated	¨		Accelerated filer	¨
Non-accelerated filer	x	(Do not check if a small reporting company)	Smaller reporting company	¨

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered(1)	Proposed Maximum Aggregate Offering Price Per Share(2)	Proposed Maximum Aggregate Offering Price(2)	Amount of Registration Fee(3)
Common Stock, par value $0.01 per share	5,750,000	$16.00	$92,000,000	$11,850

(1) Includes 750,000 shares of common stock that the underwriters may purchase to cover overallotments, if any.

(2) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(a) of the Securities Act of 1933, as amended. Includes offering price of additional shares that the underwriters have the option to purchase.

(3) The registrant previously paid the registration fee with the initial filing of this registration statement on February 18, 2014.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED MARCH 11, 2014

5,000,000 Shares

Common Stock

We are selling 5,000,000 shares of common stock.

Prior to this offering, there has been no public market for our common stock. The initial public offering price of the common stock is expected to be between $14.00 and $16.00 per share. We have applied to list our common stock on the NASDAQ Global Market under the symbol “BRDR.”

We are an “emerging growth company” as defined under the U.S. federal securities laws and, as such, may elect to comply with certain reduced public company reporting requirements for this and future filings.

The underwriters have an option to purchase a maximum of 750,000 additional shares to cover over-allotments of shares.

Investing in our common stock involves risks. See “Risk Factors” on page 15.

	Price to Public	Underwriting Discounts and Commissions(1)	Proceeds to Borderfree
Per Share	$	$	$
Total	$	$	$

(1) We have agreed to reimburse the underwriters for certain expenses. See “Underwriting.”

Delivery of the shares of common stock will be made on or about                     , 2014.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Credit Suisse RBC Capital Markets

Pacific Crest Securities

Canaccord Genuity William Blair Needham & Company

The date of this prospectus is                     , 2014.

TABLE OF CONTENTS

	Page
PROSPECTUS SUMMARY		1
RISK FACTORS		15
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS AND INDUSTRY DATA		42
USE OF PROCEEDS		43
DIVIDEND POLICY		43
CAPITALIZATION		44
DILUTION		46
SELECTED CONSOLIDATED FINANCIAL DATA		48
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		50
BUSINESS		80
MANAGEMENT		97
EXECUTIVE COMPENSATION		104
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS		111
PRINCIPAL STOCKHOLDERS		114
DESCRIPTION OF CAPITAL STOCK		116
SHARES ELIGIBLE FOR FUTURE SALE		120
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES		123
UNDERWRITING		126
LEGAL MATTERS		131
EXPERTS		131
WHERE YOU CAN FIND MORE INFORMATION		131
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS		F-1

You should rely only on the information contained in this prospectus or in any free writing prospectus we file with the Securities and Exchange Commission, or SEC. Neither we nor the underwriters have authorized anyone to provide you with additional information or information different from that contained in this prospectus or any free writing prospectus. We and the underwriters are offering to sell, and seeking offers to buy, shares of our common stock only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date on the front cover of this prospectus, or other earlier date stated in this prospectus, regardless of the time of delivery of this prospectus or of any sale of our common stock.

Until                     , 2014 (the 25th day after the date of this prospectus), all dealers that buy, sell, or trade shares of our common stock, whether or not participating in this offering, may be required to deliver a prospectus. This delivery requirement is in addition to the obligation of dealers to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

For investors outside of the United States: Neither we nor any of the underwriters have done anything that would permit this offering outside the United States or permit the possession or distribution of this prospectus outside the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the shares of common stock and the distribution of this prospectus outside of the United States.

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PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this prospectus and does not contain all of the information that you should consider in making your investment decision. Before investing in our common stock, you should carefully read this entire prospectus, including our consolidated financial statements and the related notes included in this prospectus and the information set forth in the section of this prospectus captioned “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Borderfree, Inc.

We are a market leader in international cross-border ecommerce, operating a proprietary technology and services platform to enable U.S. retailers to transact with consumers in more than 100 countries and territories worldwide. The market opportunity for international cross-border ecommerce is large, with cross-border consumers expected to spend $24 billion on physical goods from U.S. online retailers in 2014, based on a study conducted on our behalf by Forrester Research, Inc., or Forrester. However, the market remains significantly under-monetized by U.S. retailers today. Many U.S.-based online retailers view international expansion as important to their overall business strategies, yet international ecommerce revenues are limited today for many of these retailers. Based on the database of web merchants ranked in Internet Retailer’s 2013 Top 500 Guide, less than 60% currently sell internationally. We believe this is due to the significant challenges associated with selling to global consumers.

We believe Borderfree delivers the most comprehensive cross-border ecommerce solution available through a single unified platform enabling retailers to capitalize on the large cross-border market opportunity. Our customers, comprised of the retailers and brands that integrate our solution, use our highly scalable Borderfree platform to develop a seamless global ecommerce business across web, mobile and in-store channels to transact with international shoppers, who we refer to as consumers. Borderfree manages all aspects of the international shopping experience, including site localization, multi-currency pricing, payment processing, fraud management, landed cost calculation, customs clearance and brokerage, and global logistics services while maintaining the integrity of our customers’ brands and the consumer experience. Our integrated cross-border solution enables retailers to begin selling internationally typically within 90 days without the need to invest in expensive infrastructure, software, in-house compliance expertise or international vendor relationships. In addition, as a result of our scale and experience in international ecommerce, we have amassed a substantial amount of data that enables us to provide actionable marketing and merchandising insights to our customers to help grow their global sales.

Today, we are enabling the online international expansion initiatives of some of the largest U.S. retailers and brands, including Aeropostale, J.Crew, Lands’ End, Macy’s, Neiman Marcus, Under Armour, Warby Parker and Williams-Sonoma. As of December 31, 2013, our platform was powering the global expansion of 158 ecommerce sites for 91 customers.

We derive our revenue from fees paid to us by our customers based on a percentage of their sales generated through our platform. Our customer contracts typically have multi-year initial terms ranging from one to four years, followed by one-year renewal periods. We generate additional revenue from fulfillment services, foreign exchange and other transaction related fees. We operate our business through an asset-light model, requiring minimal capital investment, which allows us to scale our business in a cost effective and efficient manner.

Founded in 1999, we initially came to market with a patented foreign exchange technology solution that allowed ecommerce retailers to automatically present and settle transactions in the preferred currencies of their global consumers. As our business evolved, we realized that the problems retailers faced selling internationally went beyond foreign exchange to include localization, payments and logistical complexities. In response to these

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challenges we developed a comprehensive global ecommerce technology and service offering and renamed our company FiftyOne. In 2013, following the 2012 acquisition of the Borderfree business unit of Canada Post Corporation, we changed our name to Borderfree.

Since the commercial launch of our global ecommerce platform in 2008, we have experienced significant growth. We processed approximately $137 million, $302 million and $448 million of gross merchandise volume, or GMV, on our platform during 2011, 2012 and 2013, representing period over period growth of 78%, 120% and 48%, respectively. We experienced similar growth in revenue, generating revenue of $37 million, $81 million and $110 million and Adjusted Revenue, a non-GAAP measure, of $38 million, $81 million and $110 million in the same periods, representing period over period Adjusted Revenue growth of 84%, 114%, and 36%, respectively. Additionally, global ecommerce services revenue grew 94%, 111%, and 52% over the same periods, respectively. The growth in GMV on our platform and revenue was supported by a 102% growth in our customer base from 44 to 91 customers between January 1, 2011 and December 31, 2013. We had net income of $5.7 million, which included a gain from sale of business of $6.7 million, in 2011, net income of $0.2 million in 2012 and a net loss of $0.7 million in 2013. For a definition of GMV and Adjusted Revenue and a reconciliation of revenue to Adjusted Revenue, see the section entitled “Prospectus Summary—Summary Financial and Other Data.”

Market Opportunity

As a global ecommerce platform for online retailers, we benefit from international trends in ecommerce, which include the following:

• Strong demand for U.S. brands from global consumers provides U.S. retailers significant opportunities to serve markets outside the United States.

• Broadband penetration and continued development of infrastructure for online payments and fulfillment are making it easier for global consumers to purchase from U.S. brands. As a result of these trends, International Data Corporation, or IDC, expects Internet penetration to rise, with the number of Internet consumers (outside the United States) purchasing online to grow at a 17% compound annual growth rate, or CAGR, from 2012 to 2017.

• The proliferation of smartphones and tablets provides another convenient channel for global consumers to shop. IDC predicts that the number of smartphone and tablet users outside the United States will more than double from 900 million in 2012 to 1.9 billion by 2017.

Given our focus on cross-border ecommerce, our addressable market is comprised of physical goods, such as apparel, handbags, jewelry, sporting goods, home décor, and toys, which can be shipped cost-effectively, and therefore does not include digital goods and services, such as music downloads and travel. According to IDC, the global ecommerce market for physical goods was $392 billion in 2012, of which $114 billion was in the United States. IDC expects the global ecommerce market for physical goods outside the United States to grow at an 18% CAGR from 2012 to reach $640 billion by 2017, outpacing expected growth of 7% CAGR over the same period in the U.S. market. According to IDC, in 2012 there were approximately 790 million consumers outside the United States that are potentially addressable by U.S. retailers, with many more coming online every year.

According to Forrester, international expansion is top of mind for many retailers, with 75% of respondents ranking international expansion as either “very important” or “somewhat important” to their overall business strategies in their recent survey of U.S.-based online retailers. Despite this view, many of these retailers are at a very early stage of global expansion and for the majority of brands, international ecommerce revenues are limited. In fact, based on the database of web merchants ranked in Internet Retailer’s 2013 Top 500 Guide, less than 60% currently sell internationally. We believe this is due to the significant challenges associated with selling to global consumers.

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We estimate that, in 2014, cross-border consumers will spend $24 billion on physical goods from U.S. online retailers, based on a study conducted on our behalf by Forrester. However, we believe that the current market is under-monetized and that U.S. retailers not selling internationally today are missing out on significant demand from international consumers that, if served, could generate significant incremental ecommerce revenues for those retailers. Based on comScore data from May 2013, U.S. retailers in the Internet Retailer 500 receive an average of 22% of their visitor traffic from international consumers. We believe that this percentage will grow as internet penetration increases internationally, driving more global consumers to shop online with U.S. retailers for the greater product selection from their favorite U.S. brands. Based on a study conducted on our behalf, Forrester projects that our market will grow at a 17% CAGR from $20 billion in 2013 to $44 billion in 2018, significantly outpacing the growth of the overall ecommerce market for physical goods in the United States, which IDC projects will grow at a 6% CAGR through 2017.

Challenges of International Cross Border Ecommerce

Challenges for Retailers

Selling globally can be expensive and complicated. There are currently two in-house alternatives to sell to global consumers: cross-border trading and establishing an in-country presence. Retailers who sell directly from their U.S. website, which we refer to as cross-border trading, face challenges and risks including complicated import and export regulations and restrictions, an increased risk of credit card fraud, lower sales conversion rates due to the difficulty in tailoring the product offerings on their U.S. based website to global consumers and damage to their overall brand image if they provide a frustrating consumer experience. Retailers establishing an in-country presence face challenges and risks including investment of significant time and money to establish and maintain country-specific operations and infrastructure with limited ability to assess local consumer demand, exposure to foreign exchange and tax risk, and an inability to scale effectively from one market to another. The challenges and risks posed by these alternatives cause many U.S. retailers to delay or forego the opportunity to generate additional revenue from international cross-border sales and further expand their brand awareness around the world.

Challenges for the Global Consumer

Global consumers outside the United States are often faced with a disappointing customer experience whether they buy from a retailer’s local in-country website or U.S. website. When global consumers attempt to buy from a U.S. retailer’s local in-country website, they frequently encounter limited product selection. When global consumers buy from a retailer’s U.S. website, they frequently encounter high shipping costs, unexpected fees upon delivery and restrictive payment alternatives. We believe these issues make it frustrating for the global consumer and ultimately more difficult for that consumer to buy from U.S. retailers, thereby creating a significant disparity between websites visited and transactions consummated by consumers outside the United States.

We believe the combination of the large international cross-border ecommerce opportunity and challenges of implementing an in-house solution create a significant opportunity for a differentiated third party solution.

The Borderfree Solution

The Borderfree solution is a proprietary ecommerce technology and services platform designed to remove the barriers to international cross-border ecommerce. Key benefits of our platform include:

Comprehensive Solution. We believe Borderfree delivers the most comprehensive international ecommerce solution available through a single unified platform. Borderfree manages all aspects of the international sales process, including site localization, multi-currency pricing, payment processing, fraud management, landed cost

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calculation, customs clearance and brokerage and global logistics services while providing a high quality consumer experience throughout.

High Return on Investment. Our platform offers a capital efficient, cost effective and low risk solution for retailers to compete in international markets. After a minimal initial investment for integration with our platform, which enables retailers to launch in all or select markets without any incremental cost, customers then pay us a percentage of the sales they generate through our platform.

High Quality Consumer Experience. Our platform enables our customers to provide a localized experience that maintains their brand integrity. Our platform welcomes consumers to our customers’ websites in their local language and provides them with local payment options and landed cost calculations which are the transaction costs inclusive of all tariffs, value added tax, shipping costs, and clearance fees ensuring there are no surprise charges. Consumers also benefit from the retailers’ international returns and other consumer service initiatives.

Customizable Pricing and Promotion Strategies. In addition to providing market specific knowledge to our customers, we aggregate and analyze the data generated from the transactions processed on our platform. Our customers are able to leverage this data to create, test and deploy country-specific pricing and promotion strategies to maximize sales and checkout conversion.

Access to New Sales and Marketing Channels. We have entered into strategic partnerships with global marketing partners to enable our customers to expand their marketing reach to millions of qualified consumers.

Our Competitive Strengths

As a result of our extensive experience in cross-border ecommerce and substantial data asset resulting from consumer interactions on our platform, we enjoy a strategic relationship with our customers. Our customers look to us for a technology solution to enable international ecommerce expansion as well as for strategic advice on how to best expand in markets around the world. Our competitive strengths include:

Comprehensive and Scalable Platform. Our ecommerce platform enables retailers to begin selling internationally without requiring significant investment of time or resources. As the retailer’s global sales grow, our platform has the features and functionality to scale with them and effectively address their needs.

Global Reach and Scale. In 2013 we facilitated approximately $448 million of GMV, shipping to over 100 countries and territories, containing nearly 76% of the population outside the United States, and settling transactions in more than 60 currencies. We have a network of global and market-specific logistics vendors and payment providers which enables us to execute transactions and deliver products to both established markets and difficult to reach locations around the world. As a result of our scale and ability to consolidate volume we enjoy lower fulfillment costs and access to competitive foreign exchange rates.

Asset-light Business Model. Our model allows us to scale our business to serve additional customers, markets and GMV with minimal capital expenditures. We do not own or operate any distribution centers, warehouses or consumer support centers to deliver our services.

Branded Consumer Experience. We enable the retailer to provide a localized shopping experience that instills in international consumers the same level of trust and confidence in their brand as is provided to their U.S. consumers. Retailers who use our solution maintain full control of the consumer experience including the website presentation, customer service, product packaging and pre and post order related communications. By focusing on the immediacy, prominence and visibility of our customer’s brand, our solution is appealing to retailers who acquire and maintain consumers through brand equity and customer service, especially large and iconic lifestyle and department store brands.

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Substantial and Growing Data Asset. As the processor of consumer transactions on our platform, Borderfree possesses a substantial amount of data related to international consumer demand and purchasing behavior. We collect data from the time a consumer initiates the checkout process to the time a consumer completes the transaction. Since the launch of the Borderfree platform, we have processed more than 4.4 million transactions, and in 2013, we saw approximately 2.1 million transactions on our platform representing an average ratio of 1.7 transactions per consumer. We believe the average transaction per consumer will increase as we leverage our growing data asset to execute our marketing and merchandising strategies. By leveraging insights from this data, Borderfree and our retailers can more effectively grow international sales and increase the number of transactions per consumer by targeting the right consumers with the right products at the right time. We do not currently monetize our data asset beyond making our core products and services more attractive to our customers although we may attempt to do so in the future.

Growing and Loyal Customer Base. Since we launched the Borderfree solution, we have experienced significant growth in our customer base, growing from a single customer at the beginning of 2008 to 91 customers as of December 31, 2013. Our loyal customer base of high profile retailers also serves to attract new customers as they see the tangible benefits realized by implementing our solution.

International Experience. We have developed market specific knowledge about ecommerce across a diverse group of markets and cultures. Our expertise helps our customers navigate local rules, regulations and compliance to sell to consumers in local markets more quickly and optimize market specific merchandising and marketing strategies to sell to these consumers more effectively.

Our Growth Strategy

Our mission is to be the leading provider of global ecommerce services, enabling retailers and brands to easily market and sell to consumers in every corner of the globe. Our strategies to achieve this goal include:

Grow GMV with Our Existing Customers. While customers on our platform have rapidly grown their cross-border ecommerce sales, international sales still represent only a small percentage of total sales relative to their domestic sales. For our top 20 customers, we estimate that international sales using our platform accounted for an average of approximately 1.7% of their respective total ecommerce sales in 2012. However, as calculated based on data provided by comScore in April 2013, we estimate that these same customers received an average of 21% of their respective visitor traffic from international consumers. We believe there remains a significant opportunity for these customers to continue to grow their international sales volumes. We are pursuing a number of key initiatives to drive this growth including:

• Improving Sales Conversion through Optimized Logistics. The cost of shipping is one of the largest obstacles to a global consumer completing an online purchase. Leveraging our scale, we have reduced shipping costs to date, which we believe has contributed to the improvement in our order submit rate. We intend to continue optimizing our logistics network and reducing shipping costs, which we believe will further improve our order submit rate and increase sales for our customers.

• Driving Qualified Site Traffic through Strategic Partnerships. We believe we have a considerable opportunity to expand our relationship with our customers by deploying marketing solutions that will drive incremental international traffic to their ecommerce sites.

• Leveraging Our Data Asset. We have recently invested in new business intelligence and database platforms to expand our analytics capabilities and enhance our own and our customers’ ability to analyze the aggregated information, and leverage it to formulate data driven marketing and merchandising strategies.

Acquire More Customers. Based on the database of web merchants ranked in Internet Retailer’s 2013 Top 500 Guide, less than 60% currently sell internationally. We believe there is significant opportunity for a variety

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of retailers and brands to target global consumers, and we intend to expand our sales and marketing investments to acquire these customers.

Continue to Innovate and Add New Functionality to Our Platform. We continually invest in additional platform features and functionality to address our customers’ current and long-term needs. Specifically, we are investing in new carrier and payment provider integrations, streamlining browsing and purchasing on mobile devices, supporting in-country multi-channel pricing strategies and fulfilling orders using regional inventory.

Pursue Strategic Acquisitions. We plan to pursue acquisitions that complement our existing business, represent a strong strategic fit and are consistent with our overall growth strategy. We may also target future acquisitions to expand or add functionality and capabilities to our platform.

Risks Related to Our Business and Industry

Our business is subject to numerous risks and uncertainties, including those highlighted in the section titled “Risk Factors” immediately following this prospectus summary. Some of these risks are:

• We have incurred operating losses in recent fiscal periods and may be unable to sustain profitability, which may negatively impact our ability to achieve our business objectives.

• We depend on a limited number of customers for a substantial portion of our revenue. If we are unable to retain our existing customers or we experience a significant reduction of business from our largest customers, our business, growth prospects, operating results and financial condition would be adversely affected.

• If our efforts to attract new customers are not successful, or we experience delays in the customer implementation process, our revenue growth will be adversely affected, and the new customers we do attract may not generate revenue comparable to our current or historical customers.

• Our quarterly operating results may fluctuate in the future. As a result, we may fail to meet or exceed the expectations of research analysts or investors, which could cause our stock price to decline.

• If we do not successfully optimize and operate our logistics network, our business and growth strategy could be harmed.

• If we fail to develop or acquire new functionality or enhance our existing solution to meet the needs of our existing and future customers or if we fail to estimate the impact of developing and introducing new functionality and enhanced solutions in response to rapid technological changes, our revenue will decline and our expenditures could increase significantly.

• Our business and operations have experienced rapid growth and organizational change in recent periods, which has placed, and may continue to place, significant demands on our management and infrastructure. If we fail to manage our growth effectively, we may be unable to execute our business plan, maintain high levels of service or address competitive challenges adequately.

• Fluctuations in exchange rates of foreign currencies, which may reduce cross-border trade, could harm our business.

• Executive officers, directors and greater than 5% stockholders will continue to have substantial control over us after this offering. Assuming no exercise of the underwriters’ option to purchase additional shares of common stock in this offering, these persons will beneficially own, in the aggregate, 64.5% of our common stock after this offering.

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Corporate Information

We were originally incorporated in Delaware in November 1999 as E4X Inc. In 2009, we changed our name to FiftyOne, Inc. In 2013, we changed our name to Borderfree, Inc. Our principal executive offices are located at 292 Madison Avenue, 5th Floor, New York, New York 10017, and our telephone number is (212) 299-3500. Our website address is www.borderfree.com. Information contained on or that can be accessed through our website is not a part of, and is not incorporated into, this prospectus. Unless the context requires otherwise, the words “Borderfree,” “we,” “company,” “us” and “our” refer to Borderfree, Inc. and our wholly-owned subsidiaries.

Borderfree, the Borderfree logo, FiftyOne, Port 51 and other trademarks of Borderfree appearing in this prospectus are the property of Borderfree. Trade names and trademarks of other companies appearing in this prospectus are the property of the respective holders.

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The Offering

Common stock offered by us 5,000,000 shares

Common stock to be outstanding after the offering 30,476,725 shares

Overallotment option offered by us 750,000 shares

Use of Proceeds The net proceeds to us from this offering, after expenses, will be approximately $67.1 million, or approximately $77.6 million if the underwriters’ over-allotment option is exercised in full, based on an assumed offering price of $15.00 per share, the midpoint of the estimated price range set forth on the cover page of this prospectus, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us.

The principal purposes of this offering are to create a public market for our common stock and to facilitate our future access to the public equity markets, as well as to obtain additional capital. We intend to use the net proceeds from this offering for general corporate purposes. We may also use a portion of the net proceeds for acquisitions of complementary businesses, technologies or other assets, although we do not currently have any agreements, commitments or understandings with respect to any such acquisitions. See the section of this prospectus captioned, “Use of Proceeds” for additional information.

Risk Factors See “Risk Factors” and the other information included in this prospectus for a discussion of factors you should carefully consider before deciding to invest in our common stock.

Proposed NASDAQ symbol “BRDR”

The number of shares of our common stock to be outstanding after the completion of this offering is based on 25,476,725 shares outstanding as of December 31, 2013, and excludes:

• 3,192,351 shares of common stock issuable upon the exercise of options outstanding as of December 31, 2013, at a weighted average exercise price of $3.13 per share;

• 258,781 shares of common stock, issuable upon the exercise of warrants outstanding as of December 31, 2013 at a weighted average exercise price of $1.37 per share;

• stock option grants covering a total of 399,876 shares to certain employees and directors, to be effective immediately following effectiveness of the registration statement of which this prospectus is a part. The exercise price of the option grants will be equal to the price to public set forth on the cover page of this prospectus; and

• 1,920,000 shares reserved for future issuance under our 2014 Stock Option and Incentive Plan, as well as shares originally reserved for issuance under our 2011 Stock Option and Grant Plan, but which may become available for awards under our 2014 Stock Option and Incentive Plan, which plan will become effective in connection with this offering and contains provisions that will automatically increase its share reserve each year, as more fully described in “Executive Compensation—Employee Benefit Plans.”

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Except for historical consolidated financial statements or as otherwise indicated, information in this prospectus reflects or assumes the following:

• the filing of our certificate of incorporation, which will be in effect upon completion of this offering;

• the conversion of all of our outstanding convertible preferred stock into an aggregate of 20,872,628 shares of common stock immediately prior to the closing of this offering;

• no exercise of options or warrants outstanding as of December 31, 2013;

• our 1-for-1.67 reverse stock split of our common stock effected on March 10, 2014; and

• no exercise by the underwriters of their option to purchase up to an additional 750,000 shares of our common stock in this offering to cover over-allotments.

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Summary Financial and Other Data

We have derived the summary consolidated statements of operations data for the years ended December 31, 2011, 2012 and 2013 from our audited consolidated financial statements included elsewhere in this prospectus. Our historical results are not necessarily indicative of the results to be expected for any future period and the results for any interim period are not necessarily indicative of the results to be expected in the full year. The following summary consolidated financial data should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes included elsewhere in this prospectus.

	Year Ended December 31,
	2011			2012			2013
	(In thousands, except share and per share data)
Consolidated Statements of Operations Data:
Revenue	$	36,793		$	81,384		$	110,457
Operating expenses(1):
Cost of revenue		23,572			55,632			75,070
Technology and operations		3,943			7,601			9,366
Research and development		3,370			4,545			6,656
Sales and marketing		3,088			5,729			10,028
General and administrative		3,989			6,754			9,567
Total operating expenses		37,962			80,261			110,687
Income (loss) from operations		(1,169	)		1,123			(230	)
Gain from sale of business(2)		6,747			—			—
Interest and other income, net		352			1,205			1,406
Loss on change in fair value of warrants		(128	)		(1,828	)		(1,496	)
Income (loss) before income taxes		5,802			500			(320	)
Provision for income taxes		71			308			334
Net income (loss)	$	5,731		$	192		$	(654	)
Net income (loss) per share attributable to common stockholders(3):
Basic	$	0.28		$	(0.02	)	$	(0.15	)
Diluted	$	0.27		$	(0.02	)	$	(0.15	)
Weighted average common shares outstanding(3):
Basic		1,702,669			3,598,507			4,255,775
Diluted		2,034,388			3,598,507			4,255,775
Pro forma net loss per share attributable to common stockholders(4):
Basic							$	(0.03	)
Diluted							$	(0.03	)
Pro forma weighted average common shares outstanding(4):
Basic								25,128,403
Diluted								25,128,403

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	Year Ended December 31,
	2011			2012			2013
	(Dollars in thousands)
Other Financial and Operating Data:
Gross merchandise volume(5)	$	137,215		$	301,696		$	447,836
Number of customers(6)		56			84			91
Number of customer ecommerce sites(7)		94			133			158
Adjusted revenue(8)	$	37,942		$	81,384		$	110,457
Adjusted cost of revenue(8)	$	28,220		$	55,632		$	75,070
Adjusted EBITDA(9)	$	(504	)	$	2,890		$	3,462
Adjusted EBITDA as a percentage of revenue		(1.4	)%		3.6	%		3.1	%
Free cash flow(10)	$	2,025		$	2,379		$	16,339

	As of December 31, 2013
	Actual			Pro Forma(12)		Pro Forma As Adjusted(13)
	(In thousands)
Balance Sheet Data:
Cash and cash equivalents	$	43,599		$	43,632	$	113,382
Working capital(11)		19,415			22,111		89,202
Total assets		72,313			72,346		140,068
Long term debt		46			46		46
Total liabilities		43,653			40,990		41,621
Convertible preferred stock		41,937			—		—
Total stockholders’ (deficit) equity		(13,277	)		31,356		98,447

(1) Stock-based compensation included in the consolidated statements of operations data above was as follows:

	Year Ended December 31,
	2011		2012		2013
	(In thousands)
Cost of revenue	$	—	$	—	$	8
Technology and operations		45		60		210
Research and development		22		55		350
Sales and marketing		25		101		469
General and administrative		115		107		370
Total stock-based compensation	$	207	$	323	$	1,407

(2) Gain recognized from the sale of the Global Settlements Service, or GSS, business in August 2011. See Note 14 to our consolidated financial statements for further details.

(3) See Note 17 to our consolidated financial statements for further details on the calculation of basic and diluted net income (loss) per share attributable to common stockholders.

(4) See Note 17 to our consolidated financial statements for further details on the calculation of pro forma net income (loss) per share attributable to common stockholders.

(5) We define gross merchandise volume as the total dollar value of consumer orders, processed through our platform, and shipped from our processing centers, net of returns, inclusive of product value, shipping and handling, and duty and value added taxes.

(6) We define our number of customers at the end of a particular period as the number of customers that are under contract with us, and have processed international cross-border sales on our platform during such period.

(7) We define our number of customer ecommerce sites at the end of a particular period as the number of customer ecommerce sites operating on our platform.

(8) To provide investors with additional information regarding our revenue and cost of revenue, we have disclosed in the table above and within this prospectus Adjusted revenue and Adjusted cost of revenue, each a non-GAAP financial measure. We define Adjusted revenue as (a) total revenue plus (b) the fulfillment services revenue we did not recognize during the first quarter of 2011 when we recorded fulfillment services revenue on a net basis (see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Components of Results of Operations—Revenue”) and less (c) multi-currency services revenue. We have provided a reconciliation below of Adjusted revenue to revenue, the most directly comparable financial measure presented in accordance with U.S. generally accepted accounting principles, or GAAP. We define Adjusted cost of revenue as (a) cost of revenue plus (b) the fulfillment costs we did not recognize during the first quarter of 2011 when we recorded fulfillment costs on a net basis (see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Components of Results of Operations—Revenue”) and less (c) multi-currency services costs. We have provided a reconciliation below of Adjusted cost of revenue to cost of revenue, the most

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directly comparable financial measure presented in accordance with GAAP. We have included Adjusted revenue and Adjusted cost of revenue in this prospectus because they are key measures used by our management and board of directors to understand and evaluate the operating performance and trends of our current business. In particular, the adjustment to fulfillment services revenue and fulfillment services cost and the exclusion of multi-currency services revenue and multi-currency services costs, which pertain to the sale of GSS, in calculating Adjusted revenue and Adjusted cost of revenue, as applicable, are more consistent and useful period-to-period comparisons of our current business. Accordingly, we believe that Adjusted revenue and Adjusted cost of revenue provide useful information to investors and others in understanding and evaluating our operating results in the same manner as our management and board of directors. Since we began reporting fulfillment services revenue on a gross basis beginning in the first quarter of 2011, and we sold the GSS business in August of 2011, we only report Adjusted revenue and Adjusted cost of revenue for the year ended December 31, 2011. Over time, we expect period-to-period comparisons of our current business to 2011 will become less relevant to our management and board of directors, and, as a result, we expect to stop reporting Adjusted revenue and Adjusted cost of revenue to investors at some point in the future.

Our use of Adjusted revenue and Adjusted cost of revenue has limitations as an analytical tool, and you should not consider these performance measures in isolation from or as a substitute for analysis of our results as reported under GAAP. Some of these limitations are:

• Adjusted revenue includes fulfillment services revenue on a gross basis in periods during which we had fulfillment arrangements pursuant to which we were not the primary obligor to the consumer and did not have latitude in establishing pricing and selecting suppliers, and therefore reported fulfillment services revenue on a net basis;

• Adjusted cost of revenue includes fulfillment services costs on a gross basis in periods during which we had fulfillment arrangements pursuant to which we were not the primary obligor to the consumer and did not have latitude in establishing pricing and selecting suppliers, and therefore reported fulfillment services costs on a net basis;

• Adjusted revenue does not include multi-currency services revenue;

• Adjusted cost of revenue does not include multi-currency services costs; and

• other companies, including companies in our industry, may calculate similar non-GAAP financial measures differently, which reduces its usefulness as a comparative measure.

Because of these limitations, you should consider Adjusted revenue and Adjusted cost of revenue alongside other financial performance measures, including revenue, cost of revenue and our other GAAP results. The following unaudited table presents a reconciliation from revenue and cost of revenue to Adjusted revenue and Adjusted cost of revenue, respectively, for each of the periods indicated:

	Year Ended December 31,
	2011			2012		2013
	(In thousands)
Reconciliation of Revenue to Adjusted Revenue:
Revenue
Global ecommerce services	$	16,590		$	35,044	$	53,268
Fulfillment services		16,882			46,340		57,189
Multi-currency services		3,321			—		—
Total revenue		36,793			81,384		110,457
Adjustment to fulfillment services		4,470			—		—
Multi-currency services		(3,321	)		—		—
Adjusted revenue	$	37,942		$	81,384	$	110,457

	Year Ended December 31,
	2011			2012			2013
	(In thousands)
Reconciliation of Cost of Revenue to Adjusted Cost of Revenue:
Cost of revenue	$	23,572		$	55,632		$	75,070
Adjustment to fulfillment services costs		4,470			—			—
Multi-currency services costs		178			—			—
Adjusted cost of revenue	$	28,220		$	55,632		$	75,070
Adjusted cost of revenue as a percentage of adjusted revenue		74.4	%		68.4	%		68.0	%

(9) We present Adjusted EBITDA in this prospectus to provide investors with a supplemental measure of our operating performance. Adjusted EBITDA is a non-GAAP financial measure. We define Adjusted EBITDA as net income (loss) before income taxes, interest

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income (expense), depreciation and amortization, loss on change in fair value of warrants, share-based compensation, gain recognized from the sale of the GSS business in August 2011 (see Note 14 to our consolidated financial statements for further details), and market based royalties and outsourcing servicing fees earned as a result of the sale of GSS, which we refer to as other income–GSS.

We have included Adjusted EBITDA in this prospectus because it is a key measure used by our management and board of directors to understand and evaluate our core operating performance and trends, to prepare and approve our annual budget and to develop short- and long-term operational plans, and to allocate resources to expand our business. In particular, the exclusion of certain expenses, gain on sale of business and other income-GSS in calculating Adjusted EBITDA can provide a useful measure for period-to-period comparisons of our ongoing core business. Accordingly, we believe that Adjusted EBITDA provides useful information to investors and others in understanding and evaluating our operating results in the same manner as our management and board of directors.

Our use of Adjusted EBITDA has limitations as an analytical tool, and you should not consider this performance measure in isolation from or as a substitute for analysis of our results as reported under GAAP. Some of these limitations are:

• although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and Adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements or for new capital expenditures;

• Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs;

• Adjusted EBITDA does not consider the potentially dilutive impact of equity-based compensation;

• Adjusted EBITDA does not reflect tax payments that may represent a reduction in cash available to us;

• Adjusted EBITDA does not reflect the interest expense or the cash requirements necessary to service interest payments on our debt or any losses on the extinguishment of our debt;

• Adjusted EBITDA does not reflect the loss on change in fair value of warrants;

• Adjusted EBITDA does not reflect the gain from the sale of the GSS business in 2011;

• Adjusted EBITDA does not reflect the market based royalties and outsourcing servicing fees earned as a result of the sale of GSS; and

• other companies, including companies in our industry, may calculate Adjusted EBITDA differently, which reduces its usefulness as a comparative measure.

Because of these limitations, you should consider Adjusted EBITDA alongside other financial performance measures, including various cash flow metrics, net income (loss) and our other GAAP results. The following unaudited table presents a reconciliation from net income (loss), the most directly comparable financial measure calculated and presented in accordance with GAAP, to Adjusted EBITDA for each of the periods indicated:

	Year Ended December 31,
	2011			2012			2013
	(In thousands)
Reconciliation of Net Income (Loss) to Adjusted EBITDA:
Net income (loss)	$	5,731		$	192		$	(654	)
Depreciation and amortization		458			1,444			2,285
Interest expense (income)		155			(182	)		(26	)
Provision for income taxes		71			308			334
Loss on change in fair value of warrants		128			1,828			1,496
Stock-based compensation expense		207			323			1,407
Gain from sale of business		(6,747	)		—			—
Other income-GSS		(507	)		(1,023	)		(1,380	)
Adjusted EBITDA	$	(504	)	$	2,890		$	3,462

(10) Free cash flow is used as a measure of our operating performance and for planning purposes, including the preparation of our annual operating budget. Management believes that free cash flow is useful to investors as a supplemental measure to evaluate our business over time.

Free cash flow is defined as net cash provided by (used in) operating activities less purchases of property and equipment and less capitalized internal use software. Management believes that the use of free cash flow provides consistency and comparability with our past financial performance, facilitates period to period comparisons of operating performance and also facilitates comparisons with other peer companies, many of which use similar non-GAAP financial measures to supplement their GAAP results.

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Free cash flow should not be considered a substitute for other measures of financial performance reported in accordance with GAAP. There are limitations to using non-GAAP financial measures, including that other companies may calculate these measures differently than we do. Management compensates for the inherent limitations associated with measuring free cash flow through disclosure of such limitations, presentation of our financial statements in accordance with GAAP and reconciliation of free cash flow to the most directly comparable GAAP measure, net cash provided by (used in) operating activities. A reconciliation of net cash provided by operating activities to free cash flow is presented below:

	Year Ended December 31,
	2011			2012			2013
Reconciliation of Free Cash Flow to Net Cash Provided by Operating Activities	(in thousands)
Net cash provided by operating activities	$	2,708		$	5,933		$	21,237
Less purchases of property and equipment		(683	)		(1,874	)		(1,603	)
Less capitalized internal use software		—			(1,680	)		(3,295	)
Free cash flow	$	2,025		$	2,379		$	16,339

(11) We define working capital as current assets less current liabilities.

(12) Reflects our summary consolidated balance sheet data as of December 31, 2013 on a pro forma basis assuming the conversion of all outstanding shares of our convertible preferred stock into 20,872,628 shares of our common stock, which will occur immediately prior to the closing of this offering, and the conversion of all outstanding warrants to purchase convertible preferred stock into warrants to purchase an aggregate of 226,705 shares of common stock as of December 31, 2013, which will occur immediately prior to the closing of this offering unless earlier exercised or expired, the repayment, and/or forgiveness, of notes receivable from our stockholders, which occurred prior to the first public filing of the registration statement for the proposed public offering and the filing of our certificate of incorporation that will be in effect upon completion of this offering.

(13) Reflects our summary consolidated balance sheet data as of December 31, 2013 on a pro forma as adjusted basis to include the pro forma adjustments described in footnote (11) above and our receipt of the net proceeds from our sale of 5,000,000 shares of common stock in this offering at an assumed initial public offering price of $15.00 per share, the midpoint of the price range set forth on the cover page of this prospectus, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. A $1.00 increase (decrease) in the assumed initial public offering price of $15.00 per share, the midpoint of the range set forth on the cover page of this prospectus, would increase (decrease) cash and cash equivalents and each of working capital, excluding deferred revenue, total assets and total stockholders’ deficit by $4.7 million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. The pro forma as adjusted information discussed above is illustrative only and will be adjusted based on the actual public offering price and other terms of this offering determined at pricing.

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RISK FACTORS

Investing in our common stock involves a high degree of risk. You should carefully consider the risks and uncertainties described below, together with all of the other information included in this prospectus, including our consolidated financial statements and the related notes appearing at the end of this prospectus, before deciding to invest in our common stock. Our business, financial condition, operating results and future growth prospects could be materially and adversely affected by any of these risks or uncertainties. In that case, the trading price of our common stock could decline, and you may lose all or part of your investment.

Risks Related to Our Business and Our Industry

We have incurred operating losses in recent fiscal periods and may be unable to sustain profitability, which may negatively impact our ability to achieve our business objectives.

We incurred operating losses in certain recent fiscal periods. Excluding the gain on the sale of our Global Settlements Service, or GSS, business in August 2011, we would have reported a loss of $1.0 million for 2011. We reported net income of $0.2 million for 2012 and a net loss of $0.7 million for 2013; however, we cannot assure you that we will be profitable in the future. As of December 31, 2013, our accumulated deficit was $16.4 million. We expect to continue to make future expenditures to develop and expand our business that may result in us incurring future losses. In addition, as a public company we will incur significant legal, accounting and other expenses that we did not incur as a private company. These increased expenditures will make it harder for us to sustain future profitability. Our recent growth in revenue and number of customers may not be sustainable, and we may not achieve sufficient revenue to maintain profitability if our growth slows or we lose customers or have customers reduce their sales volume on our platform. We may incur significant losses in the future for a number of reasons, including the other risks described in this prospectus, and we may encounter unforeseen expenses, difficulties, complications and delays and other unknown events. For example, one of our strategies is to substantially increase the number of carriers and logistics hubs. If we fail to manage growth and additional complexity in our logistics network, our ability to reduce our fulfillment costs and increase sales conversion could be adversely affected. Additionally, we may experience fluctuations in foreign currencies which could reduce cross-border trade which in turn could adversely affect the sales volume on our platform. Accordingly, we may not be able to maintain profitability and we may incur significant losses for the foreseeable future.

Our limited history as a comprehensive global ecommerce platform makes it difficult to evaluate our current business and future prospects.

In 2008, we changed our business and began offering a comprehensive solution that allows U.S. retailers to transact with consumers worldwide. We have a limited operating history with respect to our current business, which may make it difficult for you to evaluate our current business and our future prospects. For example, the analysis which we present in the sections of this prospectus captioned “Business—Our Competitive Strengths” includes a discussion of customer cohorts. Results for each customer cohort inherently reflect a distinct group of retailers and consumers and may not be representative of our current or future composite group of retailers and consumers, particularly as we grow and our customer base broadens. In addition, the results for each customer cohort may reflect unique market and consumer dynamics during the periods covered and may not be indicative of the future performance of such cohort or other cohorts. In recent periods we have experienced significant growth. We have encountered and will continue to encounter risks and difficulties frequently experienced by growing companies in rapidly changing industries, including increasing and unforeseen expenses as we continue to grow our business. If we do not manage these risks successfully, our business may be adversely impacted.

We depend on a limited number of customers for a substantial portion of our revenue. The loss of a key customer or the significant reduction of business from our largest customers could significantly reduce our revenue.

We have derived, and we believe that we will continue to derive, a substantial portion of our revenue from a limited number of customers, many of whom can terminate their agreements with us upon 30 to 90 days prior

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written notice. For example, for the year ended December 31, 2013, transactions with our largest ten customers accounted for an aggregate of approximately 59% of our global ecommerce revenue. No individual customer accounted for more than 10% of our total revenue for the years ended December 31, 2011, 2012 and 2013. Additionally, transactions with our top three customers generated approximately 30% of our global ecommerce revenue for the years ended December 31, 2011 and 2012, and approximately 25% for the year ended December 31, 2013. Because the primary driver of global ecommerce services and fulfillment services revenue are the international cross-border sales processed through our platform, our total revenue is dependent on a relatively small number of customers and their end consumers who will continue to account for a significant portion of our revenue for the foreseeable future. As a result, our operating results for the foreseeable future will continue to depend on our ability to provide our ecommerce solutions to this small number of customers. Any revenue growth will depend on our success in retaining our customers, growing our customers’ sales processed on our platform and acquiring additional customers. The loss of one or more of our customers, particularly the loss of any of our larger customers, whether through change in customer strategy, acquisitions, consolidations, bankruptcies, terminations for convenience or otherwise, or the failure to retain a significant amount of business from our customers, could harm our business, growth prospects, operating results and financial condition. For example, during the quarter ended September 30, 2013 the Company’s sales volumes were negatively impacted by certain customers opting to insource selective markets.

If we are unable to retain our existing customers, or the sales volumes generated by them on our platform decline, or does not increase, our business, operating results and financial condition would be adversely affected.

Our customer contracts typically have initial multi-year terms ranging from one to four years, followed by one-year renewal periods. We generate a significant portion of revenue from fees paid to us by our customers based on a percentage of their total gross international sales revenue processed through our platform. We also generate revenue from consumers for fulfillment services, including revenue related to international shipping, handling, and other efforts associated with delivering global logistics services, and foreign exchange and other transaction related fees. These contributors to our revenue are driven by international ecommerce sales generated on our platform.

Our customers often have the right to terminate their agreements for convenience by providing 30 to 90 days prior written notice, and have no obligation to renew their agreements with us after their terms expire. Even if these agreements are renewed, they may not be renewed on the same or on more profitable terms. We expect to continue to derive a significant portion of our revenue from our existing customers’ total sales on our platform and we expect our future revenue growth to be driven by increases in our existing customers’ sales. Despite such expectations, we cannot guarantee that our customers process a minimum volume of sales using our ecommerce solutions. As a result, if existing customers terminate their agreements with us, elect to operate their cross-border trading in certain markets by setting up local operations, do not renew their agreements with us, renew on less favorable terms, do not generate their current volume of sales using our solutions, or demand a fixed pricing per transaction model, our operating results and financial condition will suffer. In addition, the rate at which our customers increase their sales volumes on our platform, and the rate at which new customers adopt our ecommerce solutions is critical to our future growth. Factors that may affect sales volumes processed on our platform, and the adoption rate for our solution include:

• the price, performance and functionality of our solutions;

• the availability, price, performance and functionality of competing solutions;

• the effectiveness of our logistics and customer support services;

• the degree and the rate to which our customers adopt our marketing programs and solutions to drive additional traffic to their ecommerce sites; and

• the strengthening of the U.S. dollar against other currencies, which may affect international end consumers’ ability or willingness to purchase our customers’ products.

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If our efforts to attract new customers are not successful, our revenue growth will be adversely affected, and the new customers we do attract may not generate revenue comparable to our current or historical customers.

One of our growth strategies is to acquire new customers. There is no guarantee that we can sustain our historical acquisition rates. Our ability to attract new customers will depend in large part on the success of our sales and marketing efforts, which may not be successful. Our prospective customers may not be familiar with our solution, or may have traditionally used other products and services for their international ecommerce needs. Our prospective customers may develop their own solutions to address their international ecommerce needs, purchase competitive product offerings, or engage third-party providers of services that do not use our solution to provide their services. In addition, attracting new customers requires substantial time and expense. It may be difficult to identify, engage and market to customers who do not currently have ecommerce needs or are unfamiliar with our solution, and many of our customers typically require input from one or more internal levels of approval. This requires us to spend substantial time and effort assisting potential customers in evaluating our solution including providing demonstrations. If our prospective customers do not perceive our solution to be of sufficiently high value and quality, we may not be able to attract new customers and our business, operating results and financial condition would be adversely affected. Additionally, even if we are successful in attracting new customers, such new customers may not generate comparable revenue relative to our current or historical customers, which could materially adversely affect our operating results and our growth.

Fluctuations in exchange rates of foreign currencies, which may reduce cross-border trade, could harm our business.

International sales generated by our customers processing transactions through our platform are the primary source of both revenue and profit for us. The operating results of, and sales generated from, many of our customers’ internationally focused websites running on our platform are exposed to foreign exchange rate fluctuations. For example, for a U.S. retailer running on our platform, if the U.S. dollar weakens against foreign currencies, the translation of the prices of the retailer’s products into foreign currency denominated transactions would decrease, which may result in increased international sales volumes, revenue and net income for us. Conversely, to the extent the U.S. dollar strengthens against foreign currencies, as experienced in 2013 with the Australian dollar and the Japanese yen, cross-border trade related to purchases of dollar-denominated goods from our U.S.-based retailers running on our platform by non-U.S. purchasers will likely decrease, which would adversely affect our business, operating results and financial condition. As exchange rates in foreign currencies vary, our net revenue and other operating results may differ materially from expectations. In particular, if the U.S. dollar strengthens against major European currencies (for example, the euro and pound sterling) due to the ongoing sovereign debt crisis in Europe, worsening economic conditions or for any other reasons, our revenue and operating results would be adversely impacted.

Our operating results are subject to seasonal fluctuations that could adversely affect the market price of our common stock.

Our business is seasonal in nature and the fourth quarter is a significant period for our operating results due to the holiday season. In 2011, 2012 and 2013, fourth quarter revenue represented approximately 39%, 36% and 32% of our total annual revenue, respectively. As a result, revenue and income (loss) from operations generally decline in the first quarter sequentially from the fourth quarter of the previous year.

Any disruption in our ability to process and fulfill consumer orders in the fourth quarter could have a negative effect on our quarterly and annual operating results. For example, if a large number of end consumers access our customers’ websites that operate on our platform in a short period of time due to increased holiday demand, we may experience system interruptions that prevent us from efficiently fulfilling orders, which may reduce the volume of goods we sell through, and the attractiveness of, our platform. In addition, we may experience an increase in our net shipping cost due to complimentary upgrades, split-shipments, and additional long-zone shipments necessary to ensure timely delivery for the holiday season. Additionally, any disruption in

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our business operations or the operations of our customers or logistics providers or other factors that could lead to a material shortfall compared with our expectations for the fourth quarter could result in a significant shortfall in revenue and operating cash flows for the full year.

If we do not successfully optimize and operate our logistics network, our business and growth strategy could be harmed.

The cost of shipping is one of the largest obstacles to a global consumer completing an online purchase. An important part of our strategy is to improve submit rates through our efficiencies and cost reductions via improvements and expansion of our logistics and distribution infrastructure and our supply chain. As part of this strategy, we intend to continue reducing the cost of logistics by expanding the number of hubs and carriers in our logistics network. As we continue to expand the number of hubs and carriers, our logistics network will become increasingly complex and operating it may become more challenging. If one or more service providers in our logistics network on whom we rely fail to perform adequately, our ability to optimize and operate our logistics network will be impaired. If we are unsuccessful in continuing to optimize and operate, our logistics network, our fulfillment costs, operating results, financial condition and growth prospects will be adversely affected.

If we experience delays in the customer implementation process, it could delay our ability to recognize revenue, increase our costs and otherwise negatively impact our business.

In the initial stage of implementation our ecommerce solution is configured and integrated based on the customer’s needs. It may be difficult for us to manage the timeliness of these implementations and the allocation of personnel and resources by us or our customers. If our infrastructure capacity is insufficient to meet our needs, we may experience delays in deploying our solution to new customers, or expanding the solutions we offer to existing customers. We do not recognize significant revenue from customers until their ecommerce solution is launched. If the launch of our solution with a new customer is delayed or an expansion of our solution with an existing customer is delayed due to complications in the implementation process caused by us or our customers, our recognition of revenue for the deployment or expansion with such customer will be delayed. Therefore, failure to successfully manage customer implementations could result in a delay in our ability to recognize revenue. In the past, delays in customer implementation have also resulted in unexpected variances in our results. Delays in implementation could also increase costs, harm our reputation, cause us to lose existing customers, lead to potential customer disputes or limit the adoption rate of our solutions, and our business, operating results and financial condition could be materially and adversely affected.

Our lengthy sales cycle makes it difficult to predict our future revenue and causes variability in our operating results.

Our sales cycle can vary substantially from customer to customer, but typically requires four to six months and, in some cases, even longer depending on the size and complexity of the opportunity. A number of factors influence the length and variability of our sales cycles, including, for example:

• the need to educate potential customers about the uses and benefits of our solutions;

• the discretionary nature of potential customers’ purchasing and budget cycles and decisions;

• the competitive nature of potential customers’ evaluation and purchasing processes;

• evolving ecommerce needs and functionality demands of potential customers;

• announcements or planned introductions of new products by us or our competitors; and

• lengthy purchasing approval processes of potential customers, who frequently need to obtain approvals from multiple decision-makers before making purchasing decisions.

Our ability to accurately forecast revenue is affected by our ability to forecast new customer acquisition. Lengthy sales cycles make it difficult to predict the quarter in which revenue from a new customer may first be recognized. If we overestimate new customer growth, our revenue will not grow as we forecast, our costs and

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expenses may continue to exceed our revenue and our profitability will be harmed. In addition, we plan our operating expenses, including sales and marketing expenses, and our hiring needs in part on our forecasts of new customer growth and future revenue. If new customer growth or revenue for a particular period is lower than expected, we may not be able to proportionately reduce our operating expenses for that period, which would harm our operating results for that period and our stock price may decline. Delays in our sales cycles could cause significant variability in our revenue and operating results for any particular period.

We may not be able to compete successfully against current and future competitors, including internally-developed solutions.

We face intense competition in the market for ecommerce applications and services, and we expect competition to intensify in the future. Increased competition may result in reduced pricing for our solutions, longer sales cycles or a decrease of our market share, any of which could negatively affect our business, operating results and financial condition. A number of competitive factors could cause us to lose potential sales or to sell our solutions at lower prices or at reduced margins, including, among others:

• existing and potential customers may choose to develop ecommerce applications in-house, rather than pay for our solutions. For example, when they reach sufficient scale and presence in a market to house local inventory to make cross-border transactions unnecessary;

• we may lose customers that merge with or are acquired by companies using a competitor’s or an internally-developed solution;

• some of our current and potential competitors have greater financial, marketing and technical resources than we do, allowing them to leverage a larger installed customer base and distribution network, adopt more aggressive pricing policies and offer more attractive sales terms, adapt more quickly to new technologies and changes in customer requirements, and devote greater resources to the promotion and sale of their products and services than we can;

• current and potential competitors may merge, have established or may establish cooperative relationships among themselves or with third parties to enhance their products and expand their markets, and consolidation in our industry is likely to intensify. Accordingly, new competitors or alliances among competitors may emerge and rapidly acquire significant market share;

• current and potential competitors may offer software that addresses one, or a limited number, of ecommerce functions at a lower price point or with greater depth than our solutions; and

• software vendors could bundle ecommerce solutions or offer such products at a lower price as part of a larger product sale.

We cannot assure you that we will be able to compete successfully against current and future competitors. In addition, competition may intensify as our competitors enter into business combinations or alliances or raise additional capital and established companies in other market segments or geographic markets expand into our market segments or geographic markets. If we cannot compete successfully against our competitors, our business, operating results and financial condition could be negatively impacted.

If we fail to develop or acquire new functionality or enhance our existing solution to meet the needs of our existing and future customers or if we fail to estimate the impact of developing and introducing new functionality and enhanced solutions on our business in response to rapid technological changes, our revenue will decline and our expenditures could increase significantly.

The ecommerce market is characterized by rapid technological change, frequent new product and service introductions and evolving industry standards. To keep pace with technological developments, satisfy increasingly sophisticated customer requirements and achieve market acceptance, we must continue to enhance and improve our existing solution and we must also continue to introduce new solutions. Any new solutions we develop or acquire may not be introduced in a timely manner and may not achieve the broad market acceptance

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necessary to generate significant revenue. If we are unable to successfully develop or acquire new solutions or enhance our existing solutions or if we fail to price our solutions to meet market demand, our business, operating results and financial condition will be adversely affected. For example, we intend to expand our sales and marketing investments to focus on acquiring smaller U.S. retailers by offering self-service options requiring limited integration time, effort and investment. Our efforts to expand our solution to new organization sizes or beyond existing solutions may divert management resources from existing operations and require us to commit significant financial resources to an unproven business, which could in turn harm our existing business.

We expect to incur significant expense to develop additional solutions and functionalities and to integrate acquired solutions or functionalities into our existing platform to maintain our competitive position. These efforts may not result in commercially viable solutions. We may experience difficulties with software development, industry standards, design, manufacturing or marketing that could delay or prevent our development, introduction or implementation of new solutions and enhancements. If we do not receive significant revenue from these investments, our business, operating results and financial condition could be adversely affected. Additionally, we intend to maintain a single version of each release of our software applications that is configurable to meet the needs of our customers. Customers may require customized solutions, or features and functions that we do not yet offer and do not intend to offer in future releases, which may cause them to choose a competing solution. If we fail to develop solutions that satisfy customer preferences in a timely and cost-effective manner, our ability to renew our contracts with existing customers and our ability to create or increase demand for our solutions will be harmed, and our business, operating results and financial condition could be materially adversely affected.

Our business and operations have experienced rapid growth and organizational change in recent periods, which has placed, and may continue to place, significant demands on our management and infrastructure. If we fail to manage our growth effectively, we may be unable to execute our business plan, maintain high levels of service or address competitive challenges adequately.

Our growth has placed, and may continue to place, a significant strain on our managerial, administrative, operational, financial and other resources. We increased our number of full-time employees from 81 as of December 31, 2010 to 189 as of December 31, 2013. We intend to further expand our overall business, customer base, headcount and operations, both domestically and internationally, with no assurance that our business or revenue will continue to grow. Our plan to expand our business will substantially increase the complexity of our efforts to optimize and operate our logistics network, and if we fail to do so, our business and growth strategy will be adversely affected. Creating a global organization and managing a geographically dispersed workforce will continue to require substantial management effort, the allocation of valuable management resources and significant additional investment in our infrastructure. We will be required to continue to improve our operational, financial and management controls and our reporting procedures and we may not be able to do so effectively. As such, we may be unable to manage our expenses effectively in the future, which may negatively impact our gross margins or operating expenses in any particular quarter, and our operating results. If we fail to manage our anticipated growth and change in a manner that preserves the key aspects of our corporate culture, the quality of our solutions may suffer, which could negatively affect our brand and reputation and harm our ability to retain and attract customers.

Our business is sensitive to consumer spending and general economic conditions in the global economy and in the regional markets in which our customers have significant sales.

Consumer purchases of discretionary items may be adversely affected by economic conditions such as employment levels, wage and salary levels, trends in consumer confidence and spending, reductions in consumer net worth, interest rates, inflation, the availability of consumer credit and taxation policies. Consumer purchases in general may decline during recessions, periods of prolonged declines in the equity markets or housing markets and periods when disposable income and perceptions of consumer wealth are lower, and these risks may be exacerbated for us due to our focus on facilitating the sale of discretionary items. In addition, international end consumers of our customers’ products are concentrated in a limited number of regional markets. Sales originating

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from our top five international markets, Canada, Australia, the U.K., Russia and Hong Kong, accounted for approximately 63% of our sales volume in 2013. A downturn in the global economy, or in a regional market in which our customers have significant sales, could have a material, adverse effect on consumer purchases, our operating results and our financial position, and a downturn adversely affecting our consumer base could have a disproportionate impact on our business. In addition, fluctuations in the foreign exchange rates of the currencies of one or more of our top five international markets against the U.S. dollar could adversely impact end consumer purchases in those markets and affect our business. See “—Fluctuations in exchange rates of foreign currencies, which may reduce cross-border trade, could harm our business” for further information. There continues to be significant volatility and uncertainty in the global economy. In particular, the current uncertainty in Europe (including concerns that certain European countries may default in payments due on their national debt) and any resulting disruption could adversely impact our net sales revenue derived from Europe and elsewhere unless and until economic conditions in that region improve. Further or future downturns may adversely affect traffic at merchant websites and could materially and adversely affect our business, operating results and financial condition.

We are dependent upon consumers’ willingness to use the internet for commerce.

Our solution is focused on enabling international, cross-border ecommerce, and the ecommerce market is less developed outside of the United States. Our success depends upon consumers’ continued willingness to use the Internet as a means to purchase goods, communicate, and conduct and research commercial transactions, particularly in markets outside of the United States, where adoption of the Internet and electronic commerce may evolve slowly or may not evolve at all. If consumers became unwilling, less willing or unable to use the Internet for commerce for any reason, including lack of access to high-speed communications equipment, congestion of traffic on the Internet, Internet outages or delays, disruptions or other damage to users’ computers, governmental restrictions, increases in the cost of accessing the Internet and security and privacy risks or the perception of such risks, our business, operating results and financial condition could be materially adversely affected. In addition, because our services depend to a significant extent on usage of the Internet by consumers, restrictions on such use by certain countries, such as China and those in the Middle East, may adversely affect our business, operating results and financial condition.

Even if demand for ecommerce products and services increases generally, there is no guarantee that demand for a solution like ours will increase to a corresponding degree.

For our customers and potential customers to be willing to invest in our ecommerce solutions, the Internet must continue to be accepted and widely used for commerce and communication. If ecommerce does not grow or grows more slowly than expected, then our future revenue and profits may not meet our expectations or those of analysts. The widespread adoption of our solutions depends not only on strong demand for ecommerce products and services generally, but also for products and services delivered via a platform and services business model in particular. Many companies continue to rely primarily or exclusively on traditional means of commerce that are not Internet-based and may be reluctant to change their patterns of commerce. Even if such companies do adopt ecommerce solutions, it is unclear whether they will desire ecommerce solutions like ours. As a result, we cannot assure you that our ecommerce solutions will achieve and sustain the high level of market acceptance that is critical for the future success of our business.

Any significant disruption in our hosting network infrastructure delivered by a limited number of data centers could harm our reputation, require us to provide credits or refunds, result in early termination of customer agreements or loss of customers, and negatively affect our business, operating results and financial condition.

Our hosting network infrastructure is a critical part of our business operations. End consumers of our customers depend on us for fast and reliable access to our solution through the Internet. Our software is proprietary, and we rely on the expertise of members of our engineering and software development teams for the

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continued performance of our solution. We have experienced, and may in the future experience, disruptions in our computing and communications infrastructure. Factors that may cause such disruptions include:

• human error;

• security breaches;

• telecommunications outages from third-party bandwidth, Internet service, mobile network, electricity and other providers;

• computer viruses;

• acts of terrorism, sabotage or other intentional acts of vandalism;

• unforeseen interruption or damages experienced in moving hardware to a new location;

• fire, earthquake, flood and other natural disasters; and

• power loss.

Interruptions in our services could reduce our revenue, cause us to issue credits to customers, subject us to potential liability, damage our brand and our reputation and cause customers to terminate their agreements or harm our renewal rates.

We manage our services and serve all of our customers from two third-party data center facilities. While we engineer and architect the actual computer and storage systems upon which our platform runs and deploy them to the data center facilities, we do not control the operation of these facilities. Our data centers are vulnerable to damage or interruption from human error, intentional bad acts, earthquakes, hurricanes, floods, fires, war, terrorist attacks, power losses, hardware failures, systems failures, telecommunications failures and similar events. At least one of our data facilities is located in an area known for seismic activity, increasing our susceptibility to the risk that an earthquake could significantly harm the operations of these facilities. The occurrence of a natural disaster or an act of terrorism, or vandalism or other misconduct, a decision to close the facilities without adequate notice or other unanticipated problems could result in lengthy interruptions in our services. In addition, the owners of our data facilities have no obligation to renew their agreements with us on commercially reasonable terms, or at all. If we are unable to renew these agreements on commercially reasonable terms, we may be required to transfer to new data center facilities, and we may incur significant costs and possible service interruption in connection with doing so. Any changes in third-party service levels at our data centers or any errors, defects, disruptions or other performance problems with our services could harm our reputation and may damage our customers’ businesses.

We have experienced significant growth in the number of users, transactions and data that our hosting infrastructure supports. We work with our third-party hosting providers to maintain sufficient excess capacity in our hosting network infrastructure to meet the needs of all of our customers. We also work with our third-party hosting providers to maintain excess capacity to facilitate the rapid provision of new customer deployments and the expansion of existing customer deployments. However, the provision of new hosting infrastructure requires significant lead time. If we do not accurately predict our infrastructure capacity requirements, particularly in the fourth quarter when we might experience significant increases in traffic on our customers’ ecommerce sites, our platform could experience service outages that may subject us to financial penalties and financial liabilities and result in customer losses. If our hosting infrastructure capacity fails to keep pace with increased sales, customers may experience delays as we seek to obtain additional capacity, which could harm our reputation and adversely affect our business, operating results and financial condition.

If we fail to maintain our reputation and brand cost-effectively, our business may suffer.

We believe that maintaining our reputation and brand in a cost-effective manner is critical to achieving widespread acceptance of our existing and future solutions and is an important element in attracting new customers. Our reputation and brand may be impaired by a number of factors, including product malfunctions,

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data security breaches, network outages and other events as described elsewhere in these risk factors. Furthermore, we believe that the importance of brand recognition will increase as competition in our market increases. Successful maintenance of our reputation and brand will depend largely on our ability to provide reliable and useful services at competitive prices to our customers. To date, we have engaged in relatively little direct brand promotion activities, which may enhance the risk that we may not successfully implement brand enhancement efforts in the future. Brand promotion activities may not yield increased revenue, and even if they do, any increased revenue may not offset the expenses we incurred in building our brand. If we fail to successfully promote and maintain our brand, or incur substantial expenses in an unsuccessful attempt to promote and maintain our brand, we may fail to attract enough new customers or retain our existing customers to the extent necessary to realize a sufficient return on our brand-building efforts, and our business could suffer.

Our growth depends in part on the success of our strategic relationships with third parties, such as global marketing partners.

We have formed strategic partnerships with global marketing partners, such as American Express, MasterCard, PayPal and Visa, to expand the reach of our customers to end consumers through the variety of marketing channels offered by these partners. If we are unsuccessful in maintaining our relationships with these third parties or establishing relationships with others in the future, our ability to compete in the marketplace or to grow our revenue could be impaired and our operating results would suffer. Even if we are successful, we cannot assure you that these relationships will result in improved operating results. See the sections of this prospectus captioned “Business—The Borderfree Solution” and “Business—Our Growth Strategy” for more information on our strategic relationships with third parties.

We rely on third-party services, such as shipping and transportation, and payment and foreign exchange providers, in our ecommerce solutions.

We rely on third parties, such as shipping and transportation providers, to deliver our customers’ products to end consumers. Shortages of transportation vessels, transportation disruptions or other adverse conditions in the transportation industry due to shortages of truck drivers, strikes, slowdowns, piracy, terrorism, disruptions in rail service, closures of shipping routes, unavailability of ports and port service for other reasons, increases in fuel prices and adverse weather conditions could increase our costs and disrupt our operations and our ability to deliver our customers’ products to end consumers. The failure of our third-party transportation providers to provide high quality customer service when delivering our customers’ product to end consumers would adversely affect our customers’ and our reputation and our relationship with our customers and could negatively impact our business and operating results. In addition, we rely on our third-party service providers to execute our growth strategy of reducing the cost of logistics by expanding the number of hubs and carriers in our logistics network. If we fail to successfully integrate our third-party service providers into these efforts, our growth will be adversely affected. Furthermore, we rely on third parties to provide payment, remittance and worldwide currency exchange services, and we cannot guarantee that such providers will perform adequately. Errors made by, or delays in service from, such third party payment and currency exchange providers could adversely affect our ability to process purchases by consumers on our platform or convert local currencies to U.S. dollars in a timely manner or at all, which could affect our business, operating results and financial condition.

Our success will depend on our ability to build and maintain relationships with these and other third party service providers on commercially reasonable terms. If we are unable to build and maintain such relationships on commercially reasonable terms, we may have to suspend or cease operations. Even if we are able to build and maintain such relationships, if these third parties are unable to deliver their services on a timely basis, end consumers could become dissatisfied and decline to make future purchases from our customers, which would adversely affect our revenue derived from our customers’ ecommerce sites operating on our platform. If our customers become dissatisfied with the services provided by these third parties, our reputation and our company could suffer.

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Our use of and reliance on research and development resources in Israel may expose us to unanticipated costs or events.

Our principal research and development operations are located in Israel. Accordingly, political, economic and military conditions in Israel may affect our business. Since the establishment of the State of Israel in 1948, a number of armed conflicts have occurred between Israel and its Arab neighbors. Acts of terrorism periodically occur which could affect our operations or personnel. Ongoing or revived hostilities or other factors related to Israel could harm our operations and research and development process and could impede our ability to execute our plan of operations, and wars and acts of terrorism have resulted in damage to the Israeli economy, including reducing the level of foreign and local investment. Furthermore, certain of our officers and employees may be obligated to perform annual reserve duty in the Israel Defense Forces and are subject to being called up for active military duty at any time. Israeli citizens who have served in the army may be subject to an obligation to perform reserve duty until they are between 40 and 49 years old, depending upon the nature of their military service.

There can be no assurance that our reliance upon research and development resources in Israel will enable us to achieve meaningful cost reductions or greater resource efficiency. Further, our research and development efforts and other operations in Israel involve other significant risks, including:

• difficulty hiring and retaining appropriate engineering personnel because of intense competition for engineers and resulting wage inflation;

• difficulties regarding the transfer of knowledge related to our technology and resulting exposure to misappropriation of intellectual property or information that is proprietary to us, our customers and other third parties;

• heightened exposure to change in the economic, security and political conditions in Israel; and

• fluctuations in currency exchange rates and difficulties of regulatory compliance in Israel.

Difficulties resulting from the factors above and other risks related to our operations in Israel could expose us to increased expense, impair our development efforts and harm our competitive position.

If our platform contains serious errors or defects, then we may lose revenue and market acceptance and may incur costs to defend or settle product liability claims.

Complex software applications such as our platform often contain errors or defects, particularly when first introduced or when new versions or enhancements are released. Despite internal testing and testing by our customers, our current and future products may contain serious defects, which could result in lost revenue, financial penalties or a delay in market acceptance.

Since our customers use our platform for critical business applications, errors, defects or other performance problems could result in damage to our customers. They could seek significant compensation from us for the losses they suffer. Although our customer agreements typically contain provisions designed to limit our exposure to product liability claims, existing or future laws or unfavorable judicial decisions could negate these limitations. Even if not successful, a product liability claim brought against us would likely be time-consuming and costly and could seriously damage our reputation in the marketplace, making it harder for us to sell our solutions.

Government and industry regulation of the internet is evolving and could directly restrict our business or indirectly affect our business by limiting the growth of ecommerce. Unfavorable changes in government regulation or our failure to comply with regulations could harm our business and operating results.

As ecommerce evolves, federal, state and foreign agencies have adopted and could in the future adopt regulations or revise existing regulations covering issues such as user privacy, data security, content, and taxation of products and services. Government regulations could limit the market for our products and services or impose burdensome requirements that render significant costs on our business or even make our business unprofitable.

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Our ecommerce solutions enable our customers to collect, manage and store a wide range of consumer data, including, without limitation, personal information. The United States and various state governments have adopted or proposed limitations on the collection, distribution and use of personal information. Several foreign jurisdictions, including, without limitation, member states of the European Union, and the United Kingdom, Canada, Israel, Australia, New Zealand, Japan and many other countries have adopted legislation that increase or change the requirements governing the collection, use, disclosure and storage of personal information and other data in these jurisdictions. If our privacy or data security measures fail to comply with current or future laws and regulations, we may be subject to litigation, regulatory investigations or other liabilities, or our customers may terminate their relationships with us.

In addition, although many regulations might not apply to our business directly, we expect that laws regulating the solicitation, collection or processing of personal and consumer information could affect our customers’ ability to use and share data, potentially reducing demand for our services. The Telecommunications Act of 1996, or the Telecommunications Act, prohibits certain types of information and content from being transmitted over the Internet. The prohibition’s scope and the liability associated with a violation are currently unsettled. In addition, although substantial portions of the Communications Decency Act of 1996, or the Communications Decency Act, were held to be unconstitutional, we cannot be certain that similar legislation will not be enacted and upheld in the future, whether in the United States or in other foreign jurisdictions. It is possible that legislation could expose companies involved in ecommerce to liability, which could limit the growth of ecommerce generally. Legislation like the Telecommunications Act and the Communications Decency Act could dampen the growth in web usage and decrease its acceptance as a medium of communications and commerce. Moreover, if future laws and regulations limit our customers’ ability to use and share consumer data or our ability to store, process and share data with our customers over the Internet, demand for our solutions could decrease, our costs could increase, and our operating results and financial condition could be harmed.

In addition, taxation of services provided over the Internet (including potentially in jurisdictions in which we do not have a physical presence) or other charges imposed by government agencies or by private organizations for accessing the Internet may also be imposed. In the United States for example, the U.S. Senate recently passed the Marketplace Fairness Act, which, if approved by the U.S. House of Representatives, would require all online retailers to collect sales taxes for the states where they ship goods. Any regulation imposing taxes, fees for Internet use or restricting information exchange over the Internet could increase our costs or result in a decline in the use of the Internet and the viability of Internet-based services, which could harm our business and operating results.

Our quarterly operating results may fluctuate in the future. As a result, we may fail to meet or exceed the expectations of research analysts or investors, which could cause our stock price to decline.

Our quarterly operating results may fluctuate as a result of a variety of factors, many of which are outside of our control. Fluctuations in our quarterly operating results could cause the price of our common stock to decline rapidly and significantly, may lead research analysts to change their long-term models for valuing our common stock, could cause short-term liquidity issues, may impact our ability to retain or attract key personnel or cause other unanticipated issues. If our quarterly operating results or guidance fall below the expectations of research analysts or investors, the price of our common stock could decline substantially. Fluctuations in our quarterly operating results or guidance may be due to a number of factors, including, but not limited to, those listed below:

• factors affecting our existing customers’ sales processed on our platform, including seasonal factors and fluctuating foreign exchange rates affecting international end consumer demand;

• the extent to which our existing customers renew their agreements to use our solutions and the timing and terms of those renewals;

• the extent to which new customers are attracted to our solutions to satisfy their ecommerce needs and the timing and rate at which we acquire new customers and implement our solutions;

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• the addition or loss of customers, including through acquisitions or consolidations and development of their own in-house international ecommerce solutions;

• the number of, and revenue generated by, new customers and the number of, and revenue generated by, renewal customers in a particular period on our platform;

• the amount and timing of operating expenses, including those related to the maintenance and expansion of our business, operations and infrastructure, including the development of new products, technologies and enhancements to our solutions;

• the timing and success of new solutions introduced by us, and those of current and new products and services introduced by our competitors;

• other changes in the competitive dynamics of our industry, including consolidation among competitors, customers, strategic partners or logistics providers;

• our ability to manage our existing business and future growth, including increases in the number of customers on our platform, additional customer ecommerce sites, new geographic regions, and our existing and future logistics providers;

• various factors related to disruptions in our hosting network infrastructure, defects in our solutions, privacy and data security and exchange rate fluctuations, each of which is described elsewhere in these risk factors; and

• general economic, industry and market conditions.

We believe that our quarterly revenue and operating results may vary significantly in the future and that period-to-period comparisons of our operating results may not be meaningful. You should not rely on the results of one quarter as an indication of future performance.

Our long-term success depends on our ability to operate internationally and, in part, on our ability to reach our customers’ end consumers located outside of the United States, making us susceptible to risks associated with international sales and operations.

We currently ship our customers’ products to end consumers in over 100 countries and territories and settle transactions in more than 60 currencies, and we intend to expand our operations to reach new markets and localities. Conducting international operations subjects us to risks which include:

• localization of our solutions, including translation into foreign languages and adaptation for local practices and regulatory requirements;

• lack of familiarity and burdens of complying with foreign laws, legal standards, regulatory requirements, tariffs, and other barriers, including restrictions on advertising practices, regulations governing online services, restrictions on importation of specified or proscribed items, importation quotas, consumer protection laws, enforcement of intellectual property rights, laws dealing with consumer and data protection, privacy, encryption, and restrictions on pricing or discounts;

• heightened exposure to credit card fraud;

• legal uncertainty in foreign countries with less developed legal systems;

• unexpected changes in regulatory requirements, taxes, trade laws, tariffs, export quotas, custom duties, embargoes, exchange controls, government controls or other trade restrictions;

• differing technology standards;

• difficulties in managing and staffing international operations and differing employer/employee relationships;

• fluctuations in exchange rates that may increase the volatility of our foreign based revenue;

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• potentially adverse tax consequences, including the complexities of foreign tax laws (including with respect to value added taxes) and restrictions on the repatriation of earnings;

• likelihood of potential or actual violations of domestic and international anticorruption laws, such as the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act, increases with the increase of sales and operations in foreign jurisdictions and operations in certain industries;

• uncertain political and economic climates in foreign markets; and

• reduced or varied protection for intellectual property rights in some countries.

These factors may cause our international costs of doing business to exceed our comparable domestic costs. Operating in international markets also requires significant management attention and financial resources. Any negative impact from our international business efforts could negatively impact our business, operating results and financial condition as a whole.

Fluctuations in the exchange rate of foreign currencies could result in currency transactions losses.

We currently have foreign sales denominated in Canadian dollars, Australian dollars, pounds sterling, euros, Japanese yen and other foreign currencies and, may in the future, have sales denominated in the currencies of additional countries. In addition, we incur a portion of our operating expenses in Israeli new shekels and, to a lesser extent, other foreign currencies. Effective December 2012, we entered into a contract with a third party foreign exchange services provider for currency exchange and remittance services for major currencies, including Canadian dollars, Australian dollars, pounds sterling, euros and Japanese yen, whereby the risk of loss on fluctuation in foreign exchange rates is borne by the third party provider. Although we have limited our risk of loss for major currencies we still may experience losses from fluctuations in exchange rates for sales in other foreign currencies, or upon translation to U.S. dollars expenses incurred in Israeli new shekels for our subsidiary operations, which may negatively impact our operating results.

We are subject to governmental export and import controls that could impair our ability to compete in international markets and subject us to liability if we are not in full compliance with applicable laws.

We are responsible for all aspects of the international order lifecycle for the products we ship for our customers, including compliance with export control and economic sanctions laws, which include the Commerce Department’s Export Administration Regulations, or EAR, and various economic and trade sanctions regulations established by the Treasury Department’s Office of Foreign Assets Controls. Further, our solutions are subject to these export control and economic sanctions laws, including laws related to transfers of technology, software and source code to non-U.S. persons. If we fail to comply with these U.S. export control laws and import laws, including U.S. Customs regulations, we and certain of our employees could be subject to substantial civil or criminal penalties, including the possible loss of export or import privileges; fines, which may be imposed on us and responsible employees or managers; and, in extreme cases, the incarceration of responsible employees or managers. In addition, if we, our customers or our carriers fail to obtain appropriate import, re-import, export or re-export licenses or authorizations, we may also be adversely affected through reputational harm and penalties. Furthermore, the U.S. export control laws prohibit the shipment of certain products and services to U.S.-embargoed or sanctioned countries, governments and persons. Even though we take precautions to prevent any shipments we make from being shipped or provided to U.S. sanctions targets, our customers’ products could be shipped to those targets or provided by our carriers despite such precautions. Any such shipment could have negative consequences, including government investigations, penalties and reputational harm. Any change in export or import regulations, economic sanctions or related laws, shift in the enforcement or scope of existing regulations, or change in the countries, governments, persons or technologies targeted by such regulations could result in decreased use of our solutions, or the decreased ability to make shipments of our customers’ products. Any decreased use of our solutions would likely adversely affect our business, operating results and financial condition. In addition, the U.S. Federal Aviation Administration, or the FAA, exercises regulatory jurisdiction over transporting hazardous materials and contraband. Shippers of hazardous materials share responsibility with

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the air and ground carrier for compliance with these regulations and are primarily responsible for proper packaging and labeling. Customers may fail to inform us about hazardous or illegal cargo even though they are required to do so. If we fail to discover any hazardous or illegal cargo or mislabel or otherwise improperly ship hazardous materials, we may suffer liability, fines and other significant penalties, our relationships with our carriers on whom we rely may be harmed, and we may attract closer regulatory scrutiny from the FAA and other regulatory agencies, which will have a material adverse effect on our operating results.

We have in the past been subject to registration as a money services business as a result of offering certain features with our GSS business. While we no longer offer such features with our products as a result of the sale of the GSS business, we may face continuing scrutiny from regulatory authorities as a result of our past conduct or because they have determined that we are still subject to such requirements.

We were previously registered as a money services business, or MSB, pursuant to the Bank Secrecy Act regulations administered by the Financial Crimes Enforcement Network, or FinCEN. We provided currency risk management services for online merchants and internet payment processors and enabled customers to keep account balances with us, and FinCEN had determined that we were acting as a dealer in foreign exchange and engaged in the transmission of funds. We are no longer registered as an MSB with FinCEN because we ceased offering such services, commensurate with the sale of the GSS business, which caused us to register. While we no longer offer those services, we may face continuing scrutiny from regulatory authorities as a result of our past conduct or because our current activities may be determined to subject us to registration as an MSB or licensure as a money transmitter.

Many people use smartphones and other mobile devices to access information on the internet and if we are not successful in developing effective mobile solutions, or those solutions are not widely adopted, our business could be harmed.

The number of people who access the Internet through mobile devices, including smartphones and handheld tablets or computers, has increased significantly in the past few years and is expected to continue to increase. Mobile devices provide our customers an additional channel to offer their products to end-consumers. If we are not able to successfully offer mobile ecommerce solutions to our customers, our ability to grow our business could be harmed.

Additionally, as new mobile devices and platforms are released, it is difficult to predict the problems we may encounter in developing features for these alternative devices and platforms, and we may need to devote significant resources to the creation, support and maintenance of such features. In addition, if we experience difficulties in the future in integrating our ecommerce solutions into mobile devices or if problems arise with our relationships with providers of mobile operating systems or mobile application download stores, our future growth and operating results could suffer. In addition, our customers may face different fraud risks from transactions sent from mobile devices than they do from personal computers. If we are unable to effectively anticipate and manage these fraud risks in our ecommerce solutions, our business and operating results may be harmed.

Our management team has limited experience managing a public company, and regulatory compliance may divert its attention from the day-to-day management of our business.

The individuals who now constitute our management team have limited experience managing a publicly-traded company and limited experience complying with the increasingly complex laws pertaining to public companies. Our management team may not successfully or efficiently manage our transition to being a public company that will be subject to significant regulatory oversight and reporting obligations under the federal securities laws. In particular, these new obligations will require substantial attention from our senior management and could divert their attention away from the day-to-day management of our business.

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If we fail to maintain an effective system of internal control over financial reporting, our ability to produce timely and accurate financial statements or comply with applicable regulations could be impaired.

Ensuring that we have adequate internal financial and accounting controls and procedures in place so that we can produce accurate financial statements on a timely basis is a costly and time-consuming effort that needs to be re-evaluated frequently. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with generally accepted accounting principles. In connection with this offering, we have begun the process of documenting, reviewing and improving our internal controls and procedures for compliance with Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, which will require annual management assessment of the effectiveness of our internal control over financial reporting. We will be testing our internal controls in connection with management’s certification related to internal controls as of December 31, 2014 and, as part of that documentation and testing, identifying areas for further attention and improvement. We have begun recruiting additional finance and accounting personnel with certain skill sets that we will need as a public company.

Implementing any appropriate changes to our internal controls may distract our officers and employees, entail substantial costs to modify our existing processes and take significant time to complete. These changes may not, however, be effective in maintaining the adequacy of our internal controls, and any failure to maintain that adequacy, or consequent inability to produce accurate financial statements on a timely basis, could increase our operating expenses and harm our business. In addition, investors’ perceptions that our internal controls are inadequate or that we are unable to produce accurate financial statements on a timely basis may harm our stock price and make it more difficult for us to effectively market and sell our service to new and existing customers.

We may expand by acquiring or investing in other companies, which may divert our management’s attention, result in additional dilution to our stockholders and consume resources that are necessary to sustain our business.

Although we have no ongoing negotiations or current agreements or commitments for any acquisitions, we may acquire complementary services, technologies or businesses as part of our business strategy. We also may enter into relationships with other businesses to expand our service offerings or our ability to provide service in foreign jurisdictions, which could involve preferred or exclusive licenses, additional channels of distribution, discount pricing or investments in other companies. Negotiating these transactions can be time-consuming, difficult and expensive, and our ability to close these transactions may often be subject to conditions or approvals that are beyond our control. Consequently, these transactions, even if undertaken and announced, may not close.

An acquisition, investment or new business relationship may result in unforeseen operating difficulties and expenditures. In particular, we may encounter difficulties assimilating or integrating the businesses, technologies, products, personnel or operations of the acquired companies, particularly if the key personnel of the acquired company choose not to work for us, the company’s software is not easily adapted to work with ours or we have difficulty retaining the customers of any acquired business due to changes in management or otherwise. Acquisitions may also disrupt our business, divert our resources and require significant management attention that would otherwise be available for development of our business. Moreover, the anticipated benefits of any acquisition, investment or business relationship may not be realized or we may be exposed to unknown liabilities. For one or more of those transactions, we may:

• issue additional equity securities that would dilute our stockholders;

• use cash that we may need in the future to operate our business;

• incur debt on terms unfavorable to us or that we are unable to repay;

• incur large charges or substantial liabilities;

• encounter difficulties retaining key employees of the acquired company or integrating diverse software codes or business cultures; and

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• become subject to adverse tax consequences, substantial depreciation or deferred compensation charges.

Any of these risks could harm our business and operating results.

We depend on existing members of management and key employees to implement key elements in our strategy for growth, and the failure to retain them or to attract appropriately qualified new personnel could affect our ability to implement our growth strategy successfully.

The successful implementation of our growth strategy depends in part on our ability to retain our experienced management team and key employees and on our ability to attract appropriately qualified new personnel. We are highly dependent upon the continued service and performance of our senior management team and key technical and sales personnel, such as our president and chief executive officer, our chief financial officer, our chief strategy officer and our chief technology officer. These key employees may terminate employment with us at any time with no advance notice. We currently do not maintain key-person insurance on any members of our management and key employees. The loss of any key member of our management team or other key employees could hinder or delay our ability to implement our growth strategy effectively, and the replacement of these officers likely would involve significant time and costs, and the loss of these officers may significantly delay or prevent the achievement of our business objectives. See the section of this prospectus captioned “Management” for more detail on our executive officers.

Further, if we are unable to attract appropriately qualified new personnel, including in the technical, research and development, and products fields, as we expand over the next few years, we may not be successful in implementing our growth strategy. We face intense competition for qualified individuals from numerous technology, software, ecommerce and Internet-related companies. For example, our competitors may be able to attract and retain a more qualified engineering team by offering more competitive compensation packages. If we are unable to attract new engineers and retain our current engineers, we may not be able to develop and maintain our services at the same levels as our competitors and we may, therefore, lose potential customers and sales penetration in certain markets. Our failure to attract and retain suitably qualified individuals could have an adverse effect on our ability to implement our business plan and, as a result, our ability to compete would decrease, and our operating results would suffer. In addition, if any of our key employees joins a competitor or decides to otherwise compete with us, we may experience a material disruption of our operations and development plans, which may cause us to lose customers or increase operating expenses as the attention of our remaining senior managers is diverted to recruit replacements for the departed key employees.

Provisions of our debt instruments may restrict our ability to pursue our business strategies.

Our credit facility requires us, and any debt instruments we may enter into in the future may require us, to comply with various covenants that limit our ability to, among other things:

• dispose of assets;

• complete mergers or acquisitions;

• incur indebtedness;

• encumber assets;

• pay dividends or make other distributions to holders of our capital stock;

• make specified investments;

• change certain key management personnel; and

• engage in transactions with our affiliates.

These restrictions could inhibit our ability to pursue our business strategies. If we default under our credit facility, and such event of default was not cured or waived, the lenders could terminate commitments to lend and

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cause all amounts outstanding with respect to the debt to be due and payable immediately, which in turn could result in cross defaults under other debt instruments. Our assets and cash flow may not be sufficient to fully repay borrowings under all of our outstanding debt instruments if some or all of these instruments are accelerated upon a default.

We may incur additional indebtedness in the future. The debt instruments governing such indebtedness could contain provisions that are as, or more, restrictive than our existing debt instruments. If we are unable to repay, refinance or restructure our indebtedness when payment is due, the lenders could proceed against the collateral granted to them to secure such indebtedness or force us into bankruptcy or liquidation.

We rely on insurance to mitigate some risks facing our business, and to the extent our insurance does not mitigate the risks facing our business or our insurers are unable to meet their obligations, our operating results may be negatively impacted.

We contract for insurance to cover certain potential risks and liabilities, such as general liability, directors and officers liability and marine cargo and warehouse losses. It is possible that we may not be able to obtain enough insurance to meet our needs, may have to pay very high prices for the coverage we do obtain, have very high deductibles, may not be able to, or may choose not to, acquire any insurance for certain types of business risk. For example, while we maintain standard marine cargo and warehouse insurance that is intended to cover shipping and transportation losses, many events, such as downtime of our platform resulting in significant losses for us and our customers, are not insured and may not be insurable. This could leave us exposed to potential claims. If we were found liable for a significant claim in the future, our business, operating results and financial condition could be negatively impacted. Also, to the extent the cost of maintaining insurance increases, our business, operating results and financial condition could be negatively affected. Additionally, we are subject to the risk that one or more of our insurers may become insolvent and would be unable to pay a claim that may be made in the future. There can be no assurance that our insurance will be adequate to protect us from pending and future claims. In addition, we are required to maintain insurance coverage under some of our agreements with our clients. If we are not able to or do not maintain the required insurance coverage, we could breach those agreements.

We are subject to the rules and regulations adopted by the payment card networks, such as Visa and MasterCard, and if we fail to adhere to their rules and regulations, we would be in breach of our contractual obligations to payment processors and merchant banks, which could subject us to damages and liability and could eventually prevent us from processing or accepting credit card payments.

The payment card networks, such as Visa and MasterCard have adopted rules and regulations that apply to all merchants who process and accept credit cards for payment of goods and services. We are obligated to comply with these rules and regulations as part of the contracts we enter into with payment processors and merchant banks. The rules and regulations adopted by the payment card networks include the Payment Card Industry Data Security Standards, or PCI DSS. Under the PCI DSS, we are required to adopt and implement internal controls over the use, storage and security of payment card data to help prevent fraud. If we fail to comply with the rules and regulations adopted by the payment card networks, including the PCI DSS, we would be in breach of our contractual obligations to payment processors and merchant banks. Such failure to comply may subject us to fines, penalties, damages, higher transaction fees, and civil liability, loss of certification and could eventually prevent us from processing or accepting debit and credit cards or could lead to a loss of payment processor partners. Further, there is no guarantee that even if we comply with the rules and regulations adopted by the payment card networks, we will be able to maintain our compliance. We also cannot guarantee that such compliance will prevent illegal or improper use of our payments systems or the theft, loss or misuse of the debit or credit card data of customers or participants or regulatory or criminal investigations. A failure to adequately control fraudulent credit card transactions would result in significantly higher credit card-related costs and any increases in our credit card and debit card fees could adversely affect our business, operating results and financial condition. Moreover, any such illegal or improper payments could harm our reputation and may result in a loss of service for our customers, which would adversely affect our business, operating results and financial condition.

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We are an “emerging growth company” and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our common stock less attractive to investors.

We are an “emerging growth company,” as defined in the JOBS Act, and, for as long as we continue to be an “emerging growth company,” we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies but not to “emerging growth companies” including, but not limited to, not being required to have our independent registered public accounting firm audit our internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

As an “emerging growth company” under the JOBS Act, we are permitted to delay the adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. However, we are electing not to take advantage of such extended transition period, and as a result, we will comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. Section 107 of the JOBS Act provides that our decision to not take advantage of the extended transition period for complying with new or revised accounting standards is irrevocable.

We could be an “emerging growth company” for up to five years following completion of this offering, although if we have more than $1.0 billion in annual revenue, if the market value of our common stock that is held by non-affiliates exceeds $700 million as of June 30 of any year, or we issue more than $1.0 billion of non-convertible debt over a three-year period before the end of that five-year period, we would cease to be an “emerging growth company” as of the following December 31.

We cannot predict if investors will find our common stock less attractive if we choose to rely on these exemptions. If some investors find our common stock less attractive as a result of any choices to reduce future disclosure, there may be a less active trading market for our common stock and our stock price may be more volatile.

We will incur increased costs and demands upon management as a result of complying with the laws and regulations affecting public companies, particularly after we are no longer an “emerging growth company,” which could adversely affect our business, operating results and financial condition.

As a public company, and particularly after we cease to be an “emerging growth company,” we will incur significant legal, accounting and other expenses that we did not incur as a private company. In addition, the Sarbanes-Oxley Act and rules subsequently implemented by the SEC and NASDAQ impose numerous requirements on public companies, including requiring changes to corporate governance practices. Also, the Exchange Act requires, among other things, that we file annual, quarterly and current reports with respect to our business and operating results. Our management and other personnel will need to devote a substantial amount of time to compliance with these laws and regulations. These requirements have increased and will continue to increase our legal, accounting and financial compliance costs and have made and will continue to make some activities more time consuming and costly. For example, we expect these rules and regulations to make it more difficult and more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to maintain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified individuals to serve on our board of directors or as our executive officers.

The Sarbanes-Oxley Act requires, among other things, that we assess the effectiveness of our internal control over financial reporting annually and the effectiveness of our disclosure controls and procedures quarterly. In particular, beginning December 31, 2014, Section 404 of the Sarbanes-Oxley Act, or Section 404, will require us to perform system and process evaluation and testing of our internal control over financial

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reporting to allow management to report on, and our independent registered public accounting firm potentially to attest to, the effectiveness of our internal control over financial reporting. As an “emerging growth company,” we expect to avail ourselves of the exemption from the requirement that our independent registered public accounting firm attest to the effectiveness of our internal control over financial reporting under Section 404. However, we may no longer avail ourselves of this exemption when we cease to be an “emerging growth company.” When our independent registered public accounting firm is required to undertake an assessment of our internal control over financial reporting, the cost of our compliance with Section 404 will correspondingly increase. Our compliance with applicable provisions of Section 404 will require that we incur substantial accounting expense and expend significant management time on compliance-related issues as we implement additional corporate governance practices and comply with reporting requirements. Moreover, if we are not able to comply with the requirements of Section 404 applicable to us in a timely manner, or if we or our independent registered public accounting firm identifies deficiencies in our internal control over financial reporting that are deemed to be material weaknesses, the market price of our stock could decline and we could be subject to sanctions or investigations by the SEC or other regulatory authorities, which would require additional financial and management resources.

Furthermore, investor perceptions of our company may suffer if deficiencies are found, and this could cause a decline in the market price of our stock. Irrespective of compliance with Section 404, any failure of our internal control over financial reporting could have a material adverse effect on our stated operating results and harm our reputation. If we are unable to implement these requirements effectively or efficiently, it could harm our operations, financial reporting, or financial results and could result in an adverse opinion on our internal controls from our independent registered public accounting firm.

After we are no longer an “emerging growth company,” or sooner if we choose not to take advantage of certain exemptions set forth in the JOBS Act, we expect to incur significant expenses and devote substantial management effort toward ensuring compliance with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act. In that regard, we will need to hire additional accounting and financial staff with appropriate public company experience and technical accounting knowledge.

We are faced with increasingly complex tax issues in many jurisdictions, and we could be obligated to pay additional taxes in various jurisdictions.

We may be subject to taxation in many jurisdictions in the United States and around the world with increasingly complex tax laws, the application of which can be uncertain. The amount of taxes we pay in these jurisdictions could increase substantially as a result of changes in the applicable tax laws, including increased tax rates or revised interpretations of existing tax laws and precedents, which could have a material adverse effect on our liquidity and operating results. In addition, the taxing authorities in these jurisdictions could review our tax returns, or authorities in jurisdictions in which we do not file tax returns could assert that we are subject to tax in such jurisdiction, and in either case could impose additional tax, interest and penalties. Further, the authorities could claim that various withholding requirements apply to us or our subsidiaries or assert that benefits of tax treaties are not available to us or our subsidiaries, any of which could have a material impact on us and the results of our operations.

Taxing authorities could reallocate our taxable income among our subsidiaries, which could increase our consolidated tax liability.

We conduct global operations through subsidiaries in various tax jurisdictions pursuant to transfer pricing arrangements among our affiliated entities. If two or more affiliated companies are located in different countries, the tax laws or regulations of each country generally will require that transfer prices be the same as those between unrelated companies dealing at arms’ length and that contemporaneous documentation is maintained to support the transfer prices. While we believe that we operate in compliance with applicable transfer pricing laws and intend to continue to do so, our transfer pricing procedures are not binding on applicable tax authorities. If tax authorities in any of these countries were to successfully challenge our transfer prices, they could require us

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to adjust our transfer prices and thereby reallocate our income to reflect these revised transfer prices, which could result in a higher tax liability to us. In addition, if the country from which the income is reallocated does not agree with the reallocation, both countries could tax the same income, resulting in double taxation. If tax authorities were to allocate income to a higher tax jurisdiction, subject our income to double taxation or assess interest and penalties, it would increase our consolidated tax liability, which could adversely affect our business, operating results and financial condition.

Our ability to use net operating loss carryforwards to reduce future tax payments may be limited if we have or have had a change in ownership, or if taxable income does not reach sufficient levels.

As of December 31, 2013, we had net operating loss carryforwards for federal and state income tax purposes of approximately $8.8 million and $6.2 million, respectively. The annual use of our net operating losses may be limited following certain ownership changes under provisions of the Internal Revenue Code of 1986, as amended, and applicable state tax law. We have not completed a study to assess whether an ownership change will occur as a result of this offering, or whether there have been one or more ownership changes since our inception, due to the costs and complexities associated with such study. Accordingly, our ability to use our net operating loss carryforwards to reduce future tax payments may be currently limited or may be limited as a result of this offering or any future issuance of shares of our stock.

Risks Related to Data Security and Our Intellectual Property

Security and privacy breaches may hurt our business.

In connection with our business, we collect certain personally identifiable information, or personal information, from our customers. Some of this information includes sensitive and/or regulated information, such as credit card information or other payment details. We believe that we take reasonable steps to protect the security, integrity and confidentiality of the information we collect, use, store, and disclose, but there is no guarantee that inadvertent (for example, software bugs or other technical malfunctions, employee error or malfeasance, or other factors) or unauthorized data access or use will not occur despite our efforts. Any unauthorized access or use of personal information and other customer data, virus or similar breach or disruption to our, our customers’, or our partners’ systems and security measures as a result of third-party action, employee error, malfeasance or otherwise could result in loss of personal information or other confidential information, damage to our reputation and customer relationships, early termination of our contracts and other business losses, indemnification of our customers, financial penalties, litigation, regulatory investigations, and other significant liabilities.

Techniques used to obtain unauthorized access to personal information, confidential information and/or the systems on which such information are stored and/or to sabotage systems change frequently and generally are not recognized until launched against a target. As a result, we may be unable to anticipate these techniques or to implement adequate preventative measures. If an actual or perceived security breach occurs, the market perception of our security measures could be harmed and we could lose sales and customers or suffer other negative consequences to our business. In addition, the vast majority of U.S. states and a number of foreign jurisdictions impose detailed breach notification obligations that would apply in the event of unauthorized access to certain personally identifiable information. In the event we experience a data breach, we could be subject to one or more of these laws which could require us to undertake costly and burdensome notification obligations. Any data breach incidents could also have a material and adverse effect on our business, reputation, or financial results.

Any significant violations of data privacy and/or information security could result in the loss of business, litigation and regulatory investigations and penalties that could damage our reputation and adversely impact our operating results and financial condition. Moreover, if a high profile security breach occurs with respect to another ecommerce technology services provider, our customers and potential customers may lose trust in the security of our business model generally, which could adversely impact our ability to retain existing customers or attract new ones. We maintain coverage for third party “Cyber Liability” claims. However, in the event of a

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major third party security incident, we may incur losses in excess of the insurance coverage. Further, certain incidents that we can experience may not be covered by the insurance that we carry.

We collect, use, store, and disclose personal information and other data, which subjects us to governmental regulation and other legal obligations related to privacy. Our actual or perceived failure to comply with such obligations could harm our business.

As part of our ecommerce solution that we offer to our customers, we collect, use, store, and disclose personal information and other customer data, including bank account numbers, credit and debit card information, identification numbers and images of government identification cards. We also aggregate this data and conduct data analytics based on this aggregated data to gain insights on the global consumer and formulate data-driven marketing and merchandising strategies. As a result, we are required to comply with certain privacy and data security requirements, including the Payment Card Industry Data Security Standards and state laws concerning privacy and security of personal information. In addition, the European Union, or EU, has traditionally taken a broader view as to what is considered personal information and has imposed greater obligations under data privacy regulations. There are also numerous other federal, state and local laws around the world regarding privacy and the collection, usage, storage, disclosure and protection of personal information and other data, the scope of which are changing, subject to differing interpretations, and may be inconsistent between countries or conflict with other applicable rules. It is possible that these obligations may be interpreted and applied in a manner that is inconsistent from one jurisdiction to another and may conflict with other rules, our business practices, or our contractual commitments to our customers.

The regulatory framework for privacy and data security issues worldwide is evolving. The U.S. federal government and various state governments have adopted or proposed limitations on the collection, use, storage and disclosure of personally identifiable information. Numerous foreign jurisdictions, including all EU member states, have adopted legislation (including directives or regulations) that impose stringent restrictions on the collection, usage, storage, disclosure, security and deletion of personal information in these jurisdictions. In addition, individual EU member states have had discretion with respect to their interpretation and implementation of the regulations, which has resulted in variation of privacy and data security standards from country to country. Foreign data protection, privacy, and other laws and regulations are often more restrictive than those in the United States. A failure to comply fully with applicable foreign legal requirements could result in fines and other liabilities, negative publicity and loss of business.

U.S. federal and state and foreign laws and regulations are constantly evolving and can be subject to significant change. A number of proposals are pending before federal, state, and foreign legislative and regulatory bodies that could significantly affect our business. Within the EU, for example, legislators are currently considering a revision to the 1995 European Union Data Protection Directive that may include more stringent operational requirements for processors and controllers of personal information and that would impose significant penalties for non-compliance. If our privacy or data security measures fail to comply with current or future laws and regulations or our policies, we may be subject to litigation, regulatory investigations, fines, defense costs and other liabilities, as well as negative publicity and a potential loss of business. Moreover, if future laws and regulations limit our customers’ ability to collect, use, store and share consumer data or our ability to use, store and disclose personal information and/or other data with our customers over the Internet, demand for our solution could decrease, our costs could increase, and our business, operating results and financial condition could be harmed.

We could be required to stop selling or using a product or service and/or incur substantial costs as a result of any claim of violation of another party’s intellectual property or proprietary rights.

In recent years, there has been significant litigation in the United States involving patents and other intellectual property and proprietary rights. Companies providing Internet-related products and services are increasingly bringing and becoming subject to suits alleging infringement of proprietary rights, particularly

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patent rights. These risks have been amplified by the increase in third parties, which we refer to as non-practicing entities, whose primary business is to assert such claims. We could incur substantial costs in prosecuting or defending any intellectual property litigation. If we sue to enforce our rights or are sued by a third party that claims that our business violates its rights, the litigation could be expensive and could divert our management resources.

In addition, in most instances, we have agreed to indemnify our customers against certain claims that our products and services violate the intellectual property rights of third parties. Our business could be adversely affected by any significant disputes between us and our customers as to the applicability or scope of our indemnification obligations to them. The results of any litigation to which we might become a party, or for which we are required to provide indemnification, may require us to do one or more of the following:

• cease making, selling offering for sale or using products or services that incorporate the challenged intellectual property;

• make substantial payments for legal fees, settlement payments or other costs or damages;

• obtain a license, which may not be available on reasonable terms, to sell or use the relevant technology; or

• redesign those products or services to avoid infringement.

If we are required to make substantial payments or undertake any of the other actions noted above as a result of any intellectual property infringement claims against us or any obligation to indemnify our customers for such claims, such payments or costs could have a material adverse effect upon our business and financial results.

We could incur substantial costs in protecting our intellectual property from infringement, and any failure to protect our intellectual property could impair our business.

We seek to protect the source code for our proprietary software under a combination of patent, copyright and trade secrets law. Our ability to stop unauthorized third parties from making, using, selling, offering to sell or importing our proprietary software is dependent upon the extent to which we have rights under valid and enforceable patents, copyrights or trade secrets that cover these activities. However, because we make some of the source code available to some customers, third parties may be more likely to misappropriate it. Our policy is to enter into confidentiality agreements with our employees, consultants, vendors and customers and to control access to our software, documentation and other proprietary information. Despite these precautions, it may be possible for someone to copy our software or other proprietary information without authorization or to develop similar software independently.

Despite our efforts to protect our proprietary rights, unauthorized parties may attempt to copy aspects of our platform or to obtain and use information that we regard as proprietary. Policing unauthorized use of our platform is difficult, and while we are unable to determine the extent to which piracy of our software exists, we expect software piracy to be a persistent problem. Litigation may be necessary in the future to enforce our intellectual property rights, to protect our trade secrets, to determine the validity and scope of the proprietary rights of others or to defend against claims of infringement or invalidity. Such litigation could be costly, time-consuming and distracting to management, result in a diversion of resources, the impairment or loss of portions of our intellectual property and have a material adverse effect on our business, operating results and financial condition. Furthermore, our efforts to enforce our intellectual property rights may be met with defenses, counterclaims and countersuits attacking the validity and enforceability of our intellectual property rights. These steps may be inadequate to protect our intellectual property. We will not be able to protect our intellectual property if we are unable to enforce our rights or if we do not detect unauthorized use of our intellectual property. Despite our precautions, it may be possible for unauthorized third parties to copy our platform and use information that we regard as proprietary to create products and services that compete with ours. Some license provisions protecting against unauthorized use, copying, transfer and disclosure of our platform may be

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unenforceable under the laws of certain jurisdictions and foreign countries. Further, the laws of some countries do not protect proprietary rights to the same extent as the laws of the United States. To the extent we expand our international activities, our exposure to unauthorized copying and use of our platform and proprietary information may increase.

There can be no assurance that our means of protecting our proprietary rights will be adequate or that our competitors will not independently develop similar technology. If we fail to meaningfully protect our intellectual property, then our business, brand, operating results and financial condition could be materially harmed.

Our use of “open source” software could negatively affect our ability to sell our services and subject us to possible litigation.

A portion of the technologies licensed by us incorporate so-called “open source” software, and we may incorporate open source software in the future. Such open source software is generally licensed by its authors or other third parties under open source licenses. If we fail to comply with these licenses, we may be subject to certain conditions, including requirements that we offer our solutions that incorporate the open source software for no cost, that we make available source code for modifications or derivative works we create based upon, incorporating or using the open source software or that we license such modifications or derivative works under the terms of the particular open source license. If an author or other third party that distributes such open source software were to allege that we had not complied with the conditions of one or more of these licenses, we could be required to incur significant legal expenses defending against such allegations and could be subject to significant damages, enjoined from the sale of our solutions that contained the open source software and required to comply with the foregoing conditions, which could disrupt the distribution and sale of some of our solutions. In addition, there have been claims challenging the ownership of open source software against companies that incorporate open source software into their products. As a result, we could be subject to suits by parties claiming ownership of what we believe to be open source software. Litigation could be costly for us to defend, have a negative effect on our operating results and financial condition or require us to devote additional research and development resources to change our products.

We rely on third-party software, including server software and licenses from third parties to use patented intellectual property that is required for the development of our solutions, which may be difficult to obtain or which could cause errors or failures of our solutions.

We rely on software licensed from or hosted by third parties to offer our solutions. In addition, we may need to obtain future licenses from third parties to use intellectual property associated with the development of our solutions, which might not be available to us on acceptable terms, or at all. Any inability to obtain or loss of the right to use any software required for the development and maintenance of our solutions could prevent us from providing our solutions or result in delays in the provision of our solutions until equivalent technology is either developed by us, or, if available, is identified, obtained and integrated, which could harm our business. Any errors or defects in third-party software could result in errors or a failure of our solutions which could harm our business.

Risks Related to This Offering and Ownership of Our Common Stock

An active trading market for our common stock may not develop, and you may not be able to resell your shares of our common stock at or above the initial offering prices.

Before this offering, there was no public market for our common stock. Although we expect that our common stock will be approved for listing on the NASDAQ Global Market, an active trading market for our shares may never develop or be sustained following this offering. If a market for our common stock does not develop or is not sustained, it may be difficult for you to sell your shares of common stock at an attractive price or at all. The initial public offering price of our common stock will be determined through negotiations between us and the underwriters, and may not be indicative of the market price of our common stock after the offering. We cannot predict the prices at which our common stock will trade. The lack of an active market may impair

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investors’ ability to sell their shares at the time they wish to sell them or at a price they consider reasonable, may reduce the fair market value of their shares and may impair our ability to raise capital.

The market price of our common stock may be volatile, which could result in substantial losses for investors purchasing shares in this offering.

The market price of our common stock could be subject to significant fluctuations after this offering, and it may decline below the initial public offering price, in response to various factors, some of which are beyond our control. These factors include:

• price and volume fluctuations in the overall stock market from time to time;

• significant volatility in the market price and trading volume of comparable companies;

• actual or anticipated changes or fluctuations in our operating results or financial guidance or in the expectations of securities analysts;

• announcements of technological innovations, new products, strategic alliances or significant agreements by us or by our competitors;

• litigation involving us or developments or disputes concerning our intellectual property or other rights;

• changes in general economic, industry and market conditions and trends;

• issuance of new or changed securities analysts’ reports or recommendations with respect to our stock;

• future sales of our common stock or securities;

• expiration of contractual lock-up agreements;

• recruitment or departure of key personnel; and

• the other factors discussed in the section of this prospectus captioned “Risk Factors.”

In the past, following periods of volatility in the market price of a company’s securities, securities class action litigation has often been brought against that company. Because of the potential volatility of our stock price, we may become the target of securities litigation in the future. Securities litigation could result in substantial costs and divert management’s attention and resources from our business.

We may need financing in the future, and any additional financing may result in restrictions on our operations or substantial dilution to our stockholders.

We may need to raise funds in the future, for example, to develop new technologies, expand our business, respond to competitive pressures, acquire complementary businesses, or respond to unanticipated situations. We may try to raise additional funds through public or private financings, strategic relationships, or other arrangements. Our ability to obtain debt or equity funding will depend on a number of factors, including market conditions, our operating performance, and investor interest. Additional funding may not be available to us on acceptable terms or at all. If adequate funds are not available, we may be required to reduce expenditures, including curtailing our growth strategies, foregoing acquisitions, or reducing our product development efforts. If we succeed in raising additional funds through the issuance of equity or equity-based securities, then the issuance could result in substantial dilution to existing stockholders. If we raise additional funds through the issuance of debt securities or preferred stock, these new securities would have rights, preferences, and privileges senior to those of the holders of our common stock. The terms of these securities, as well as any borrowings under our credit agreement, could impose restrictions on our operations.

If securities or industry analysts do not publish, or cease publishing, research or reports about us, our business or our market, or if they publish negative evaluations of our stock, the price of our stock and trading volume could decline.

The trading market for our common stock will be influenced by the research and reports that industry or securities analysts may publish about us, our business, our market or our competitors. We do not currently have

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and may never obtain research coverage by financial analysts. If no or few analysts commence coverage of us, the trading price of our stock would likely decrease. Even if we do obtain analyst coverage, if one or more of the analysts covering our business downgrade their evaluations of our stock, the price of our stock could decline. If one or more of these analysts cease to cover our stock, we could lose visibility in the market for our stock, which in turn could cause our stock price to decline.

A significant portion of our total outstanding shares may be sold into the public market in the near future, which could cause the market price of our common stock to drop significantly, even if our business is doing well.

Sales of a substantial number of shares of our common stock in the public market could occur at any time after the expiration of the lock-up agreements described in the section of this prospectus captioned “Underwriters”. These sales, or the perception that a substantial number of shares may be sold, could reduce the market price of our common stock. After the closing of this offering, we will have 30,476,725 shares of common stock outstanding based on the number of shares outstanding as of December 31, 2013. This includes the 5,000,000 shares that we are selling in this offering, which may be resold in the public market immediately. The remaining 25,476,725 shares, or 83.6% of our outstanding shares after this offering, are currently, and will be following the closing of this offering, restricted as a result of securities laws or lock-up agreements but will be able to be sold, subject to any applicable volume limitations under federal securities laws with respect to affiliate sales, in the near future as set forth below.

Number of Shares and Percentage of Total Outstanding	Date Available for Sale Into Public Market
0 shares, or 0%	On the date of this prospectus
25,476,725 shares, or 83.6%	180 days after the effective date of the registration statement of which this prospectus is a part, subject to extension in specified instances, due to lock-up agreements between the holders of these shares and the underwriters. However, Credit Suisse Securities (USA) LLC and RBC Capital Markets, LLC can waive the provisions of these lock-up agreements and allow these stockholders to sell their shares at any time.

In addition, as of December 31, 2013, there were 258,781 shares underlying outstanding warrants and 3,192,351 shares underlying outstanding options, and there will be an additional 399,876 shares underlying options which were granted in connection with this offering that will become eligible for sale in the public market to the extent permitted by any applicable vesting requirements, lock-up agreements and applicable securities laws. Additionally, our board and stockholders have approved the 2014 Plan under which 1,920,000 shares of common stock are reserved for future issuance. Moreover, after this offering, holders of an aggregate of approximately 24,024,530 shares of our common stock as of December 31, 2013 (including the shares underlying the warrants described in the section of this prospectus captioned “Shares Eligible for Future Sale—Warrants,” or shares of our common stock), will have rights, subject to some conditions, to require us to file registration statements covering their shares or to include their shares in registration statements that we may file for ourselves or other stockholders. We also intend to register for sale all shares of common stock that we may issue under our employee benefit plans. Once we register these shares, they can be freely sold in the public market upon issuance, subject to the lock-up agreements and the restrictions under applicable securities laws.

Insiders will continue to have substantial control over us after this offering, which could limit your ability to influence the outcome of key transactions, including a change of control.

After this offering, our executive officers, directors and greater than 5% stockholders will continue to have substantial control over us after this offering. These persons will beneficially own, in the aggregate,

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approximately 64.5% of our outstanding common stock, assuming no exercise of the underwriters’ option to purchase additional shares of our common stock in this offering. As a result, these stockholders, if they act together, could have significant influence over the outcome of matters submitted to our stockholders for approval, including the election of directors and any merger, consolidation or sale of all or substantially all of our assets, and over the management and affairs of our company. This concentration of ownership may have the effect of delaying or preventing a change in control of our company and might affect the market price of our common stock.

Some of these persons or entities may have interests different than yours. For example, because many of these stockholders purchased their shares at prices substantially below the price at which shares are being sold in this offering and have held their shares for a longer period, they may be more interested in selling our company to an acquiror than other investors or may want us to pursue strategies that deviate from the interests of other stockholders.

Our management will have broad discretion over the use of the proceeds we receive from this offering and might not apply the proceeds in ways that increase the value of your investment.

Our management will have broad discretion to use our net proceeds from this offering, and you will be relying on the judgment of our management regarding the application of these proceeds. Our management might not apply our net proceeds of this offering in ways that increase the value of your investment. We have not identified a specific use of the proceeds from this offering and we intend to use them for general corporate purposes, which may in the future include acquisitions of complementary businesses, technologies or other assets, although we do not currently have any plans for acquisitions. See the section of this prospectus captioned “Use of Proceeds” for additional information. Our management might not be able to yield a significant return, if any, on any investment of these net proceeds. You will not have the opportunity to influence our decisions on how to use our net proceeds from this offering.

Anti-takeover provisions in our certificate of incorporation and our bylaws, as well as provisions of Delaware law, may discourage, delay or prevent an acquisition of our company or changes in our management and, therefore, depress the trading price of our common stock.

Our certificate of incorporation and bylaws to be effective upon completion of this offering and Delaware law contain provisions that may discourage, delay or prevent a merger, acquisition or other change in control that stockholders may consider favorable, including transactions in which you might otherwise receive a premium for your shares of our common stock. These provisions may also prevent or frustrate attempts by our stockholders to replace or remove our management and may limit the price that investors might be willing to pay for our common stock. Our corporate governance documents include provisions:

• establishing a classified board of directors with staggered three-year terms so that not all members of our board are elected at one time;

• providing that directors may be removed by stockholders only for cause;

• limiting the ability of our stockholders to call and bring business before special meetings and to take action by written consent in lieu of a meeting;

• requiring advance notice of stockholder proposals for business to be conducted at meetings of our stockholders and for nominations of candidates for election to our board of directors;

• authorizing blank check preferred stock, which could be issued with voting, liquidation, dividend and other rights superior to our common stock;

• limiting the liability of, and providing indemnification to, our directors and officers;

• providing that vacancies may only be filled by the remaining directors;

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• preventing the ability of our stockholders to call and bring business before special meetings and to take action by written consent in lieu of a meeting;

• providing for a supermajority requirement to amend our bylaws; and

• establishing the Court of Chancery of the State of Delaware as the sole and exclusive forum for any legal actions.

As a Delaware corporation, we are also subject to provisions of Delaware law, including Section 203 of the General Corporation Law of the state of Delaware, which prevents some stockholders holding more than 15% of our outstanding common stock from engaging in certain business combinations without approval of the holders of substantially all of our outstanding common stock. Any provision of our certificate of incorporation or bylaws or Delaware law that has the effect of delaying or deterring a change in control could limit the opportunity for our stockholders to receive a premium for their shares of our common stock, and could also affect the price that some investors are willing to pay for our common stock.

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS AND INDUSTRY DATA

This prospectus contains forward-looking statements that are based on our management’s beliefs and assumptions and on information currently available to our management. The forward-looking statements are contained principally in, but not limited to, the “Prospectus Summary,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Business” and “Executive Compensation.” Forward-looking statements include all statements that are not historical facts and can be identified by terms such as “anticipates,” “believes,” “could,” “seeks,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts, “projects,” “should,” “will,” “would” or similar expressions and the negatives of those terms. Forward-looking statements include, but are not limited to, statements about:

• our growth strategy;

• our plans for future products;

• our operating results;

• our ability to anticipate future market demands and future needs of our customers;

• our customer concentration;

• our ability to effectively manage our growth;

• our expectations regarding the use of proceeds;

• our expectations regarding our revenue, expenses and operations;

• our anticipated trends and challenges in the markets in which we operate;

• our ability to successfully enter new markets and manage our international expansion; and

• our intellectual property.

Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. We discuss these risks in greater detail under the section of this prospectus captioned “Risk Factors” and elsewhere in this prospectus. Given these uncertainties, you should not place undue reliance on these forward-looking statements. Also, forward-looking statements represent our management’s beliefs and assumptions only as of the date of this prospectus. You should read this prospectus and the documents that we have filed as exhibits to the registration statement, of which this prospectus is a part, completely and with the understanding that our actual future results may be materially different from what we expect.

Except as required by law, we assume no obligation to update these forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.

Unless otherwise indicated, information contained in this prospectus concerning our industry and the markets in which we operate, including our general expectations and market position, market opportunity and market size, is based on information from various sources, including a study conducted by Forrester Research, which we commissioned. The Forrester Research study described herein represents data, research, opinions or viewpoints prepared by Forrester Research for us and are not representations of fact. We have been advised by Forrester Research that its study speaks as of its original date (and not as of the date of this prospectus) and any opinions expressed in the study are subject to change without notice. In presenting this information, we have also made assumptions based on such data and other similar sources, and on our knowledge of, and our experience to date in, the markets in which we compete. This information involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. Neither we nor the underwriters have independently verified the accuracy or completeness of any third-party information. While we believe the market position, market opportunity and market size information included in this prospectus is reliable, such information is inherently imprecise.

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USE OF PROCEEDS

We estimate that the net proceeds to us from the sale of the 5,000,000 shares of common stock in this offering will be approximately $67.1 million based upon an assumed initial public offering price of $15.00 per share, the mid-point of the price range set forth on the cover of this prospectus, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. If the underwriters’ over-allotment option to purchase additional shares in this offering is exercised in full, we estimate that our net proceeds will be approximately $77.6 million, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

A $1.00 increase (decrease) in the assumed initial public offering price of $15.00 per share would increase (decrease) the net proceeds to us from this offering by approximately $4.7 million, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. Similarly, each increase (decrease) of one million shares in the number of shares of common stock offered by us would increase (decrease) the net proceeds to us from this offering by approximately $14.0 million, assuming the assumed initial public offering price remains the same and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

The principal reasons for this offering are to create a public market for shares of our common stock and to facilitate our future access to public equity markets. We have not quantified or allocated any specific portion of the net proceeds or range of the net proceeds to any particular purpose. We anticipate that we will use the net proceeds we receive from this offering, including any net proceeds we receive from the exercise of the underwriters’ option to acquire additional shares of common stock in this offering, for general corporate purposes. We may use a portion of the net proceeds for the acquisition of businesses, technologies or other assets that we believe are complementary to our own, although we have no agreements, commitments or understandings with respect to any such transaction.

The amount of what, and timing of when, we actually spend for these purposes may vary significantly and will depend on a number of factors, including our future revenue and cash generated by operations and the other factors described in the section of this prospectus captioned “Risk Factors.” Accordingly, our management will have broad discretion in applying a portion of the net proceeds of this offering. Pending these uses, we intend to invest the remaining net proceeds in high quality, investment-grade instruments.

DIVIDEND POLICY

We have never declared or paid cash dividends on our common stock or any other securities. We currently intend to retain all available funds and any future earnings for use in the operation of our business and do not anticipate paying any dividends on our common stock in the foreseeable future. Any future determination to declare dividends will be made at the discretion of our board of directors and will depend on our financial condition, operating results, capital requirements, general business conditions, the provision of then-existing debt instruments and other factors that our board of directors may deem relevant. In addition, our credit facility prohibits, and future debt instruments may materially restrict, us from declaring or paying cash dividends on our capital stock.

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CAPITALIZATION

The following table sets forth our cash and cash equivalents and capitalization as of December 31, 2013:

• on an actual basis;

• on a pro forma basis to reflect (1) the conversion of all outstanding shares of our convertible preferred stock into 20,872,628 shares of our common stock, which will occur immediately prior to the closing of this offering, and the conversion of all outstanding warrants to purchase convertible preferred stock into warrants to purchase an aggregate of 226,705 shares of common stock as of December 31, 2013, which will occur immediately prior to the closing of this offering unless earlier exercised or expired, (2) the repayment, or forgiveness, of the notes receivable from stockholders, which occurred prior to the first public filing of this registration statement, and (3) the filing of our certificate of incorporation that will be in effect upon completion of this offering; and

• on a pro forma as adjusted basis to reflect the pro forma adjustments described above and our receipt of the net proceeds from our sale of 5,000,000 shares of common stock in this offering at an assumed initial public offering price of $15.00 per share, the midpoint of the price range set forth on the cover page of this prospectus, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us, and the application of the net proceeds to us from such sale.

The information below is illustrative only and our cash and cash equivalents and capitalization following the completion of this offering will be adjusted based on the actual initial public offering price and other terms of this offering determined at pricing. You should read this table together with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and the related notes appearing elsewhere in this prospectus.

	December 31, 2013
	Actual			Pro Forma			Pro Forma as Adjusted(1)
	(Unaudited) (In thousands)
Cash and cash equivalents	$	43,599		$	43,632		$	113,382
Warrant liability	$	2,663		$	—		$	—
Convertible preferred stock, $0.01 par value, 31,624,227 shares authorized, 30,267,403 shares issued and outstanding, actual; 31,624,227 shares authorized, no shares issued and outstanding, pro forma; no shares authorized, issued, and outstanding, pro forma as adjusted		41,937			—			—
Stockholders’ deficit
Preferred stock, $0.01 par value, no shares authorized, issued, and outstanding, actual; 25,000,000 shares authorized, no shares issued and outstanding, pro forma; 25,000,000 shares authorized, no shares issued and outstanding, pro forma as adjusted		—			—			—
Common stock, $0.01 par value, 49,500,000 shares authorized, 4,843,612 shares issued and 4,604,092 shares outstanding, actual; 200,000,000 shares authorized, 25,716,245 shares issued and 25,476,725 shares outstanding, pro forma; 200,000,000 shares authorized, 30,716,245 shares issued and 30,476,725 shares outstanding, pro forma as adjusted		48			257			307
Additional paid-in capital		4,132			48,523			115,564
Notes receivable from stockholders		(429	)		—			—
Treasury stock, at cost		(600	)		(600	)		(600	)
Accumulated deficit		(16,428	)		(16,824	)		(16,824	)
Total stockholders’ equity (deficit)		(13,277	)		31,356			98,447
Total capitalization	$	31,323		$	31,356		$	98,447

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(1) A $1.00 increase (decrease) in the assumed initial public offering price of $15.00 per share, the midpoint of the range set forth on the cover page of this prospectus, would increase (decrease) cash and cash equivalents, total stockholders’ equity (deficit) and total capitalization by $4.7 million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. Each increase of 1.0 million shares in the number of shares offered by us, assuming that the assumed initial public offering price remains the same, would increase cash and cash equivalents, total stockholders’ equity (deficit) and total capitalization by $14.0 million. Similarly, each decrease of 1.0 million shares in the number of shares offered by us, assuming that the assumed initial public offering price remains the same, would decrease cash and cash equivalents, total stockholders’ equity (deficit) and total capitalization by $14.0 million.

The number of shares of our common stock outstanding after the completion of this offering is based on 25,476,725 shares outstanding as of December 31, 2013, and excludes:

• 3,192,351 shares of common stock issuable upon the exercise of options outstanding as of December 31, 2013, at a weighted average exercise price of $3.13 per share;

• 258,781 shares of common stock issuable upon the exercise of warrants outstanding as of December 31, 2013 at a weighted average exercise price of $1.37 per share;

• stock option grants covering a total of 399,876 shares to certain employees and directors, to be effective immediately following effectiveness of the registration statement of which this prospectus is a part. The exercise price of the option grants will be equal to the initial public offering price set forth on the cover page of this prospectus; and

• 1,920,000 shares reserved for future issuance under our 2014 Stock Option and Incentive Plan, as well as shares originally reserved for issuance under our 2011 Stock Option and Grant Plan, but which may become available for awards under our 2014 Stock Option and Incentive Plan, which will become effective in connection with this offering and contains provisions that will automatically increase its share reserve each year, as more fully described in “Executive Compensation—Employee Benefit Plans.”

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DILUTION

If you invest in our common stock, your interest will be diluted to the extent of the difference between the amount per share paid by purchasers of shares of common stock in this offering and the pro forma as adjusted net tangible book value per share of common stock immediately after this offering. Net tangible book value per share is determined by dividing our total tangible assets less total liabilities and convertible preferred stock by the number of outstanding shares of our common stock.

At December 31, 2013, we had a net tangible book deficit of $(14.8) million, or $(3.22) per share of common stock. On a pro forma basis, after giving effect to the conversion of the outstanding shares of our convertible preferred stock into shares of our common stock upon the closing of this offering, our net tangible book value would have been approximately $29.8 million, or approximately $1.17 per share. After giving effect to our sale of shares of common stock in this offering at an assumed initial public offering price of $15.00 per share, the midpoint of the price range set forth on the cover page of this prospectus, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us, our pro forma as adjusted net tangible book value at December 31, 2013 would have been $96.9 million, or $3.18 per share of common stock. This represents an immediate increase in pro forma as adjusted net tangible book value of $2.01 per share to existing stockholders and an immediate dilution of $11.82 per share to new investors.

The following table illustrates this dilution to new investors:

Assumed initial public offering price per share			$	15.00
Pro forma net tangible book value per share as of December 31, 2013	$	1.17
Increase in pro forma net tangible book value per share attributable to this offering		2.01
Pro forma as adjusted net tangible book value per share after this offering				3.18
Net pro forma dilution per share to investors participating in this offering			$	11.82

A $1.00 increase (decrease) in the assumed initial public offering price of $15.00 per share, the midpoint of the range set forth on the cover page of this prospectus, would increase (decrease) our pro forma as adjusted net tangible book value by $4.7 million, or $0.15 per share, and the pro forma dilution per share to investors in this offering would be $12.67 or $10.97 per share for a $1.00 increase (decrease), respectively, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. Each increase of 1.0 million shares in the number of shares offered by us would increase our pro forma as adjusted net tangible book value by approximately $14.0 million, or $0.34 per share, and the pro forma dilution to investors in this offering would be $11.48 per share, assuming that the assumed initial public offering price remains the same, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. Similarly, each decrease of 1.0 million shares in the number of shares offered by us would decrease our pro forma as adjusted net tangible book value by approximately $14.0 million, or $0.37 per share, and the pro forma dilution to investors in this offering would be $12.19 per share, assuming that the assumed initial public offering price remains the same, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. The pro forma information discussed above is illustrative only and will change based on the actual initial public offering price and other terms of this offering determined at pricing.

If all our outstanding options and warrants had been exercised, the pro forma net tangible book value as of December 31, 2013 would have been $40.2 million, or $1.39 per share, and the pro forma net tangible book value after this offering would have been $107.3 million, or $3.16 per share, causing dilution to new investors of $11.84 per share.

If the underwriters fully exercise their over-allotment option, the pro forma as adjusted net tangible book value per share after giving effect to this offering would be $3.44 per share, and the dilution in pro forma net tangible book value per share to investors in this offering would be $11.56 per share.

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The following table summarizes, on a pro forma as adjusted basis as of December 31, 2013, the total number of shares of common stock purchased from us, the total consideration paid to us and the average price per share paid to us by existing stockholders and by new investors purchasing shares in this offering at the assumed initial public offering price of $15.00 per share, the midpoint of the price range set forth on the cover page of this prospectus, before deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us:

	Shares Purchased					Total Consideration					Average Price
	Number		Percent			Amount		Percent			Per Share
Existing stockholders		25,476,725		83.6	%	$	44,530,000		37.3	%	$	1.75
New investors		5,000,000		16.4			75,000,000		62.7			15.00
Total		30,476,725		100.0	%	$	119,530,000		100.0	%

The foregoing calculations are based on 25,476,725 shares of our common stock outstanding as of December 31, 2013, and excludes:

• 3,192,351 shares of common stock issuable upon the exercise of options outstanding as of December 31, 2013, at a weighted average exercise price of $3.13 per share;

• 258,781 shares of common stock, issuable upon the exercise of warrants outstanding as of December 31, 2013 at a weighted average exercise price of $1.37 per share;

• stock option grants covering a total of 399,876 shares to certain employees and directors, to be effective immediately following effectiveness of the registration statement of which this prospectus is a part. The exercise price of the option grants will be equal to the initial public offering price set forth on the cover page of this prospectus; and

• 1,920,000 shares reserved for future issuance under our 2014 Stock Option and Incentive Plan, as well as shares originally reserved for issuance under our 2011 Stock Option and Grant Plan, but which may become available for awards under our 2014 Stock Option and Incentive Plan, which will become effective in connection with this offering and contains provisions that will automatically increase its share reserve each year, as more fully described “Executive Compensation—Employee Benefit Plans.”

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SELECTED CONSOLIDATED FINANCIAL DATA

We have derived the selected consolidated statements of operations data for the years ended December 31, 2011, 2012 and 2013 and selected consolidated balance sheet data as of December 31, 2012 and 2013 from our audited consolidated financial statements included elsewhere in this prospectus. We have derived the selected consolidated balance sheet data as of December 31, 2011 from our audited consolidated financial statements not included in this prospectus.

The following selected consolidated financial data should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes included elsewhere in this prospectus.

	Year Ended December 31,
	2011			2012			2013
	(In thousands, except share and per share data)
Consolidated Statements of Operations Data:
Revenue	$	36,793		$	81,384		$	110,457
Operating expenses(1):
Cost of revenue		23,572			55,632			75,070
Technology and operations		3,943			7,601			9,366
Research and development		3,370			4,545			6,656
Sales and marketing		3,088			5,729			10,028
General and administrative		3,989			6,754			9,567
Total operating expenses		37,962			80,261			110,687
Income (loss) from operations		(1,169	)		1,123			(230	)
Gain from sale of business(2)		6,747			—			—
Interest and other income, net		352			1,205			1,406
Loss on change in fair value of warrants		(128	)		(1,828	)		(1,496	)
Income (loss) before income taxes		5,802			500			(320	)
Provision for income taxes		71			308			334
Net income (loss)	$	5,731		$	192		$	(654	)
Net income (loss) per share attributable to common stockholders(3)
Basic	$	0.28		$	(0.02	)	$	(0.15	)
Diluted	$	0.27		$	(0.02	)	$	(0.15	)
Weighted average common shares outstanding(3)
Basic		1,702,669			3,598,507			4,255,775
Diluted		2,034,388			3,598,507			4,255,775
Pro forma net loss per share attributable to common stockholders(4)
Basic							$	(0.03	)
Diluted							$	(0.03	)
Pro forma weighted average common shares outstanding(4)
Basic								25,128,403
Diluted								25,128,403

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	As of December 31,
	2011			2012			2013
	(In thousands)
Consolidated Balance Sheet Data:
Cash and cash equivalents	$	12,312		$	27,476		$	43,599
Working capital(5)		9,442			20,639			19,415
Total assets		29,979			57,062			72,313
Long term debt		559			135			46
Total liabilities		16,584			29,573			43,653
Convertible preferred stock		28,236			41,937			41,937
Total stockholders’ deficit		(14,841	)		(14,448	)		(13,277	)

(1) Stock-based compensation included in the consolidated statements of operations data above was as follows:

	Year Ended December 31,
	2011		2012		2013
	(In thousands)
Cost of revenue	$	—	$	—	$	8
Technology and operations		45		60		210
Research and development		22		55		350
Sales and marketing		25		101		469
General and administrative		115		107		370
Total stock-based compensation	$	207	$	323	$	1,407

(2) Gain recognized from the sale of the Global Settlements Service, or GSS, business in August 2011. See Note 14 to our consolidated financial statements for further details.

(3) See Note 17 to our consolidated financial statements for further details on the calculation of basic and diluted net income (loss) per share attributable to common stockholders.

(4) See Note 17 to our consolidated financial statements for further details on the calculation of pro forma net income (loss) per share attributable to common stockholders.

(5) We define working capital as current assets less current liabilities.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with “Selected Consolidated Financial Data” and our consolidated financial statements and notes thereto included elsewhere in this prospectus. In addition to historical information, this discussion contains forward-looking statements that involve risks, uncertainties and assumptions that could cause actual results to differ materially from management’s expectations. Factors that can cause actual results to differ materially from those reflected in the forward-looking statements include, among others, those discussed in “Risk Factors,” “Special Note Regarding Forward-Looking Statements” and elsewhere in this prospectus.

Overview

We are a market leader in international cross-border ecommerce, operating a proprietary technology and services platform to enable U.S. retailers to transact with consumers in more than 100 countries and territories worldwide. The market opportunity for international cross-border ecommerce is large and significantly under-monetized by U.S. retailers today. Many U.S.-based online retailers view international expansion as important to their overall business strategies, yet international ecommerce revenues are limited today for many of these retailers. Based on the database of web merchants ranked in Internet Retailer’s 2013 Top 500 Guide, less than 60% currently sell internationally. We believe this is due to the significant challenges associated with selling to global consumers.

We believe Borderfree delivers the most comprehensive cross-border ecommerce solution available through a single unified platform enabling retailers to capitalize on the large cross-border market opportunity. Our customers, the retailers and brands that integrate our solution, use our highly scalable Borderfree platform to develop a seamless global ecommerce business across web, mobile and in-store channels to transact with international shoppers, who we refer to as consumers. Borderfree manages all aspects of the international shopping experience, including site localization, multi-currency pricing, payment processing, fraud management, landed cost calculation, customs clearance and brokerage, and global logistics services while maintaining the integrity of our customers’ brands and the consumer experience. Our integrated cross-border solution enables retailers to begin selling internationally typically within 90 days without the need to invest in expensive infrastructure, software, in-house compliance expertise or international vendor relationships. In addition, as a result of our scale and experience in international ecommerce, we have amassed a substantial amount of data that enables us to provide actionable marketing and merchandising insights to our customers to help grow their global sales.

Key milestones in our history include:

• in 1999 our company was founded and we began offering a patented foreign exchange technology solution that allowed ecommerce retailers to automatically present and settle transactions in the preferred currencies of their global consumers, which we refer to as our Global Settlement Services, or GSS, business;

• in 2008, we developed and launched a comprehensive global ecommerce technology and service offering that forms our platform today and in 2009 renamed our company FiftyOne;

• in August 2011, we sold our GSS business;

• in March 2012 we acquired the Borderfree business unit of Canada Post Corporation which we refer to as CPBF; and

• in 2013 we renamed our company Borderfree.

We generate revenue from the provision of ecommerce and fulfillment services which are directly attributable to the GMV processed through our platform. We derive ecommerce revenue from fees paid to us by

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our customers based on a percentage of their total gross international sales, which represents the portion of GMV related to retail product volume processed through our technology and services platform. At December 31, 2013, substantially all of our customers were U.S.-based retailers engaged in international cross-border ecommerce. Substantially all of the customers acquired in our 2012 acquisition of CPBF were U.S.-based retailers and have been substantially integrated into our existing platform. Our primary goal of the acquisition was to expand our customer base. Our acquisition of CPBF did not materially alter our existing business. Our revenue increased from $36.8 million for the year ended December 31, 2011 to $81.4 million for the year ended December 31, 2012, an increase of $44.6 million, or 121%. Of this increase, $5.9 million was attributable to customers acquired in our 2012 acquisition of CPBF. Our revenue increased from $81.4 million for the year ended December 31, 2012 to $110.5 million for the year ended December 31, 2013, an increase of $29.1 million, or 36%. Revenue attributable to customers acquired from CPBF increased from $5.9 million for the year ended December 31, 2012 to $8.4 million for the year ended December 31, 2013. Our customer contracts typically have multi-year initial terms ranging from one to four years, followed by one-year renewal periods. We generate additional ecommerce revenue from foreign exchange services and fees related to parcel protection and other transaction based fees from consumers who visit our customers’ websites and make a purchase. We also derive, from the consumer, fulfillment services revenue from international shipping, handling, and other global logistics services resulting from the ecommerce transactions processed through our platform.

We provide our ecommerce and fulfillment services using an asset-light model that allows us to scale our business to serve additional customers and markets and process additional GMV with minimal capital expenditures. We do not own or operate any distribution centers or warehouses. We work with third-party logistics providers for hub processing and international delivery services to process and transport products to the consumer, paying only a volume-based fee which varies with our customers’ sales volume. We also do not own or operate any consumer support centers, as our customers handle consumer service calls.

Our strategy is to continue to grow GMV with our existing customers by (1) optimizing logistics and lowering the costs of shipping to improve consumer sales conversion, (2) driving additional qualified site traffic by partnering with our customers to deploy marketing solutions, and (3) further leveraging our data asset, consumer insights and analytics capabilities to drive marketing and merchandising strategies for our customers. We intend to reduce our cost of revenue by expanding our third-party logistics hub and carrier network to improve efficiency and reduce costs and leveraging our scale to negotiate lower shipping and handling costs with our carrier base. Additionally, we plan to acquire more customers by proactively targeting U.S. brands with global appeal such as large department stores, branded retailers and emerging consumer brands, and by expanding our addressable market to a wider range of customers, including smaller U.S. retailers, as well as U.S. brands and retailers that are adopting a cross-border sales strategy. As we execute this strategy, we plan to make continued investments in our technology and services platform, logistics infrastructure and services and sales and marketing initiatives.

Since the commercial launch of our global ecommerce platform in 2008, we have experienced significant growth. We processed approximately $137 million, $302 million and $448 million of GMV on our platform during 2011, 2012 and 2013, respectively, representing period over period growth of 78%, 120% and 48%. We experienced similar growth in revenue, generating revenue of $37 million, $81 million and $110 million and Adjusted Revenue, a non-GAAP measure, of $38 million, $81 million and $110 million in the same periods, representing period over period Adjusted Revenue growth of 84%, 113%, and 36%, respectively. Additionally, global ecommerce services revenue grew 94%, 111%, and 52% over the same periods, respectively. The growth in GMV on our platform and revenue was supported by 102% growth in our customer base from 44 to 91 customers between January 1, 2011 and December 31, 2013. We had net income of $5.7 million, which included a gain from sale of business of $6.7 million, in 2011, net income of $0.2 million in 2012 and a net loss of $0.7 million for the year ended December 31, 2013. For a definition of Adjusted Revenue and a reconciliation to revenue, see “Prospectus Summary—Summary Financial and Other Data.”

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Key Metrics

	Year Ended December 31,
	2011			2012			2013
	(Dollars in thousands)
Gross merchandise volume	$	137,215		$	301,696		$	447,836
Number of customers		56			84			91
Number of customer ecommerce sites		94			133			158
Adjusted EBITDA	$	(504	)	$	2,890		$	3,462
Adjusted EBITDA as a percentage of revenue		(1.4	)%		3.6	%		3.1	%

We monitor and analyze a number of key metrics to measure our operating performance, evaluate growth trends, establish budgets and financial projections, and formulate strategic plans.

Gross Merchandise Volume

For the year ended December 31, 2013 we processed $448 million of GMV on our platform, representing an increase of 48%, from $302 million of GMV processed in 2012. We define GMV as the total dollar value of consumer orders processed through our platform, and shipped from our processing centers, net of returns, inclusive of product value, shipping and handling, and duty and value added taxes. GMV is a non-GAAP financial measure and does not represent revenue earned by us. However, since our revenue and cost of revenue are directly attributable to the level of GMV processed through our platform we believe that GMV is an indicator of the growth and scale of our business, customer acquisition and retention, existing customer sales growth, the value of executing our strategic initiatives and our ability to project future operating results.

Number of Customers

Our customers are U.S.-based brands, such as large department stores, established and emerging consumer brands, specialty retailers and online only retailers. We believe that our ability to increase our customer base is an indicator of our market penetration and growth of our business as we continue to expand our sales force and invest in marketing efforts. We define our number of customers at the end of a particular period as the number of customers that are under contract with us, and processing international cross-border sales volumes on our platform during such period. As of December 31, 2013, we had 91 customers operating on our platform. For more information about our customers, see the section of this prospectus captioned “Business—Customers.”

Number of Customer Ecommerce Sites

Many of our customers operate multiple ecommerce sites. Since we derive a portion of our global ecommerce services revenue from fees paid to us by our customers based on a percentage of their sales generated through our platform we believe the total number of customer ecommerce sites operating on our platform in a particular period is an indicator of the growth of our business and the diversification of our customer and revenue base. As of December 31, 2013, our platform was powering the global expansion of 158 ecommerce sites for our 91 customers.

Adjusted EBITDA

We present and evaluate Adjusted EBITDA because we believe it is a useful measure to assess the operating performance of our business without the effect of depreciation and amortization, interest expense, provision for income taxes, loss on change in fair value of warrants, stock-based compensation expense, and gain from sale of business and other income related to GSS. Our use of Adjusted EBITDA as a key metric permits a comparative assessment of our operating performance, relative to our performance based on GAAP results, while isolating the effects of certain items that vary from period to period without any correlation to our operating performance.

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Adjusted EBITDA as presented may not be comparable to other similarly-titled measures of other companies, and our presentation of Adjusted EBITDA should not be construed as an inference that our future operating results will be unaffected by excluded or unusual items. For a definition of Adjusted EBITDA and a reconciliation to net income (loss), see “Prospectus Summary—Summary Financial and Other Data.”

Components of Results of Operations

We operate in one segment, which is international cross-border ecommerce. The key components of our results of operations include:

Revenue

We generate revenue from the provision of ecommerce and fulfillment services which are directly attributable to the GMV processed through our platform. We derive ecommerce revenue from fees paid to us by our customers based on a percentage of their total gross international sales revenue processed through our technology and services platform. In 2013, this revenue driven by customers represented 42% of global ecommerce services revenue. Our customer contracts typically have multi-year initial terms ranging from one to four years, followed by one-year renewal periods. Revenue derived from our customers is recognized upon the delivery of the agreed upon service to the customer.

We generate additional ecommerce revenue from foreign exchange services and fees related to parcel protection and other transaction based fees from consumers who transact on our customers’ websites and mobile applications. In 2013, this revenue driven by consumers represented 58% of our global ecommerce services revenue. We derive fulfillment services revenue from international shipping, handling, and other global logistics services resulting from the ecommerce transactions processed through our platform. Revenue related to fulfillment services, foreign exchange and other transaction related fees are a function of customer sales and is recognized upon delivery when the risk of loss is transferred to the consumer.

Fulfillment services revenue is paid by the consumer for international shipping, handling and other global logistics services based on a price determined by us. In arriving at the price charged to the consumer, we consider a number of variables including the estimated costs to be incurred, desired margins and promotional considerations to drive GMV. We have latitude in establishing the price charged for fulfillment services to consumers. Incentives may be offered to the consumer including free shipping and flat rate shipping promotions in an effort to drive sales conversion. Typically, when free or discounted shipping is offered, our customer is paying us for the shipping on behalf of the consumer and there is no impact on the overall revenue per order or to the margin per order. Additionally, we may offer free or discounted shipping as an incentive to drive increased volume. These promotions may negatively impact overall pricing per order and margin per order. It is our intention, and our customer’s intention, that such promotions will drive increased order completion rates and greater overall volume. Average fulfillment revenue per order is expected to continue to decrease in subsequent periods as we optimize logistics and pass our savings to the consumer. Given our focus on driving GMV, we have historically managed our business so that the margin impact of fulfillment services is relatively neutral.

We evaluate whether it is appropriate to record ecommerce, fulfillment, parcel protection and foreign exchange services on a gross or net basis. When making this evaluation, if we are not primarily obligated in a transaction, are not subject to inventory risk with respect to markdowns and obsolescence, and do not have latitude in establishing product retail prices or selecting merchandise suppliers, or several but not all of these indicators are not present, revenue is recorded on a net basis. With the exception of fulfillment services revenue, we record all revenue on a net basis. We entered into new fulfillment arrangements with our logistic providers during the first quarter of 2011. Pursuant to these arrangements, we act as the primary obligor to the consumer and we have latitude in establishing pricing and selecting suppliers. As a result, we began reporting fulfillment services revenue and fulfillment costs on a gross basis beginning in the first quarter of 2011.

If a consumer returns their purchase to our customer, we typically refund certain ecommerce services fees related to foreign exchange services to the consumer. At the time of sale, we record a reserve for refunds based

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upon historical experience. Ecommerce services fees related to parcel protection charged to the consumer are not refunded. Fulfillment costs are typically paid for by the consumer in the event of a return or an exchange.

No individual customer accounted for more than 10% of revenue for the years ended December 31, 2011, 2012 and 2013. Our top 10 customers accounted for approximately 63% of global ecommerce revenue for the years ended December 31, 2011 and 2012 and approximately 59% for the year ended December 31, 2013.

Canada accounted for 27%, 26% and 31% of revenue for the years ended December 31, 2011, 2012 and 2013, respectively. Australia accounted for 22%, 22% and 16% of revenue for the years ended December 31, 2011, 2012 and 2013, respectively. No other individual foreign country accounted for more than 10% of our revenue during these periods. For additional information on revenue by geographic region, see Note 18 to our consolidated financial statements.

Prior to August 2011 we derived multi-currency services revenue from our GSS business. In August 2011, we sold our GSS business and granted the buyer a non-exclusive license to use our GSS software and related patents, as well as an exclusive right to the E4X trademark solely for the purposes of operating the GSS business. We retained all ownership and other rights not specifically granted. We earn an ongoing market based royalty fee and outsourcing services fees from the buyer that are recognized in the statement of operations as interest and other income, net.

Operating Expenses

Operating expenses consist of cost of revenue, technology and operations, research and development, sales and marketing, and general and administrative expenses. Salaries, incentive compensation, stock-based compensation and other personnel-related costs are the most significant portions of each of technology and operations, research and development, sales and marketing, and general and administrative expenses. We grew from 81 employees at January 1, 2011 to 189 employees at December 31, 2013, and expect to continue hiring new employees to support our anticipated growth. We include stock-based compensation expense in connection with the grant of stock options in the applicable operating expense category based on the respective equity award recipient’s function. In addition, amortization expense related to the customer relationships and technology acquired as part of our 2012 acquisition of CPBF is allocated within sales and marketing and technology and operations, respectively.

Cost of Revenue

Cost of revenue consists primarily of fulfillment costs, as well as payment processing costs, transaction processing personnel salaries and benefits (fraud prevention, logistics and client service), foreign exchange gain (loss), depreciation expenses for hardware, allocated overhead, allowances related to consumer fraud, chargebacks, parcel losses and other consumer service costs. Fulfillment costs and payment processing costs are driven by the sales made by our customers using our platform and the related GMV. Specifically, fulfillment costs include international shipping, handling and other costs associated with delivering global logistics services. Given our focus on driving GMV, we have historically managed our business so that the margin impact of fulfillment services is relatively neutral. Payment processing costs include fees paid to credit card and other payment service providers for processing consumer payments. Foreign exchange gain (loss) relates to expenses associated with managing the conversion of foreign denominated currencies into U.S. dollars. Consumer fraud, chargebacks, parcel losses and other transactional service costs are provided for at the same time the related revenue is recognized based on historical experience. The number of transaction processing personnel grew from 11 at January 1, 2011 to 22 at December 31, 2013.

We expect that the cost of revenue in absolute dollars may increase in the future depending on the growth rate of our customer’s sales to new and existing consumers and our need to fulfill those sales. We have implemented certain initiatives, including expanding our third-party logistics hub network to improve efficiency

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and leveraging our scale to negotiate lower shipping and handling costs with our carrier base, to reduce our cost of revenue as a percentage of revenue. However, we expect that the cost of revenue as a percentage of revenue may fluctuate from period to period.

Technology and Operations

Technology and operations expenses consist primarily of personnel and related expenses for our operations staff which includes information technology infrastructure support and platform integration services, amortization expenses associated with capitalized software and definite-lived intangible assets, and allocated overhead. The number of employees in technology and operations grew from 28 at January 1, 2011 to 47 at December 31, 2013.

We expect technology and operations expenses to increase in absolute dollars as we scale our business, although they may fluctuate as a percentage of revenue.

Research and Development

Research and development expenses consist primarily of personnel and related expenses for our product development and research and development staff including salaries, benefits, bonuses and stock-based compensation, the cost of certain third-party contractors, and depreciation expenses for hardware and allocated overhead. The number of employees in research and development functions grew from 17 at January 1, 2011 to 49 at December 31, 2013. The majority of our research and development employees are located in Israel. Therefore, a majority of research and development expense is subject to fluctuations in foreign exchange rates. Research and development costs, excluding certain internal use software development costs that qualify for capitalization, are expensed as incurred.

We have focused our research and development efforts on continuously improving our platform, including feature innovation, platform extension and accelerating customer implementations. We believe that continued investment in our technology is important for our future growth, and as a result, we expect research and development expenses to increase in absolute dollars, although they may fluctuate as a percentage of revenue.

Sales and Marketing

Sales and marketing expenses consist primarily of personnel and related expenses for our sales, marketing, customer account management and consumer research and analytics staff, including salaries, benefits, bonuses, stock-based compensation and sales commissions, costs of marketing and promotional events, corporate communications, online marketing, product marketing and other brand-building activities, amortization expenses associated with definite-lived intangible assets, depreciation expenses for hardware and allocated overhead. The number of employees in sales and marketing functions grew from nine at January 1, 2011 to 40 at December 31, 2013.

We plan to continue to invest in sales and marketing to acquire new customers, drive increases in GMV for our existing customer base and to expand our consumer growth related initiatives. We expect spending in these areas to increase in absolute dollars, although they may fluctuate as a percentage of revenue.

General and Administrative

General and administrative expenses consist primarily of personnel and related expenses for administrative, finance, legal and human resource staffs, including salaries, benefits, bonuses and stock-based compensation, professional fees, insurance premiums, other corporate expenses, and depreciation expenses for hardware and allocated overhead. The number of employees in general and administrative functions grew from 16 at January 1, 2011 to 31 at December 31, 2013.

We expect our general and administrative expenses to increase as we continue to expand our operations, hire additional personnel and transition from being a private company to a public company. In transitioning to a

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public company, we expect to incur additional expenses related to increased outside legal counsel assistance, accounting and auditing activities, compliance with SEC requirements and enhancing our internal control environment through the adoption and administration of new corporate policies.

Gain from Sale of Business

In March 2011, we sold our GSS business and we granted the buyer a non-exclusive license to use our GSS software and related patents, as well as an exclusive right to the E4X trademark solely for the purposes of operating the GSS business. We retained all ownership and other rights not specifically granted. We earn an ongoing market based royalty fee and outsourcing services fees from the buyer that are recognized in the statements of operations as interest and other income, net.

Interest and Other Income, Net

Interest and other income, net primarily consists of interest income, interest expense, foreign exchange gain (loss) and other financial income (expense). Interest income represents interest received on our cash and cash equivalents and notes receivable from stockholders. Interest expense is associated with our term loan, revolving credit facility and capital leases. Foreign exchange gain (loss) relates to currency translation adjustments of our foreign subsidiaries. Other financial income relates to ongoing market based royalty fees earned and outsourcing services fees related to GSS.

Provision for Income Taxes

We file income tax returns in the U.S. federal jurisdiction and various states and foreign jurisdictions.

At December 31, 2013, we had federal net operating loss carryforwards of $8.8 million and state net operating loss carryforwards of $6.2 million. The federal and state net operating loss carryforwards are subject to limitations of the Internal Revenue Code and applicable state tax law. If not utilized, a portion of the federal and state net operating loss carryforwards will begin to expire in 2025.

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of deferred tax assets will not be realized. The realization of deferred tax assets is based on several factors, including our past earnings and the scheduling of deferred tax liabilities and projected income from operating activities. As of December 31, 2012 and 2013, our management does not believe it is more likely than not that the net deferred tax assets relating to U.S. federal and state operations are realizable. As a result, a valuation allowance has been recognized at December 31, 2012 and 2013 to fully offset the deferred tax assets, as it has been determined that it is more likely than not that all or a portion of the deferred tax assets may not be realized. Given the estimate of future financial results, positive evidence may exist within the next 12 months to support an adjustment to the valuation allowance. We intend to maintain the valuation allowance until sufficient positive evidence exists to support reversal of some or all of the allowance.

The difference between our U.S. federal statutory income tax rate and our effective tax rate is primarily related to non-deductible amounts related to stock compensation expense, (126.3)%, and loss on change in fair value of warrants, (158.8)%, partially offset by the change in our valuation allowance, 187.5%, and foreign taxes paid, (15.3)%, for the years ended December 31, 2012 and 2013. Our effective tax rate was 61.6% and (104.4)% for the years ended December 31, 2012 and 2013, respectively.

Loss on Change in Fair Value of Warrants

The fair value of our convertible preferred stock warrant liability is re-measured at the end of each reporting period and any changes in fair value are recognized on our statements of operations. Preferred stock warrants will

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be converted to common stock warrants upon closing of the offering and will be reclassified from liabilities to equity. Following the reclassification, the warrants will no longer be re-measured.

Critical Accounting Policies and Estimates

Our consolidated financial statements and the related notes included elsewhere in this prospectus are prepared in accordance with generally accepted accounting principles in the United States. The preparation of these consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, operating expenses, interest and other income (expense), net, provision for income taxes and related disclosures. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Changes in accounting estimates are reasonably likely to occur from period to period. Accordingly, actual results could differ significantly from our estimates. We evaluate our estimates and assumptions on an ongoing basis. To the extent that there are material differences between our estimates and our actual results, our future financial statement presentation, financial condition, results of operations and cash flows will be affected.

We believe that our critical accounting policies and estimates require us to make difficult, subjective or complex judgments about matters that are inherently uncertain. See Note 1 to our consolidated financial statements, which are included elsewhere in this prospectus, for a complete discussion of our significant accounting policies. The following reflect the critical accounting policies used in the preparation of our consolidated financial statements.

Revenue Recognition

Revenue is recognized when the following conditions are satisfied: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred, title has transferred or services are rendered; (3) price is fixed or determinable; and (4) collectability is reasonably assured.

We derive revenue from transactions with our customers and through separate arrangements with the consumers who shop our customers’ websites.

Global ecommerce services revenue includes a fee paid to us by our customers based on a percentage of our customers’ total gross international sales revenue processed through our platform, as well as a fee paid by the consumer related to foreign exchange and other transactional services, including parcel protection.

Fulfillment services revenue is paid by the consumer for international shipping, handling and other global logistics services.

Multi-currency services revenue includes a fee earned from customers who utilized our foreign exchange settlement solution. See Note 14 to our consolidated financial statements for further details.

Revenue derived from our customers is recognized upon the completion of the agreed upon service to the customer, which occurs upon the shipment of the parcel from our third-party hub facilities to the consumer. Revenue related to fulfillment services, foreign exchange and other transactional services, including parcel protection, is recognized upon delivery when the risk of loss is transferred to the consumer.

We evaluate whether it is appropriate to record revenue on a gross or net basis. When making this evaluation, we consider if we are primarily obligated in a transaction, are subject to inventory risk with respect to markdowns and obsolescence, and have latitude in establishing prices or selecting suppliers. When several, but not all of these indicators are not present, revenue is recorded on a net basis. With the exception of fulfillment services revenue, we record all revenue on a net basis. We entered into new fulfillment arrangements with our logistic providers during the first quarter of 2011. Pursuant to these arrangements, we act as the primary obligor

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to the consumer and we have latitude in establishing pricing and selecting suppliers. As a result, we began reporting fulfillment services revenue and fulfillment costs on a gross basis during the first quarter of 2011.

We evaluate transactions with customers and consumers for multi-element arrangements and determined that there is a single unit of accounting for transactions with our customers as well as the separate transactions with the consumers. Revenue therefore is recorded upon the deliverable being satisfied with the customer or consumer.

Billings received in advance for services are deferred and recognized as revenue when the conditions noted above are satisfied.

When a consumer returns their purchase to our customer, we typically refund certain ecommerce fees related to foreign exchange services to the consumer. Reserves for such refunds are recorded at the time of sale based upon historical experience. Ecommerce fees paid to us based on a percentage of customer sales generated through our platform are generally not refunded to our customer. Ecommerce fees related to parcel protection are not refunded. Fulfillment costs are typically paid for by the consumer in the event of a return or exchange and are not refunded by us.

Trade Receivables and Allowance for Doubtful Accounts

Trade receivables are carried at their original invoice amounts less an allowance for doubtful accounts based on estimated losses resulting from the inability or unwillingness of customers to make required payments. We determine our allowance for doubtful accounts by considering a number of factors, including the length of time trade receivables are past due, our previous loss history, the customer’s current ability to pay its obligation and the condition of the general economy and the industry as a whole. Unanticipated events and circumstances may occur that affect the accuracy or validity of such assumptions, estimates or actual results.

Goodwill, Intangibles and Long-Lived Assets

Goodwill represents the excess of the cost of net assets acquired in business combinations over the fair value of the identifiable tangible and intangible assets acquired and liabilities assumed in a business combination. As of December 31, 2013, we have a single reporting unit. Goodwill is not amortized. As required under GAAP, goodwill and indefinite-lived intangibles are reviewed for impairment annually, for us as of October 1, or more frequently whenever events or changes indicate that the carrying value of an asset may not be recoverable. These events or circumstances could include, but are not limited to, a significant change in the business climate, legal factors, operating performance indicators, competition, or sale or disposition of significant assets. The testing of goodwill and indefinite-lived intangible assets for impairment involves significant use of judgment and assumptions in the determination of fair market value.

In September 2011, the Financial Accounting Standards Board, or FASB, issued accounting guidance that allows an entity to first assess qualitative factors to determine whether it is necessary to perform the two-step quantitative impairment testing of goodwill. We adopted this newly issued authoritative guidance effective January 1, 2012. Among the factors included in the qualitative assessment were general economic conditions and the competitive environment, actual and expected financial performance, including consideration of our revenue growth and improved operating results year-over-year, forward-looking business measurements, external market conditions and other relevant entity-specific events. Based on the results of the qualitative assessment, we concluded that performance of the two-step quantitative impairment test was not necessary. The goodwill on the balance sheet is related to the 2012 acquisition of CPBF. There were no impairments of goodwill in any of the periods presented in the consolidated financial statements.

Long-lived assets include property and equipment and long-lived amortizable intangible assets, such as customer relationships, technology, patent rights costs and intellectual property license. We amortize customer

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relationships and technology over their estimated useful lives, which range from one to eight years, based on the pattern over which we expect to consume the economic benefit of each asset, which in general reflects the expected cash flow from each asset. We amortize patent rights costs and intellectual property license over their useful lives, which range from four to twenty years, on a straight-line basis, as the pattern of consumption of the economic benefit of the asset cannot be reliably determined. We evaluate long-lived assets for recoverability whenever events or changes in circumstances indicate that their carrying values may not be recoverable. Factors that we consider in deciding when to perform an impairment review include significant underperformance of the business in relation to expectations, significant negative industry or economic trends, and significant changes or planned changes in the use of assets. To evaluate a long-lived asset for recoverability, we compare forecasts of undiscounted cash flows expected to result from the use and eventual disposition of the long-lived asset to its carrying value.

If the carrying value exceeds the sum of the expected undiscounted cash flows, an impairment loss on the long-lived asset to be held and used is recognized based on the excess of the asset’s carrying value over its fair value, determined based on discounted cash flows. Long-lived assets to be disposed of are reported at the lower of carrying value or fair value less cost to sell. There were no impairments of long-lived assets or amortizable intangible assets in any of the periods presented in the consolidated financial statements.

Accounting for Income Taxes

We are subject to income taxes in both the United States and various foreign jurisdictions. As a global taxpayer, significant judgments and estimates are required in determining our provision for income taxes on earnings. Income tax expense, deferred tax assets and liabilities, and reserves for unrecognized tax benefits reflect management’s best assessment of estimated future taxes to be paid.

We use the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to the differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and to operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted statutory tax rates expected to apply in the years in which the differences are expected to be recovered and settled. The effect on deferred taxes due to a change in tax rates is recognized in income tax expense in the period that includes the enactment date. Deferred tax assets are recognized only when it is probable that such assets will be utilized in the future against taxable income, and reduced by a valuation allowance to the extent we believe a portion will not be realized.

We consider many factors when assessing the likelihood of future realization of deferred tax assets, including the cumulative earnings experience and expectations of future taxable income, the carry forward periods available to us for tax reporting purposes and other relevant factors. In evaluating the ability to recover deferred tax assets, we considered available positive and negative evidence, giving greater weight to our recent cumulative losses, and lesser weight to our projected financial results due to the challenges of forecasting future periods. Due to the uncertainty surrounding our ability to recognize the reversal of temporary differences, we determined that such deferred tax assets are not more-likely-than-not realizable, thus a full valuation allowance has been established.

We recognize benefits associated with an uncertain tax position in our consolidated financial statements on the basis of a two-step process whereby (1) we determine, based on the technical merits of the position, it is more-likely-than-not that the tax position will be sustainable upon audit and (2) those tax positions that meet the more-likely-than-not threshold are recognized at the largest amount of tax benefit that is greater than 50 percent likely to be realized upon ultimate settlement with the related tax authority. This involves the identification of potential uncertain tax positions and the evaluation of tax law and an assessment of whether a liability for each uncertain tax position is necessary. When applicable, we record interest expense and penalties on uncertain tax positions as part of income tax expense. There were no uncertain tax positions as of December 31, 2012 and 2013.

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Stock-based Compensation

The fair value of each option granted from our various stock option and grant plans was estimated on the date of grant using the Black-Scholes option-pricing model. Using this model, fair value is calculated based on assumptions with respect to (1) expected volatility, (2) the expected term of the award, which for options is the period of time over which employees and directors are expected to hold their options prior to exercise, (3) expected dividend yield, (4) a risk-free interest rate and (5) estimated fair value of the underlying common stock.

In determining the fair value of stock-based awards, we used the average volatility of similar publicly traded companies to determine the expected volatility. The expected term of options has been determined using the simplified method which uses the midpoint between the vesting date and the end of the contractual term. The expected term of options for the years ended December 31, 2011, 2012 and 2013 was 6.25 years. The expected dividend yield is zero as we have never paid dividends and do not currently anticipate paying any in the foreseeable future. The risk-free interest rate for periods within the expected life of an award, as applicable, is based on quoted U.S. Treasury rates for securities with maturities approximating the expected term. The weighted-average assumptions for dividend yield, expected volatility, risk-free interest rate and expected term are presented in the following table:

	Year Ended December 31,
	2011			2012			2013
Dividend yield		0	%		0	%		0	%
Expected volatility		80.00	%		50.00	%		49.00	%
Risk-free interest rate		1.60	%		0.87	%		1.84	%
Expected term (in years)		6.25			6.25			6.25

These assumptions represent our best estimates, based on management’s judgment and subjective future expectations. These estimates involve inherent uncertainties. If any of the assumptions used in the model change significantly, stock-based compensation recorded for future awards may differ materially from that recorded for awards granted previously.

Once we have determined the estimated fair value of our stock-based awards, we recognize the portion of that value that is ultimately expected to vest, taking estimated forfeitures into account. This amount is recognized as an expense over the vesting period of the award using the accelerated method based on the multiple-option award approach. We estimate forfeitures based upon our historical experience and, at each period, review the estimated forfeiture rate and make changes as factors affecting the forfeiture rate calculations and assumptions change. If our actual forfeiture rate is materially less than the estimate, our stock-based compensation expense could be significantly understated from what we have recorded in the current period and we may be required to record additional expense.

The fair value of our common stock is determined by our board of directors, with input from management, and taking into account our most recently available third-party valuation of common stock and our assessment of additional objective and subjective factors we believed were relevant and which may have changed from the date of the most recent contemporaneous valuation through the date of the grant. Because there has been no public market for our common stock and in accordance with the American Institute of Certified Public Accountants Practice Aid, Valuation of Privately-Held-Company Equity Securities Issued as Compensation, our board of directors determined in good faith the fair value of our common stock by considering a number of objective and subjective factors, including the following:

• the nature and history of our business;

• the economic outlook in general and the condition and outlook of our industry;

• our historical results and forecasted profitability;

• whether goodwill or other intangible value exists;

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• the rights and preferences of our redeemable convertible preferred stock relative to our common stock;

• the likelihood of achieving a discrete liquidity event, such as an initial public offering, or IPO, sale or dissolution;

• previous sales of our stock and the size of the block of stock to be valued; and

• the market prices of stocks of corporations engaged in the same or a similar line of business having their stocks actively traded in a free and open market, either on an exchange or over-the-counter.

We believe our estimates of the fair value of our common stock are reasonable.

Prior to July 10, 2012 we performed contemporaneous common stock valuations annually. Beginning on December 31, 2012, we began performing contemporaneous common stock valuations at least quarterly, with the assistance of a third-party valuation firm. We determined our enterprise value primarily using the “discounted cash flow” method, or the income approach. The income approach involves applying appropriate discount rates to estimated cash flows that are based on forecasts of revenue, costs and capital requirements, which are then discounted back to the present using a rate of return derived from alternative companies of similar type and risk profile. The discount rate reflects the risks inherent in the cash flows and the market rates of return available from alternative investments of similar type and quality as of the valuation date. We further adjusted our enterprise value based on relevant factors such our indebtedness, cash and net operating losses as well as other one-time events. The application of the discounted cash flow analysis is appropriate given our growth and positive cash flows from operations, both of which we expected to continue. Our assumptions underlying the estimates were consistent with the plans and estimates that we use to manage the business. The risks associated with achieving our forecasts were assessed in selecting the appropriate discount rates. As there have not been enough transactions with public disclosure of financial terms involving similar companies, we did not apply the “merger and acquisition,” or market approach, except when there were recent arms’ length sales of our own capital stock. For example, in connection with our July 10, 2012 valuation, we also took into account the enterprise value of our company based on our then-recent sale of our Series E preferred stock.

After estimating our enterprise value, we allocated the equity between the preferred and common stock using the Black-Scholes option pricing method, which takes into account the proceeds available for distribution at the time of a liquidity event in excess of the stated liquidation preferences. Commencing December 31, 2012, our valuations were prepared utilizing the midpoint of the Black-Scholes option pricing method and the probability-weighted expected return method, or PWERM. Under PWERM, the fair market value of common stock was estimated based upon an analysis of future values for us assuming various outcomes. The share value is based on the probability-weighted present value of expected future investment returns considering each of the possible outcomes available to us as well as the rights of each share class. Finally, a discount for lack of marketability was applied in each case to account for the fact that our common stock represents a minority interest in our company.

The following table summarizes all option grants from January 1, 2012 through December 31, 2013:

Grant Date	Number of Options Granted		Per Share Exercise Price		Common Stock Fair Value Per Share at Grant Date
January 24, 2012		299,986	$	0.39	$	0.39
October 2, 2012		802,927		2.17		2.17
June 10, 2013		708,995		6.71		6.71
September 26, 2013		147,360		8.30		8.30
December 5, 2013		275,438		10.50		10.50

Based upon the assumed initial public offering price of $15.00 per share, which is the mid-point of the price range set forth on the cover page of this prospectus, the aggregate intrinsic value of stock options outstanding as

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of December 31, 2013 was $37.9 million, of which $25.1 million related to vested stock options and $12.8 million related to unvested stock options and the aggregate intrinsic value of restricted stock outstanding as of December 31, 2013 was $0 million.

Significant factors contributing to changes in common stock fair value at the date of each grant beginning in 2012 were as follows:

January 2012 Grant Date

In estimating the fair value of our common stock to set the exercise price of such options as of January 24, 2012, the board of directors reviewed and considered an independent valuation report for our common stock as of June 30, 2011. The independent valuation report was finalized in September 2011 and reflected a fair value of our common stock of $0.39 per share. Our board of directors determined that there were no significant factors affecting the value of our common stock that occurred between June 30, 2011 and January 24, 2012. At the time of the January 24, 2012 grants, although our revenue continued to grow, our revenue and net income were significantly below our 2011 operating plan and the January 2012 year-to-date results were below our 2012 operating plan. As a result, we determined that the fair value of our common stock remained at $0.39 as of January 24, 2012.

The primary valuation considerations were:

• an enterprise value of $26.4 million as of the independent valuation report date, which was determined based on the income approach;

• a discount rate of 20.1%, based on our estimated cost of capital;

• a lack of marketability discount of 15.0%;

• our improved performance of the business, improved global economic conditions and improved forecasted results; and

• our 2012 year-to-date results were below our 2012 operating plan.

October 2012 Grant Date

In estimating the fair value of our common stock to set the exercise price of such options as of October 2, 2012, the board of directors reviewed and considered an independent valuation report for our common stock as of July 10, 2012. Our independent common stock valuation as of July 10, 2012, was prepared utilizing the income approach. Our enterprise value as determined by the income approach was adjusted based on our indebtedness, cash, notes receivable relating to the gain on the sale of the GSS business and our net operating losses. The independent valuation report was finalized on July 18, 2012 and reflected a fair value of our common stock of $2.17 per share.

In addition, our board of directors also considered the valuation suggested by the then-recent sale of our Series E preferred stock. In June 2012, just prior to the July 10, 2012 valuation date, we completed the initial closing of our Series E preferred stock at a per share price of $4.25. The enterprise value suggested by the income approach and the sale of Series E preferred stock resulted in fair values of our common stock that were generally consistent with each other at the July 10, 2012 valuation date and were weighted equally.

Our board of directors determined that there were no other significant factors affecting the value of our common stock that occurred between July 10, 2012 and October 2, 2012. At the time of the October 2, 2012 grants, although our revenue continued to grow, we believed it did so reasonably close to our forecasted results used in the July 10, 2012 valuation. As a result, we determined that the fair value of our common stock remained at $2.17 as of October 2, 2012.

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The primary valuation considerations were:

• an enterprise value of $104.6 million as of the independent valuation report date, which was determined based on a combination of the income approach and the implied enterprise value suggested by the recent sale of our Series E preferred stock, weighted equally;

• a discount rate of 40.0%, based on our estimated cost of capital;

• a lack of marketability discount of 10.0%;

• although the purchasers of the Series E preferred stock consisted of existing investors, we did approach additional outside investors as part of the private placement and the third-party valuation indications were consistent with the valuation proposed by our existing stockholders;

• our improved performance of the business, improved global economic conditions and improved forecasted results; and

• our 2012 year-to-date results were in line with our 2012 operating plan.

June 2013 Grant Date

In estimating the fair value of our common stock to set the exercise price of such options as of June 10, 2013, the board of directors reviewed and considered an independent valuation report for our common stock as of March 31, 2013. Our common stock valuation as of March 31, 2013, was prepared utilizing a combination of the Option Pricing Method, or OPM, and a Probability Weighted Expected Return Method, or PWERM. Our enterprise value, for purposes of the OPM, was determined by the income approach and was adjusted based on our indebtedness, cash, notes receivable relating to the gain on the sale of the GSS business and our net operating losses. The independent valuation report was finalized on May 24, 2013 and reflected a fair value of our common stock of $6.71 per share. Our board of directors determined that there were no other significant factors affecting the value of our common stock that occurred between March 31, 2013 and June 10, 2013. As a result, we determined that the fair value of our common stock remained at $6.71 as of June 10, 2013.

The primary valuation considerations were:

• a 50.0% OPM weighting and a 50.0% PWERM weighting;

• for the OPM we assumed an enterprise value of $219.3 million as of the independent valuation report date, which was determined on the income approach;

• a discount rate of 30.0%, based on our estimated cost of capital;

• a lack of marketability discount of 10.0%;

• for the PWERM we considered that during the quarter ended March 31, 2013, our company moved from the early stages of considering the possibility of a potential initial public offering to estimating a 75.0% likelihood of completing an initial public offering in the next 12 months based on our continued growth and performance, the improvement of market conditions, discussions with and engagement of investment banks and lawyers, and our readiness to successfully complete the initial public offering filing process, including external audits and interim reviews. We assumed a 25.0% likelihood of a private sale scenario based on our market share and growth, balance sheet strength and expansion goals;

• our improved performance of the business and improved forecasted results; and

• our 2013 year-to-date results were in excess of our 2013 operating plan.

September 2013 Grant Date

In estimating the fair value of our common stock to set the exercise price of such options as of September 26, 2013, the board of directors reviewed and considered an independent valuation report for our common stock as of June 30, 2013. Our common stock valuation as of June 30, 2013, was prepared utilizing a

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combination of the OPM and PWERM scenarios. Our enterprise value, for purposes of the OPM, was determined by the income approach and was adjusted based on our indebtedness, cash, notes receivable relating to the gain on the sale of the GSS business and our net operating losses. The independent valuation report was finalized on August 15, 2013 and reflected a fair value of our common stock of $8.30 per share. Our board of directors determined that there were no other significant factors affecting the value of our common stock that occurred between June 30, 2013 and September 26, 2013. As a result, we determined that the fair value of our common stock remained at $8.30 as of September 26, 2013.

The primary valuation considerations were:

• a 75.0% PWERM weighting and a 25.0% OPM weighting to reflect an increased likelihood of an IPO or exit event;

• for the OPM we assumed an enterprise value of $223.1 million as of the independent valuation report date, which was determined on the income approach;

• a discount rate of 27.5% based on our estimated cost of capital;

• a lack of marketability discount of 10.0%;

• for the PWERM we assumed a 75.0% likelihood of completing an initial public offering in the next 12 months. We assumed a 25.0% likelihood of a private sale scenario based on our market share and growth, balance sheet strength and expansion goals;

• our improved performance of the business; and

• our 2013 year-to-date results were in line with our 2013 operating plan.

December 2013 Grant Date

In estimating the fair value of our common stock to set the exercise price of such options as of December 5, 2013, the board of directors received and considered an independent valuation report for our common stock as of September 30, 2013. Our common stock valuation as of September 30, 2013, was prepared utilizing the PWERM approach. The independent valuation report was finalized on November 15, 2013 and reflected a fair value of our common stock of $10.50 per share. Our board of directors determined that there were no other significant factors affecting the value of our common stock that occurred between September 30, 2013 and December 5, 2013. As a result, we determined that the fair value of our common stock remained at $10.50 as of December 5, 2013.

The primary valuation considerations were:

• for the PWERM we assumed a 75.0% likelihood of completing an initial public offering in the next 12 months. We assumed a 20.0% likelihood of a private sale scenario based on our market share and growth, balance sheet strength and expansion goals. We assumed a 5.0% likelihood of continuing as a private company;

• a lack of marketability discount of 10.0%;

• our improved performance of the business; and

• the continued revenue growth of our existing customers and our total revenue in the quarter ended September 30, 2013 grew 22.2% from the comparable quarter in 2012.

March 2014 Grant Date

In March 2014, the compensation committee of our board of directors approved stock option grants covering a total of 399,876 shares to certain employees and directors, to be effective immediately following the effectiveness of the registration statement of which this prospectus is a part. The exercise price of the option grants will be equal to the price to the public set forth on the cover page of this prospectus. Of these awards, stock option grants covering a total of 255,087 shares were issued to named executive officers, including our chief executive officer. For additional information on these awards see “Executive Compensation—Outstanding Equity Awards at Fiscal Year-End.”

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Initial public offering price

In March 2014, we and our underwriters determined the estimated price range for this offering, as set forth on the cover page of this prospectus. The mid-point of that price range is $15.00 per share. In comparison, our estimate of the fair value of our common stock as of December 5, 2013 was $10.50 per share. As is typical in initial public offerings, the estimated price range for this offering was not derived using a formal determination of fair value, but was determined based upon discussions between us and the underwriters. Among the factors that were considered in setting this range were the following:

• the general condition of the securities markets and the recent market prices of, and the demand for, publicly traded common stock of generally comparable companies;

• an analysis of typical valuation ranges seen in initial public offerings for generally comparable companies in our industry during the past year;

• the recent performance of initial public offerings of generally comparable companies;

• estimates of the business potential and earnings prospects for our company and the industry in which we operate; and

• our financial position.

We believe that the difference between the fair value of our common stock as of December 5, 2013 and

the mid-point of the estimated price range for this offering is primarily the result of the following factors:

• the fair value of our common stock as of December 5, 2013 was determined based in part on the contemporaneous third-party valuation as of September 30, 2013, which is discussed above. The contemporaneous valuation prepared as of September 30, 2013 determined the fair value of our common stock as of that date utilizing a PWERM approach, in which we weighted the probabilities of three possible future event scenarios, an initial public offering, a private sale and a continued operations scenario, to determine the enterprise value of the company. In contrast, the midpoint of the estimated price range for this offering contemplates only an initial public offering. Our board of directors concluded that it was appropriate to rely on the September 30, 2013 valuation analysis for purposes of the December 5, 2013 grants because there were no other significant factors affecting the value of our common stock that occurred between September 30, 2013 and December 5, 2013;

• historically, and we believe it is reasonable to expect that, the completion of an initial public offering increases the value of an issuer’s common stock as a result of the increase in the liquidity and ability to trade such securities in the public market. As such, the midpoint of the estimated price range of this offering excludes any discount for lack of marketability for our common stock, which discount was appropriately taken into account in our board of directors’ determination of the fair value of our common stock as of December 5, 2013 and was estimated to be 10%;

• the completion of this offering would provide us with access to the public debt and equity markets, which we project will improve our financial position;

• the improved performance of our business; and

• the continued revenue growth of our existing customers and our total revenue in the quarter ended December 31, 2013 grew 23.8% from the comparable quarter in 2013.

Emerging Growth Company Status

Section 107 of the Jumpstart Our Small Business Startups Act, or JOBS Act, provides that an “emerging growth company” can take advantage of the extended transition period afforded by the JOBS Act for the implementation of new or revised accounting standards. However, we are choosing to “opt out” of such extended transition period, and as a result, we will comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. Section 107 of the JOBS Act provides that our decision to not take advantage of the extended transition period for complying with new or revised accounting standards is irrevocable.

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Recent Accounting Pronouncements

In July 2012, the FASB issued accounting guidance on the testing of indefinite-lived intangible assets for impairment. The guidance allows entities to first perform a qualitative assessment to determine the likelihood of impairment for an indefinite-lived intangible asset and whether it is necessary to perform the quantitative impairment assessment currently required. The new accounting rules were effective for us on January 1, 2013 and did not have a material effect on our financial condition or results of operations.

In February 2013, the FASB issued accounting guidance on the reporting of reclassifications out of accumulated other comprehensive income. The guidance requires an entity to present, either on the face of the statement where net income is presented or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income if the amount is reclassified to net income in its entirety in the same reporting period. For other amounts not required to be reclassified in their entirety to net income in the same reporting period, a cross reference to other disclosures that provide additional detail about the reclassification amount is required. The new accounting rules were effective for us on January 1, 2013 and did not have a material effect on our financial condition or results of operations.

In July 2013, the FASB issued accounting guidance requiring an unrecognized tax benefit to be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss or tax credit carryforward, except for instances when the carryforward is not available to settle any additional income taxes and an entity does not intend to use the deferred tax benefit for these purposes. In these circumstances, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. The new accounting rules became effective for us on January 1, 2014 and are not expected to have a material impact on our financial condition or results of operations.

We have implemented all new accounting pronouncements that are in effect and that may impact our consolidated financial statements and do not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on our financial position or results of operations.

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Results of Operations

The following table sets forth our consolidated statements of operations data for each of the periods indicated as a percentage of revenue. The period-to-period comparison of financial results is not necessarily indicative of future results.

	Year Ended December 31,									Year Ended December 31,
	2011			2012			2013			2011			2012			2013
										(Dollars in thousands)
Revenue:
Global ecommerce services		45.1	%		43.1	%		48.2	%	$	16,590		$	35,044		$	53,268
Fulfillment services		45.9			56.9			51.8			16,882			46,340			57,189
Multi-currency services		9.0			—			—			3,321			—			—
Total revenue		100.0			100.0			100.0			36,793			81,384			110,457
Operating expenses:
Cost of revenue		64.1			68.4			68.0			23,572			55,632			75,070
Technology and operations		10.7			9.3			8.5			3,943			7,601			9,366
Research and development		9.2			5.6			6.0			3,370			4,545			6,656
Sales and marketing		8.4			7.0			9.1			3,088			5,729			10,028
General and administrative		10.8			8.3			8.7			3,989			6,754			9,567
Total operating expenses		103.2			98.6			100.2			37,962			80,261			110,687
Income (loss) from operations		(3.2	)		1.4			(0.2	)		(1,169	)		1,123			(230	)
Gain from sale of business		18.3			—			—			6,747			—			—
Interest and other income, net		1.0			1.5			1.3			352			1,205			1,406
Loss on change in fair value of warrants		(0.3	)		(2.2	)		(1.4	)		(128	)		(1,828	)		(1,496	)
Income (loss) before income taxes		15.8			0.6			(0.3	)		5,802			500			(320	)
Provision for income taxes		0.2			0.4			0.3			71			308			334
Net income (loss)		15.6	%		0.2	%		(0.6	)%	$	5,731		$	192		$	(654	)

Comparison of Years Ended December 31, 2012 and 2013

Revenue

	Year Ended December 31,						Change
	2012			2013			$		%
	(Dollars in thousands)
Global ecommerce services	$	35,044		$	53,268		$	18,224		52.0	%
Percentage of total revenue		43.1	%		48.2	%
Fulfillment services	$	46,340		$	57,189		$	10,849		23.4
Percentage of total revenue		56.9	%		51.8	%
Total revenue	$	81,384		$	110,457		$	29,073		35.7

The increase in global ecommerce services revenue and fulfillment services revenue was primarily attributable to the increase in GMV from $301.7 million for the year ended December 31, 2012 to $447.8 million for the year ended December 31, 2013, an increase of 48.4%. Of this increase in GMV, $82.3 million was attributable to revenue derived from existing customers, $47.2 million was attributable to revenue derived from new customers, and $16.6 million was attributable to revenue derived from customers acquired in our 2012 acquisition of CPBF. The growth in fulfillment services revenue, resulting from increases to GMV and the number of orders shipped, was offset by a reduction in average fulfillment revenue per order as we have negotiated more favorable rates with our shipping carriers and added shipping options resulting in reduced costs to the consumer. Average fulfillment revenue per order is expected to continue to decrease in subsequent periods as we optimize logistics and pass our savings to the consumer. Additionally, we had 91 customers and 158 ecommerce sites operating on our ecommerce platform as of December 31, 2013, an increase from 84 customers and 133 ecommerce sites as of December 31, 2012.

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Operating Expenses

Cost of Revenue

	Year Ended December 31,						Change
	2012			2013			$		%
	(Dollars in thousands)
Cost of revenue	$	55,632		$	75,070		$	19,438		34.9	%
Percentage of total revenue		68.4	%		68.0	%

The increase in cost of revenue was primarily attributable to $11.7 million of increased fulfillment costs, $4.4 million of increased payment processing costs and $3.3 million of increased consumer fraud, chargebacks, parcel losses, foreign exchange servicing costs and other consumer service costs. These increases were driven by increased GMV primarily resulting from an increase in the number of orders processed and shipped through our platform. Total headcount within cost of revenue increased from 14 at December 31, 2012 to 22 at December 31, 2013.

Technology and Operations

	Year Ended December 31,						Change
	2012			2013			$		%
	(Dollars in thousands)
Technology and operations	$	7,601		$	9,366		$	1,765		23.2	%
Percentage of total revenue		9.3	%		8.5	%

The increase in technology and operations was primarily attributable to $0.2 million of increased personnel and related expenses for information technology, platform integration and logistics management personnel, $0.9 million of operating infrastructure costs related to our 2012 acquisition of CPBF and $0.6 million of amortization of capitalized software. Stock-based compensation expense increased $0.2 million. Total headcount within technology and operations increased from 46 at December 31, 2012 to 47 at December 31, 2013.

Research and Development

	Year Ended December 31,						Change
	2012			2013			$		%
	(Dollars in thousands)
Research and development	$	4,545		$	6,656		$	2,111		46.4	%
Percentage of total revenue		5.6	%		6.0	%

The increase in research and development expense was attributable to increased personnel and related expenses to improve our platform, including feature innovation, platform extension and accelerating customer implementations. Stock-based compensation expense increased $0.3 million. Total headcount within research and development increased from 40 at December 31, 2012 to 49 at December 31, 2013.

Sales and Marketing

	Year Ended December 31,						Change
	2012			2013			$		%
	(Dollars in thousands)
Sales and marketing	$	5,729		$	10,028		$	4,299		75.0	%
Percentage of total revenue		7.0	%		9.1	%

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The increase in sales and marketing expense was attributable to $2.9 million of increased investments we made in the expansion of our customer account management, consumer research, and analytics staff to support the increase in the number of our customers and related ecommerce sites and expand our research and analytics capabilities. In addition, we incurred an additional $1.1 million of increased expense as we supplemented our internal sales and marketing efforts with third-party consultants and increased the use of such resources in 2013 for consumer research, analytics, and growth-related initiatives, such as deploying new business intelligence and database platforms to expand our analytics capabilities. Stock-based compensation expense increased $0.4 million. Total headcount within sales and marketing increased from 31 at December 31, 2012 to 40 at December 31, 2013.

General and Administrative

	Year Ended December 31,						Change
	2012			2013			$		%
	(Dollars in thousands)
General and administrative	$	6,754		$	9,567		$	2,813		41.6	%
Percentage of total revenue		8.3	%		8.7	%

The increase in general and administrative expense was driven primarily by increased professional fees, consulting, and personnel and related expenses to support our growing business. We incurred increased professional fees and consulting of $1.2 million for accounting, audit, legal and tax services and increased personnel and related costs of $1.3 million as a result of our growth and our pending transition from a private company to a public company. Stock-based compensation expense increased $0.3 million. Total headcount within general and administrative increased from 24 at December 31, 2012 to 31 at December 31, 2013.

Interest and Other Income, Net

	Year Ended December 31,						Change
	2012			2013			$		%
	(Dollars in thousands)
Interest and other income, net	$	1,205		$	1,406		$	201		16.7	%
Percentage of total revenue		1.5	%		1.3	%

The increase in interest and other income, net was driven primarily by increased market based royalties and outsourcing servicing fees earned as a result of our sale of GSS.

Provision for Income Taxes

	Year Ended December 31,						Change
	2012			2013			$		%
	(Dollars in thousands)
Provision for income taxes	$	308		$	334		$	26		8.4	%
Percentage of total revenue		0.4	%		0.3	%

The difference between our U.S. federal statutory income tax rate and our effective tax rate is primarily related to non-deductible amounts related to stock compensation expense, (126.3)%, and loss on change in fair value of warrants, (158.8)% and foreign taxes paid, (15.3)%, partially offset by the change in our valuation allowance, 187.5%, for the year ended December 31, 2013. Our effective tax rate was 61.6% and (104.4)% for the years ended December 31, 2012 and 2013, respectively.

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Comparison of Years Ended December 31, 2011 and 2012

Revenue

	Year Ended December 31,						Change
	2011			2012			$			%
	(Dollars in thousands)
Global ecommerce services	$	16,590		$	35,044		$	18,454			111.2	%
Percentage of total revenue		45.1	%		43.1	%
Fulfillment services		16,882		$	46,340			29,458			174.5
Percentage of total revenue		45.9	%		56.9	%
Multi-currency services		3,321		$	—			(3,321	)		(100.0	)
Percentage of total revenue		9.0	%		0.0	%
Total revenue	$	36,793		$	81,384		$	44,591			121.2

The increase in global ecommerce services revenue and fulfillment services revenue was primarily attributable to the increase in GMV from $137.2 million for the year ended December 31, 2011 to $301.7 million for the year ended December 31, 2012, an increase of 119.9%. Of this increase in GMV, $126.2 million was attributable to the growth of existing customers, $21.6 million was attributable to customers acquired in our 2012 acquisition of CPBF and $16.7 million was attributable to new customers. We entered into new fulfillment contracts with our logistics providers during the first quarter of 2011 and began reporting fulfillment services revenue and fulfillment costs on a gross basis at that time. Fulfillment services revenue in 2011 would have approximated 56.3% of total revenue, excluding multi-currency services revenue, had we began reporting fulfillment services revenue and fulfillment costs on a gross basis as of January 1, 2011. Additionally, we had 84 customers and 133 ecommerce sites operating on our ecommerce platform as of December 31, 2012, an increase from 56 customers and 94 ecommerce sites as of December 31, 2011. We sold our GSS business to a third party in August 2011 which generated all of our multi-currency services revenue.

Operating Expenses

Cost of Revenue

	Year Ended December 31,						Change
	2011			2012			$		%
	(Dollars in thousands)
Cost of revenue	$	23,572		$	55,632		$	32,060		136.0	%
Percentage of total revenue		64.1	%		68.4	%

The increase in cost of revenue was primarily attributable to $26.6 million of increased fulfillment costs, $4.3 million of increased payment processing costs and $1.2 million of increased consumer fraud, chargebacks, parcel losses and other consumer service costs driven by increased GMV primarily resulting from an increase in the number of orders processed and shipped through our platform. We began reporting fulfillment services revenue and fulfillment costs on a gross basis beginning in the first quarter of 2011. Cost of revenue for 2011 would have approximated 73.9% of total revenue, excluding multi-currency services revenue, had we began reporting fulfillment services revenue and fulfillment costs on a gross basis as of January 1, 2011.

Technology and Operations

	Year Ended December 31,						Change
	2011			2012			$		%
	(Dollars in thousands)
Technology and operations	$	3,943		$	7,601		$	3,658		92.8	%
Percentage of total revenue		10.7	%		9.3	%

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The increase in technology and operations expenses was primarily attributable to $1.5 million of increased personnel and related expenses for information technology, platform integration and logistics management personnel. Transition services and operating costs associated with our 2012 acquisition of CPBF contributed $0.9 million to the increase. Additionally, software license and maintenance costs increased $0.3 million and overhead allocations increased $0.6 million. Total headcount within technology and operations increased from 33 at December 31, 2011 to 46 at December 31, 2012.

Research and Development

	Year Ended December 31,						Change
	2011			2012			$		%
	(Dollars in thousands)
Research and development	$	3,370		$	4,545		$	1,175		34.9	%
Percentage of total revenue		9.2	%		5.6	%

The increase in research and development expense, net of capitalized labor, was attributable to $0.3 million of increased personnel and related expenses to improve our platform, including feature innovation, platform extension and accelerating customer implementations. In addition, $0.9 million of the increase was a result of supplementing our internal research and development resources with third-party contractors in order to accelerate our research and development efforts. Total headcount within research and development increased from 20 at December 31, 2011 to 40 at December 31, 2012.

Sales and Marketing

	Year Ended December 31,						Change
	2011			2012			$		%
	(Dollars in thousands)
Sales and marketing	$	3,088		$	5,729		$	2,641		85.5	%
Percentage of total revenue		8.4	%		7.0	%

The increase in sales and marketing expense was attributable to $1.9 million of increased investments we made in the expansion of our customer account management, consumer research, and analytics staff to support the increase in the number of our customers and related ecommerce sites and expand our research and analytics capabilities. In addition, we incurred an additional $0.4 million of increased expense as we supplemented our internal sales and marketing efforts with third-party consultants and increased the use of such resources in 2012 for consumer research, analytics, and growth-related initiatives, such as deploying new business intelligence and database platforms to expand our analytics capabilities. Total headcount within sales and marketing increased from 13 at December 31, 2011 to 31 at December 31, 2012. As a result of our expansion, allocated depreciation expense attributed an increase of $0.3 million.

General and Administrative

	Year Ended December 31,						Change
	2011			2012			$		%
	(Dollars in thousands)
General and administrative	$	3,989		$	6,754		$	2,765		69.3	%
Percentage of total revenue		10.8	%		8.3	%

The increase in general and administrative expense was driven primarily by personnel and related expenses of $1.2 million, communications, licenses, and insurance cost of $0.6 million, and $0.3 million of allocated

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depreciation and maintenance in support of our growing business. We incurred increased professional fees of $0.7 million for accounting, audit, legal and tax services as a result of our growth and our pending transition from a private company to a public company. Total headcount within general and administrative increased from 17 at December 31, 2011 to 24 at December 31, 2012.

Gain from Sale of Business

	Year Ended December 31,						Change
	2011			2012			$			%
	(Dollars in thousands)
Gain from sale of business	$	6,747		$	—		$	(6,747	)		(100.0	)%
Percentage of total revenue		18.3	%		0.0	%

The gain from sale of business in 2011 of $6.7 million relates to the sale of our GSS business to a third party in August 2011.

Interest and Other Income, Net

	Year Ended December 31,						Change
	2011			2012			$		%
	(Dollars in thousands)
Interest and other income, net	$	352		$	1,205		$	853		242.3	%
Percentage of total revenue		1.0	%		1.5	%

The increase in interest and other income, net was driven primarily by increased market based royalties and outsourcing servicing fees earned as a result of our sale of GSS.

Provision for Income Taxes

	Year Ended December 31,						Change
	2011			2012			$		%
	(Dollars in thousands)
Provision for income taxes	$	71		$	308		$	237		333.8	%
Percentage of total revenue		0.2	%		0.4	%

The difference between our U.S. federal statutory income tax rate and our effective tax rate is primarily related to non-deductible amounts related to loss on change in fair value of warrants, 126.4%, and foreign taxes paid, 5.6%, partially offset by the change in our valuation allowance, (103.4%), for the year ended December 31, 2012. Our effective tax rate was 1.2% and 61.6% for the years ended December 31, 2011 and 2012, respectively.

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Quarterly Results of Operations and Seasonality

The following tables set forth selected unaudited quarterly consolidated statements of operations data and other financial and operating data for each of the eight quarters in the period ended December 31, 2013, as well as, where applicable, the percentage of total revenue for each line item shown. The financial information presented for the interim periods has been prepared on the same basis as the audited consolidated financial statements included elsewhere in this prospectus and, in the opinion of management, includes all adjustments, consisting of normal recurring adjustments, necessary for the fair presentation of the results of operations for such periods. This data should be read in conjunction with the audited consolidated financial statements and the related notes included elsewhere in this prospectus. These quarterly results of operations are not necessarily indicative of our results of operations to be expected for any future period.

	Quarter Ended
	March 31, 2012			June 30, 2012			September 30, 2012			December 31, 2012			March 31, 2013			June 30, 2013			September 30, 2013			December 31, 2013
	(In thousands)
Revenue	$	14,917		$	18,485		$	19,006		$	28,976		$	25,772		$	25,583		$	23,216		$	35,886
Operating expenses:
Cost of revenue		9,922			11,991			13,185			20,534			17,239			17,300			16,097			24,434
Technology and operations		1,320			1,858			1,984			2,439			2,182			2,306			2,530			2,348
Research and development		864			1,256			837			1,588			1,247			1,627			1,818			1,964
Sales and marketing		880			1,266			1,867			1,716			2,598			2,759			2,364			2,307
General and administrative		1,458			1,623			1,889			1,784			2,268			2,546			2,401			2,352
Total operating expenses		14,444			17,994			19,762			28,061			25,534			26,538			25,210			33,405
Income (loss) from operations		473			491			(756	)		915			238			(955	)		(1,994	)		2,481
Interest and other income, net		250			376			323			256			378			438			337			253
Loss on change in fair value of warrants		(1,198	)		(210	)		(210	)		(210	)		(215	)		(250	)		(320	)		(711	)
Income (loss) before income taxes		(475	)		657			(643	)		961			401			(767	)		(1,977	)		2,023
Provision for income taxes		24			43			123			118			40			47			32			215
Net income (loss)	$	(499	)	$	614		$	(766	)	$	843		$	361		$	(814	)	$	(2,009	)	$	1,808
Gross merchandise volume	$	50,886		$	68,209		$	70,177		$	112,424		$	92,375		$	102,956		$	96,696		$	155,809

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	Quarter Ended
	March 31, 2012			June 30, 2012			September 30, 2012			December 31, 2012			March 31, 2013			June 30, 2013			September 30, 2013			December 31, 2013
	(Unaudited)
Revenue		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%
Operating expenses:
Cost of revenue		66.5			64.9			69.4			70.9			66.9			67.6			69.3			68.1
Technology and operations		8.8			10.1			10.4			8.4			8.5			9.0			10.9			6.5
Research and development		5.8			6.8			4.4			5.5			4.8			6.4			7.8			5.5
Sales and marketing		5.9			6.8			9.8			5.9			10.1			10.8			10.2			6.4
General and administrative		9.8			8.8			9.9			6.2			8.8			10.0			10.3			6.6
Total operating expenses		96.8			97.3			104.0			96.8			99.1			103.7			108.6			93.1
Income (loss) from operations		3.2			2.7			(4.0	)		3.2			0.9			(3.7	)		(8.6	)		6.9
Interest and other income, net		1.7			2.0			1.7			0.9			1.5			1.7			1.5			0.7
Loss on change in fair value of warrants		(8.0	)		(1.1	)		(1.1	)		(0.7	)		(0.8	)		(1.0	)		(1.4	)		(2.0	)
Income (loss) before income taxes		(3.2	)		3.6			(3.4	)		3.3			1.6			(3.0	)		(8.5	)		5.6
Provision for income taxes		0.2			0.2			0.6			0.4			0.2			0.2			0.1			0.6
Net income (loss)		(3.3	)%		3.3	%		(4.0	)%		2.9	%		1.4	%		(3.2	)%		(8.7	)%		5.0	%

In general, our revenue has increased as a result of growth in GMV driven by an increase in the number of customers and ecommerce sites operating on our platform, and the continued growth of GMV for these customers, and their respective ecommerce sites, following their initial launch. Over time, we have added sales and marketing personnel to focus on acquiring new customers and improving GMV from existing customers and increased operational support, research and development and administrative personnel to support the growth and scale of our business.

Our business is seasonal in nature and, as a result, our revenue, operating expenses and working capital requirements fluctuate from quarter to quarter. Our fourth quarter is a significant period for our results of operations due to higher GMV during the holiday season and corresponding higher global ecommerce and fulfillment services revenue. Fourth quarter revenue represented approximately 35.6% and 32.5% of our total annual revenue in 2012 and 2013, respectively. As a result, revenue and operating income generally decline in the first quarter sequentially from the fourth quarter of the previous year.

Revenue and cost of revenue decreased quarter-over-quarter during 2013 through the quarter ended September 30, 2013 as a result of further reductions in fulfillment costs as we optimized logistics, a decrease in GMV in certain markets due to strengthening of the U.S. dollar versus local currencies in those markets and lower sales volumes attributed to certain customers opting to insource selective markets. Additionally we typically see a decrease in cost of revenue between the fourth quarter of one fiscal year and the first quarter of the following fiscal year due to a decrease in GMV following the holiday season. Cost of revenue has fluctuated as a percentage of revenue due to fluctuations related to fulfillment costs, specifically international shipping and handling costs and gains and losses attributable to foreign exchange rate fluctuations.

Technology and operations expenses have increased quarter-over-quarter during 2013 through the quarter ended September 30, 2013 as a result of increased personnel and related expenses for information technology, platform integration and logistics management personnel as a result of our growth.

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Research and development expenses have increased quarter over quarter during 2013 as a result of increasing headcount to maintain, expand and improve the functionality of our platform, which includes feature innovation, platform extension and accelerating customer implementations.

Sales and marketing expenses have fluctuated during the quarters as a result of the timing of investments made to increase our customer account management and consumer research and analytics staff to support the increase in the number of customers and related ecommerce sites operating on our platform, consumer growth related initiatives, and expansion of our data and analytics capabilities. Sales and marketing expenses in absolute dollars and as a percentage of revenue significantly increased for the year ended December 31, 2013 as a result of the acceleration of these investments to support the growth and scale of the business.

General and administrative expenses have decreased quarter-over-quarter as a result of the timing of certain projects and the related decrease in third-party consultant fees. Additionally, for the year ended December 31, 2013, general and administrative expenses have increased as we transition from being a private company to a public company.

The sequential growth rate in GMV was 34.0% for the three months ended June 30, 2012, 2.9% for the three months ended September 30, 2012, 60.2% for the three months ended December 31, 2012, (17.8)% for the three months ended March 31, 2013, 11.5% for the three months ended June 30, 2013, (6.1)% for the three months ended September 30, 2013 and 61.1% for the three months ended December 31, 2013. As discussed above, our company’s business is seasonal in nature and our results may fluctuate sequentially quarter to quarter. Our company’s fourth quarter is a significant period for our results of operations due to higher GMV during the holiday season and corresponding higher global ecommerce and fulfillment services revenue. As a result, revenue and operating income generally decline in the first quarter sequentially from the fourth quarter of the previous year.

Liquidity and Capital Resources

Working Capital

The following table summarizes our cash and cash equivalents, trade receivables and working capital for the periods indicated:

	As of December 31,
	2011		2012		2013
	(In thousands)
Consolidated Balance Sheet Data:
Cash and cash equivalents	$	12,312	$	27,476	$	43,599
Trade receivables, net		7,609		15,285		13,785
Working capital		9,442		20,639		19,415

As of December 31, 2013, we had $43.6 million of cash and cash equivalents, of which $2.1 million was held in foreign bank accounts. The majority of cash and cash equivalents held in domestic and foreign bank accounts are in excess of government deposit insurance.

Our cash and cash equivalents at December 31, 2013 were held for working capital purposes. We believe we have sufficient working capital and liquidity to support our operations, including the growth strategies described in “Business—Our Growth Strategy” and the associated capital investments needed to expand our operations for at least the next 12 months, excluding the pursuit of strategic acquisitions. If we decide in the future to pursue strategic acquisitions, we may use a portion of the net proceeds from this offering to fund those types of investments.

Sources of Liquidity

To date, we have financed our operations primarily through private placements of preferred stock and common stock, from cash provided by operating activities and bank borrowings.

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In September 2009, we entered into a loan and security agreement, which we refer to as our credit facility, with Silicon Valley Bank, or SVB, that provided up to $2.0 million aggregate principal amount of term loan borrowings and accrued interest at a fixed rate of 8%. The principal and interest with respect to such term loan borrowings was payable ratably over a 33 month period and the term loan borrowings matured in June 2012.

In October 2010, the credit facility was amended to provide for up to $5.0 million aggregate principal amount of revolver borrowings. Interest on such revolver borrowings accrued at a rate of SVB’s prime rate plus 1%. The credit facility was amended in May 2011 to increase the maximum aggregate principal amount of revolver borrowings to $8.0 million.

The credit facility was further amended in March 2012 to provide for $6.0 million aggregate principal amount of revolver borrowings and $3.0 million for letters of credit and foreign exchange sublimit reserves.

On April 18, 2013, we amended and restated the credit facility. Pursuant to the amended and restated credit facility we can incur revolver borrowings up to the lesser of $12.0 million and a borrowing base equal to 80% of eligible accounts receivable. In addition, we have an incremental $6.0 million of non-formula based availability during the fourth quarter retail holiday season. Any outstanding borrowings must be repaid at the April 26, 2014 maturity. Interest accrues at a floating rate equal to SVB’s prime rate plus 1.0% and is payable monthly.

There were no borrowings outstanding under the credit facility as of December 31, 2013. As of December 31, 2013, we were in compliance with the terms and covenants of the credit facility. Financial covenants include maintenance of an adjusted quick ratio, defined as the ratio of current assets to current liabilities minus the current portion of deferred revenue, of at least 1.25 to 1.00 and a minimum net income. On October 29, 2013, we modified the terms of the credit facility with SVB to adjust the financial covenant requirements for future quarters to levels that are aligned with our operating and financial targets. Our obligations under the credit facility are secured by substantially all of our assets.

The credit facility contains customary conditions to borrowings, events of default and negative covenants, including covenants that restrict our ability to dispose of assets, merge with or acquire other entities, incur indebtedness, incur encumbrances on our assets, make distributions to holders of our capital stock, make investments or engage in transactions with our affiliates. We are also required to maintain certain financial covenants including an adjusted quick ratio and a minimum net income. Our obligations under the credit facility are secured by substantially all of our assets.

Historical Cash Flows

	Year Ended December 31,
	2011			2012			2013
	(In thousands)
Net cash provided by operating activities	$	2,708		$	5,933		$	21,237
Net cash provided by (used in) investing activities		487			(2,834	)		(3,801	)
Net cash provided by (used in) financing activities		(395	)		12,065			(1,313	)
Net increase in cash and cash equivalents		2,800			15,164			16,123

Net Cash Provided by Operating Activities

Cash flows provided by, or used in, operating activities consist primarily of net income adjusted for certain non-cash items, including stock-based compensation, depreciation and amortization and other non-cash charges, net. Our cash flows from operations are largely dependent on increased GMV generated from our customers’ ecommerce sites. We believe we have the ability to conserve liquidity when economic conditions become less favorable through any number of initiatives including curtailment of expansion and cutting discretionary spending.

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Cash flows provided by operating activities during the year ended December 31, 2013 were $21.2 million, consisting of net loss of $0.7 million and non-cash items which included a change in the fair value of warrants of $1.5 million, stock-based compensation of $1.4 million and depreciation and amortization of $2.3 million. Working capital sources of cash during the year ended December 31, 2013 included (1) a $12.3 million increase in trade payable, accrued expenses and other liabilities primarily attributable to increased fulfillment, duty and VAT costs, (2) a $1.5 million decrease in trade receivables primarily driven by accelerated collections from merchants, (3) a $3.0 million decrease in other current assets primarily attributable to a decrease in advance payment processors, net of, (4) a $0.1 million decrease in Israeli employee obligations.

Cash flows provided by operating activities for the year ended December 31, 2012 were $5.9 million, consisting of net income of $0.2 million partially offset by non-cash items including a change in the fair value of warrants of $1.8 million, stock-based compensation of $0.3 million, and depreciation and amortization of $1.4 million. Working capital sources of cash for 2012 were related to an increase in accounts payable, accrued expenses and other liabilities of $12.4 million primarily related to costs incurred but not paid for logistics related fulfillment costs incurred during the three months ended December 31, 2012 and a $0.4 million increase in Israeli employee obligations. These sources of cash were partially offset by (1) an increase in trade receivables of $7.7 million primarily attributable to GMV growth and (2) an increase in other current assets of $2.9 million primarily attributable to advance payments with payment processors.

Cash flows provided by operating activities for the year ended December 31, 2011 were $2.7 million, consisting of net income of $5.7 million partially offset by non-cash items including gain from sale of business totaling $6.7 million, stock-based compensation of $0.2 million, depreciation and amortization of $0.5 million, and other non-cash items of $0.2 million. Working capital sources of cash for 2011 were related to an increase in accounts payable, accrued expenses and other liabilities of $7.7 million primarily related to costs incurred but not paid for fulfillment related logistics costs incurred during the three months ended December 31, 2011. These sources of cash were partially offset by (1) an increase in trade receivables of $3.5 million primarily attributable to GMV growth, and (2) an increase in other current assets of $1.4 million primarily attributable to advance payments with payment processors.

Net Cash Provided by (Used in) Investing Activities

Cash flows used in investing activities consist primarily of capital expenditures for information technology infrastructure and software development, as well as cash used for a business acquisition. Cash flows provided by investing activities consist primarily of proceeds from the sale of the GSS business.

Cash flows used in investing activities during the year ended December 31, 2013 were $3.8 million. This consisted of $1.6 million of purchased property and equipment and $3.3 million of capitalized software development costs, and $0.1 million of cost related to a patent licensing agreement. The overall usage of cash was partially offset by $1.0 million of proceeds related to the receivable from the sale of the GSS business and $0.2 million for Israeli employee obligations.

Cash flows used in investing activities for the year ended December 31, 2012 were $2.8 million. The source of cash is related to $3.0 million of payments related to the receivable from the sale of the GSS business. This was partially offset by $2.0 million for the acquisition of CPBF, $1.9 million to purchase property and equipment, $1.7 million of capitalized software development cost, $0.2 million for Israeli employee obligations, and $0.1 million of expenditure related to a patent licensing agreement.

Cash flows provided by investing activities for the year ended December 31, 2011 were $0.5 million. The source of cash was related to $1.5 million of payments related to the receivable from the sale of the GSS business. This was partially offset by $0.7 million of capital expenditures, $0.1 million of cost related to a patent licensing agreement, $0.1 million for Israeli employee obligations, and $0.1 million of restricted cash and deposit obligations.

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Net Cash Provided by (Used in) Financing Activities

Cash flows provided by financing activities consist primarily of the issuance of convertible preferred stock, net of issuance costs, borrowing of debt and proceeds from the exercises of options and warrants. Cash flows used for financing activities consist primarily of repayment of long-term debt.

Cash flows used in financing activities during the year ended December 31, 2013 were $1.3 million. This primarily consisted of $1.6 million of deferred offering costs. Additionally, proceeds from exercises of stock options were $0.4 million partially offset by payments on capital leases of $0.1 million. During the fourth quarter of 2013, we drew down $10.0 million from the revolving credit facility to support working capital needs during the fourth quarter holiday season and subsequently repaid the $10.0 million prior to the end of the year.

Cash flows provided by financing activities for the year ended December 31, 2012 were $12.1 million. Sources of cash included (1) $12.4 million from the issuance of 2,942,978 shares of Series E convertible preferred stock, (2) proceeds of $2.0 million from the revolving credit facility to consummate the CPBF acquisition, (3) $0.4 million of proceeds from the exercise of warrants in full issued to Plenus Technologies Ltd. allowing for the purchase of 575,283 shares of our Series C preferred stock, and (4) $0.1 million from the exercise of stock options. This was partially offset by (1) a $2.4 million repayment of long-term debt and (2) a $0.4 million aggregate repurchase of portions of Series A and Series C preferred stock.

Cash flows used in financing activities for the year ended December 31, 2011 were $0.4 million. Sources of cash included $0.4 million from the exercise of stock options. This was more than offset by $0.7 million repayment of long-term debt and $0.1 million of capital lease payments. We further financed $0.2 million of equipment under capital leases.

Contractual Obligations and Commitments

Our principal commitments consist of obligations under leases for our office space, vehicles and furniture and equipment. The following table summarizes these contractual obligations at December 31, 2013:

	Payment Due by Period
	Total			Less than 1 year		1-3 years		3-5 years		More than 5 years
	(In thousands)
Operating lease obligations	$	8,306		$	1,213	$	3,484	$	3,609	$	—
Capital lease obligations		49	(1)		32		17		—		—
Total	$	8,355		$	1,245	$	3,501	$	3,609	$	—

(1) Includes $3 thousand of imputed interest.

Off-Balance Sheet Arrangements

During the periods presented, we did not have any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.

Quantitative and Qualitative Disclosures about Market Risk

Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates. We have operations both within the United States and internationally, and we are exposed to market risks in the ordinary course of our business. These risks include primarily foreign currency exchange risks, interest rate risk and inflation risk.

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Interest Rate Risk

At December 31, 2012 and December 31, 2013, we had cash and cash equivalents of $27.5 million and $43.6 million, respectively. We do not believe our cash and cash equivalents have significant risk of default or illiquidity. We maintain significant amounts of cash and cash equivalents at one or more financial institutions that are in excess of federally insured limits. We cannot be assured that we will not experience losses on these deposits.

Our existing credit facility accrues interest at a variable rate and we are exposed to market risks relating to changes in interest rates if we have a meaningful large outstanding balance. At December 31, 2013, the interest rate on our credit facility was 5.0% which, in accordance with the terms of our existing credit facility, was based on the lender’s prime rate plus 1.0%. There were no borrowings outstanding under our credit facility as of December 31, 2013. We do not currently have any interest rate hedging activities in place but may in the future engage in hedging activities if market conditions change. We do not, and do not intend to, engage in the practice of trading derivative securities for profit. A 10% increase or decrease in our current interest rate would not have a material effect on our interest expense.

Foreign Currency Exchange Risk

We are exposed to risks from changes in foreign exchange rates due to the nature of our business. The results of operations of, and sales volumes generated from, our customers’ ecommerce sites running on our platform are exposed to foreign exchange rate fluctuations for international sales. If the U.S. dollar weakens against foreign currencies, the translation of the prices of the customer’s products into foreign currency denominated transactions would decrease, which may result in increased international sales volumes, revenue and net income for us. Conversely, to the extent the U.S. dollar strengthens against foreign currencies, cross-border sales related to purchases of dollar-denominated goods on our platform by consumers may decrease, which could adversely affect international sales volumes, revenue and net income. Foreign exchange gains or losses related to international sales are recorded within cost of revenue. Additionally, upon revaluing our foreign subsidiaries’ financial statements that are denominated in currencies other than the U.S. dollar, primarily the Canadian dollar and the Israeli new shekel, foreign currency gains or losses are recorded within interest and other income, net, as appropriate, on the balance sheet date.

Our primary exposure to fluctuations in foreign currency exchange rates pertains to the major currencies in which our customers generate international sales, including Canadian dollars, Australian dollars, pounds sterling, euros and Japanese yen. Prior to 2013, we entered into foreign forward exchange and option contracts in order to protect us from the risk that the fair value of existing receivables, payables and the cash flows resulting from firm or anticipated transactions of services in foreign currencies, would be affected by fluctuations in exchange rates. Effective December 2012, we entered into a contract with a third party foreign exchange services provider for currency exchange and remittance services for our major currencies, including Canadian dollars, Australian dollars, pounds sterling, euros and Japanese yen, whereby the risk of loss on fluctuation in foreign exchange rates is borne by the third party provider. Although we have limited our risk of loss for major currencies we still may experience losses from fluctuations in exchange rates for sales in other foreign currencies, or upon translation to U.S. dollars expenses incurred in Israeli new shekels for our subsidiary operations, which may negatively impact our operating results.

Inflation Risk

We do not believe that inflation has had a material effect on our business, financial condition or results of operations. Nonetheless, if our costs were to become subject to significant inflationary pressures, we may not be able to fully offset such higher costs through price increases. Our inability or failure to do so could harm our business, financial condition and results of operations.

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BUSINESS

Overview

We are a market leader in international cross-border ecommerce, operating a proprietary technology and services platform to enable U.S. retailers to transact with consumers in more than 100 countries and territories worldwide. The market opportunity for international cross-border ecommerce is large, with cross-border consumers expected to spend $24 billion on physical goods from U.S. online retailers in 2014, based on a study conducted on our behalf by Forrester Research, Inc., or Forrester. However, the market remains significantly under-monetized by U.S. retailers today. Many U.S.-based online retailers view international expansion as important to their overall business strategies, yet international ecommerce revenues are limited today for many of these retailers. Based on the database of web merchants ranked in Internet Retailer’s 2013 Top 500 Guide, less than 60% currently sell internationally. We believe this is due to the significant challenges associated with selling to global consumers.

We believe Borderfree delivers the most comprehensive cross-border ecommerce solution available through a single unified platform enabling retailers to capitalize on the large cross-border market opportunity. Our customers, comprised of the retailers and brands that integrate our solution, use our highly scalable Borderfree platform to develop a seamless global ecommerce business across web, mobile and in-store channels to transact with international shoppers, who we refer to as consumers. Borderfree manages all aspects of the international shopping experience, including site localization, multi-currency pricing, payment processing, fraud management, landed cost calculation, customs clearance and brokerage, and global logistics services while maintaining the integrity of our customers’ brands and the consumer experience. Our integrated cross-border solution enables retailers to begin selling internationally typically within 90 days without the need to invest in expensive infrastructure, software, in-house compliance expertise or international vendor relationships. In addition, as a result of our scale and experience in international ecommerce, we have amassed a substantial amount of data that enables us to provide actionable marketing and merchandising insights to our customers to help grow their global sales.

Today, we are enabling the online international expansion initiatives of some of the largest U.S. retailers and brands, including Aeropostale, J.Crew, Lands’ End, Macy’s, Neiman Marcus, Under Armour, Warby Parker and Williams-Sonoma. We refer to U.S. retailers and brands as our customers and the shoppers transacting with them as consumers. As of December 31, 2013, our platform was powering the global expansion of 158 ecommerce sites for 91 customers.

We derive our revenue from fees paid to us by our customers based on a percentage of their sales generated through our platform. Our customer contracts typically have multi-year initial terms ranging from one to four years, followed by one-year renewal periods. We generate additional revenue from fulfillment services, foreign exchange and other transaction related fees. We operate our business through an asset-light model, requiring minimal capital investment, which allows us to scale our business in a cost effective and efficient manner.

Founded in 1999, we initially came to market with a patented foreign exchange technology solution that allowed ecommerce retailers to automatically present and settle transactions in the preferred currencies of their global consumers. As our business evolved, we realized that the problems retailers faced selling internationally went beyond foreign exchange to include localization, payments and logistical complexities. In response to these challenges we developed a comprehensive global ecommerce technology and service offering and renamed our company FiftyOne. In 2013, following the 2012 acquisition of the Borderfree business unit of Canada Post Corporation, we changed our name to Borderfree.

Since the commercial launch of our global ecommerce platform in 2008, we have experienced significant growth. We processed $137 million, $302 million and $448 million of gross merchandise volume, or GMV, on our platform during 2011, 2012, and 2013, representing period over period growth of 78%, 120% and 48%, respectively. We experienced similar growth in revenue, generating revenue of $37 million, $81 million and

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$110 million and Adjusted Revenue of $38 million, $81 million and $110 million in the same periods, representing period over period Adjusted Revenue growth of 84%, 114%, and 36% respectively. Additionally, global ecommerce services revenue grew 94%, 111%, and 52% over the same periods, respectively. The growth in GMV on our platform and revenue was supported by a 102% growth in our customer base from 44 to 91 customers between January 1, 2011 and December 31, 2013. We had net income of $5.7 million, which included a gain from sale of business of $6.7 million, in 2011, net income of $0.2 million in 2012 and a net loss of $0.7 million for the year ended December 31, 2013. For a definition of GMV and Adjusted Revenue and a reconciliation of revenue to Adjusted Revenue, see the section entitled “Prospectus Summary—Summary Financial and Other Data.”

Market Opportunity

As a global ecommerce platform for online retailers, we benefit from international trends in ecommerce.

Ecommerce: a Large and Growing Global Market

Strong demand for U.S. brands from global consumers provides U.S. retailers significant opportunities to serve markets outside the United States. Many U.S. brands have strong reputations internationally, with U.S. brands accounting for 54% of Interbrand’s Top 100 global brands in 2012. Prestige, product selection, price, and quality are just a few of the factors driving demand for U.S. brands by global consumers across the world. At the same time, technology trends such as broadband penetration and mobile device proliferation are making it easier for global consumers to purchase from U.S. brands. As a result of these trends, International Data Corporation, or IDC, expects Internet penetration to rise, with the number of Internet consumers (outside the United States) purchasing online to grow at a 17% CAGR from 2012 to 2017. Additionally, the proliferation of smartphones and tablets provides another convenient channel for global consumers to shop for U.S. brands. IDC predicts that the number of smartphone and tablet users outside the United States will more than double from 900 million in 2012 to 1.9 billion by 2017.

While Canada, U.K. and Australia are natural markets for U.S. retailers looking to expand internationally given the common language, cultural similarities, and an established ecommerce market, demand for U.S. goods is significant throughout the world. Additional markets for U.S. retailers include major non-English speaking developed economies such as France, Germany and Japan, and fast growing, emerging markets including Brazil, Russia, India, China and the Middle East.

Given our focus on cross-border ecommerce, our addressable market is comprised of physical goods which can be shipped cost effectively, like apparel, handbags, jewelry, sporting goods, home décor, and toys, and therefore does not include digital goods and services, such as music downloads and travel. According to IDC the global ecommerce market for physical goods was $392 billion in 2012, of which $114 billion was in the U.S. Ecommerce is rapidly expanding outside of the United States as the number of Internet users increases and the infrastructure for online payments and fulfillment continues to develop. According to IDC, there were over 2.0 billion Internet users outside the United States in 2012, which is expected to grow at an 8% CAGR from 2012 to 2017. By contrast, there were approximately 257 million Internet users in the United States in 2012, which is expected to grow at a 2% CAGR from 2012 to 2017. IDC expects the global ecommerce market for physical goods outside the United States to grow at an 18% CAGR from 2012 to reach $640 billion by 2017, outpacing expected growth of 7% CAGR over the same period in the U.S. market. According to IDC, in 2012 there were approximately 790 million consumers outside the United States that are potentially addressable by U.S. retailers, with many more coming online every year. The emerging markets are particularly attractive, with IDC forecasting a 37% CAGR for physical goods ecommerce sales in Asia-Pacific (excluding Japan) from 2012-2017, and a 19% CAGR for Latin America over the same period. Many U.S. retailers are targeting faster growing international markets to boost the growth of their ecommerce businesses and take a larger share of the global ecommerce market.

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The Under-monetized Cross Border Ecommerce Opportunity

According to Forrester, international expansion is top of mind for many retailers, with 75% of respondents ranking international expansion as either “very important” or “somewhat important” to their overall business strategies in their recent survey of U.S.-based online retailers. Despite this view, many of these retailers are at a very early stage of global expansion and for the majority of brands, international ecommerce revenues are limited. In fact, based on the database of web merchants ranked in Internet Retailer’s 2013 Top 500 Guide, less than 60% currently sell internationally. We believe this is due to the significant challenges associated with selling to global consumers.

We estimate that, in 2014, cross-border consumers will spend $24 billion on physical goods from U.S. online retailers, based on a study conducted on our behalf by Forrester. However, we believe that the current market is under-monetized and that U.S. retailers not selling internationally today are missing out on significant demand from international consumers that, if served, could generate significant incremental ecommerce revenues for those retailers. Based on comScore data from May 2013, U.S. retailers in the Internet Retailer 500 receive an average of 22% of their visitor traffic from international consumers. We believe that this percentage will grow as internet penetration increases internationally, driving more global consumers to shop online with U.S. retailers for the greater product selection from their favorite U.S. brands. Based on a study conducted on our behalf, Forrester expects that the U.S. online cross-border market will grow at a 17% CAGR from $20 billion in 2013 to $44 billion in 2018, significantly outpacing the growth of the overall ecommerce market for physical goods in the U.S., which IDC projects will grow at a 6% CAGR through 2017.

We believe that an even larger opportunity exists globally for retailers and brands seeking to sell products to consumers outside of their home markets, and non-U.S. retailers could represent a significant future addressable opportunity for us. A recent study conducted by Nielsen for PayPal identified 94 million cross-border shoppers from the United States, the United Kingdom, Germany, Brazil, China and Australia spending a total of $105 billion on online purchases made from overseas websites in 2013, representing 16% of all online shopping in these six markets. By 2018, the same report expects that there will be 130 million cross-border shoppers spending nearly three times as much, or $307 billion. The total global cross-border market opportunity is even larger, given that these six markets represent only 55% of the global ecommerce market in 2013, according to IDC. We believe that by helping retailers everywhere export to anywhere in the world, we can tap into this large global market opportunity.

Challenges of Selling to Global Consumers

Challenges for Retailers

Selling globally can be expensive and complicated. There are currently two in-house alternatives to sell to global consumers, cross-border trading and establishing an in-country presence.

Cross-border Trading

Retailers selling to global consumers directly from their U.S. website face challenges and risks including:

• complicated import and export regulations and restrictions, which vary by country, product and quantity, and require costly resources to ensure compliance;

• an increased risk of credit card fraud;

• lower sales conversion rates due to factors including higher shipping costs, unexpected customs and duties, limited local currency payment options and narrower product selection;

• difficulty in tailoring the product offerings on its U.S.-based website to global consumers in different markets; and

• damage to their overall brand image if they provide a frustrating consumer experience.

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Establishing an In-country Presence

Retailers setting up local operations face challenges and risks including:

• investment of significant amounts of time and money to establish and maintain country-specific websites, order management systems, distribution centers, call centers, inventory, subsidiaries and other infrastructure such as local banking relationships and international shipping relationships;

• significant upfront investment with limited ability to assess local consumer demand before entering the market;

• exposure to foreign exchange and tax risk due to their investment and operations in the market; and

• inability to scale effectively, as each new market typically requires unique solutions which are not easily replicated from solutions in other markets.

The challenges and risks posed by these alternatives cause many U.S. retailers to delay global expansion and miss the opportunity to generate additional revenue and further expand their brand awareness around the world.

Challenges for the Global Consumer

Global consumers outside the United States are often faced with a disappointing customer experience whether they buy from a retailer’s local in-country website or U.S. website. In the case of local in-country websites of U.S. retailers, consumers are often faced with narrower product selection compared with what is available on the retailer’s U.S. website. When ordering from a U.S. website, consumers often have to deal with high shipping costs, additional unexpected fees at the time of delivery related to taxes, customs and duties and long delivery times. They may also find that the U.S. website does not translate the product prices into their local currency, has restrictive return policies, and lacks support for foreign credit cards or payment methods. In addition, many retailers fail to tailor their product catalogs to comply with export and import restrictions, presenting global consumers with products they cannot ultimately buy. We believe all of these limitations make it frustrating for the consumer and ultimately more difficult for a non-U.S. consumer to buy from U.S. retailers, thus contributing to the significant disparity between websites visited and transactions consummated by consumers outside the United States.

As a result, we believe the combination of the large international cross-border ecommerce opportunity and challenges of implementing an in-house solution create a significant opportunity for a differentiated third party solution.

The Borderfree Solution

The Borderfree solution is a proprietary ecommerce technology and services platform designed to remove the barriers to international cross-border ecommerce.

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Key benefits of our platform include:

Comprehensive Solution. We believe Borderfree delivers the most comprehensive international ecommerce solution available through a single unified platform. Borderfree manages all aspects of the international sales process, including site localization, multi-currency pricing, payment processing, fraud management, landed cost calculation, customs clearance and brokerage and global logistics services while providing a high quality consumer experience throughout. In addition, our solution eliminates foreign exchange and credit card fraud exposure for our customers. Our solution combined with our experience in facilitating millions of international ecommerce transactions allows us to successfully navigate these challenges on behalf of our customers at low cost and risk to them.

High Return on Investment. We believe that the Borderfree platform offers a capital efficient, cost effective and low risk solution for retailers to compete in international markets. After a minimal initial investment for integration with our platform, which enables retailers to launch in all or select markets without any incremental cost, customers then pay us a percentage of the sales they generate through our platform. Retailers are typically able to start selling within 90 days in over 100 countries and territories and in more than 60 currencies. Retailers who implement our platform have the flexibility to launch in all or select markets, without any incremental cost or effort to activate additional markets. As we expand the available countries on our platform, our customers will gain access to these countries at no additional cost.

High Quality Consumer Experience. Our platform enables our customers to provide a localized experience that maintains their brand integrity. Our platform geo-locates global consumers, and welcomes them in the local language to instill confidence at the outset of the shopping experience. All merchandise prices are converted to the consumer’s preferred currencies site-wide, and the consumer is presented with a landed cost calculation which is the transaction cost inclusive of all tariffs, value added tax, shipping costs, and clearance fees to ensure there are no surprise charges. In addition, the consumer can select from relevant local payment options, track their purchases online with order update emails and a consolidated tracking link and benefit from the retailers’ international returns and other consumer service initiatives.

Customizable Pricing and Promotion Strategies. In addition to providing our market specific knowledge to retailers, we aggregate and analyze the data generated from the transactions processed on our platform. Our customers are able to leverage this data to create, test and deploy country-specific pricing and promotion strategies to maximize checkout conversion. For example, using our platform retailers can create and manage country specific pricing rules that optimize landed cost for conversion by adding margin into product prices to offset the cost of any combination of any shipping, duty or value added tax related promotions at checkout. Retailers can also display location based offers tailored to consumers visiting from specific countries such as dollar and percentage off discounts for merchandise product, shipping costs and duty and value added tax, order and item level discounts, coupons, as well as other specialized promotions.

Access to New Sales and Marketing Channels. We have formed strategic partnerships with global marketing partners, including those with American Express, MasterCard, PayPal and Visa. These partnerships can expand the marketing reach of retailers to many millions of qualified consumers through the variety of marketing channels offered by these partners. Additionally, these partnerships typically leverage our existing customer integration into our platform.

Our Competitive Strengths

As a result of our extensive experience in cross-border ecommerce and substantial data asset resulting from consumer interactions on our platform, we enjoy a strategic relationship with our customers. Our customers look to us for a technology solution to enable international ecommerce expansion as well as for strategic advice on how to best expand in markets around the world.

Our competitive strengths include:

Comprehensive and Scalable Platform. Our ecommerce platform enables retailers to begin selling internationally without requiring significant investment of time or resources. As the retailer’s global sales

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grow, our platform has the features and functionality to scale with them and effectively address their needs. As a result, we believe that we possess the most comprehensive platform for retailers looking to expand their ecommerce sales internationally, quickly and cost effectively.

Global Reach and Scale. In 2013 we facilitated approximately $448 million of GMV, shipping to over 100 countries and territories, containing nearly 76% of the population outside the United States, and settling transactions in more than 60 currencies. We have a network of global and market-specific logistics vendors and payment providers. This network enables us to execute transactions and deliver products to both established markets and difficult to reach locations around the world. As a result of our scale and ability to consolidate volume we enjoy lower fulfillment costs and access to competitive foreign exchange rates.

Asset-light Business Model. Our model allows us to scale our business to serve additional customers, markets and GMV with minimal capital expenditures. We do not own or operate any distribution centers or warehouses. We work with third-party logistics providers for hub processing and international delivery services to process and transport products to the consumer, paying only a volume-based fee which varies in line with our customers’ sales volume. We also do not own or operate any consumer support centers, as our customers handle consumer service calls directly.

Branded Consumer Experience. We enable the retailer to provide a localized shopping experience that instills in international consumers the same level of trust and confidence in their brand as their U.S. consumers. Retailers who use our solution maintain full control of the consumer experience including the website presentation, customer service, product packaging and pre and post order related communications. All of these interactions are done in accordance with the brand and product objectives of our customers. By focusing on the immediacy, prominence and visibility of our customers’ brands, our solution is appealing to retailers who acquire and maintain customers through brand equity and customer service, especially large and iconic lifestyle and department store brands.

Substantial and Growing Data Asset. As the processor of consumer transactions on our platform, Borderfree possesses a substantial amount of data related to international consumer demand and purchasing behavior. With the growth in the number of customers operating their ecommerce sites on our platform, we have processed more than 4.4 million transactions since the launch of the Borderfree solution in the beginning of 2008. We collect data from the time a consumer initiates the check-out process to the time a consumer completes the transaction, providing retailers with a unique holistic view of the consumer’s preferences down to the SKU-level across multiple brands. This data, coupled with investment in advanced analytics and CRM capabilities, produces meaningful insights into international ecommerce marketing, merchandising and conversion strategies. In the years ended December 31, 2011, 2012 and 2013, we saw 0.5 million, 1.4 million and 2.1 million transactions on our platform, respectively. We believe the average transaction per consumer will increase as we leverage our growing data asset to execute our marketing and merchandising strategies.

Growing and Loyal Customer Base. Since we launched the Borderfree solution, we have experienced significant growth in our customer base, growing from a single customer in the beginning of 2008 to 91 as of December 31, 2013. We believe that our ability to retain customers is an indicator of the stability of our revenue base and the long-term value of our customer relationships. We assess our performance in this area using a metric we refer to as our global ecommerce services retention rate. We define this retention rate with respect to a given twelve-month period as (i) global ecommerce services revenue recognized within such period from customers that contributed global ecommerce services revenue in the prior twelve month period divided by (ii) global ecommerce services revenue recognized in such prior twelve month period. Our global ecommerce services retention rate was 165%, 197% and 144% for the years ended December 31, 2011, 2012 and 2013, respectively. We also gain valuable feedback from our existing customers, which helps enhance our platform with the most relevant features and functionality to stay current with our customers’ needs and attract prospective customers. As of December 31, 2013, we had 13 of the Internet Retailer Top 50 as our customers, and 58 of the Top 500. This loyal customer base of high profile retailers also serves to attract new customers as they see the tangible benefits realized by implementing our solution.

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In addition, once the Borderfree solution is deployed, GMV processed on customers’ collective ecommerce sites and average GMV per customer typically grows over time. The tables below illustrate GMV by customer cohort (with each cohort organized by the year in which customers first adopted the Borderfree solution) and average GMV per customer for the periods presented.

Results for each customer cohort inherently reflect a distinct group of customers and consumers and may not be representative of our current or future composite group of customers and consumers, particularly as we grow and our customer base broadens. In addition, the results for each customer cohort may reflect unique market and consumer dynamics during the periods covered and not be indicative of the future performance of such cohort or other cohorts.

International Experience. We have developed market specific knowledge about ecommerce across a diverse group of markets and cultures. Our expertise helps our customers navigate local rules, regulations and compliance to sell to consumers in local markets more quickly and optimize market specific merchandising and marketing strategies to sell to these consumers more effectively.

Our Growth Strategy

Our mission is to be the leading provider of global ecommerce services, enabling retailers and brands to easily market and sell to consumers in every corner of the globe. Our strategies to achieve this goal include:

Grow GMV with our Existing Customers. While customers on our platform have rapidly grown their international ecommerce sales, international sales still represent only a small percentage of their domestic sales. For our top 20 customers, we estimate that international sales using our platform accounted for an average of approximately 1.7% of their respective total ecommerce sales in 2012. However, as calculated based on data provided by comScore in April 2013, we estimate that these same customers received an average of 21% of their respective visitor traffic from international consumers. We believe that there remains a significant opportunity

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for these customers to continue to grow their international sales volumes. We are pursuing a number of key initiatives to drive this growth including:

• Improving Sales Conversion Through Optimized Logistics. The cost of shipping is one of the largest obstacles to a global consumer completing an online purchase. Leveraging our scale, we have negotiated more favorable rates with our existing carriers to reduce shipping costs, which we believe has contributed to the improvement in our order submit rate. We intend to continue reducing the cost of logistics by expanding the number of hubs and carriers in our logistics network and introducing new lower cost delivery options, which we believe will improve our order submit rate.

• Driving Qualified Site Traffic Through Strategic Partnerships. We believe we have a considerable opportunity to expand our relationship with our customers by deploying marketing solutions that drive incremental international traffic to their ecommerce sites. We are partnering with our customers across a wide spectrum of marketing and promotional strategies including shipping promotions, e-mail marketing, search engine marketing, contextually relevant display advertising and social media. In addition, we plan to expand and strengthen our strategic alliances with loyalty, shopping comparison, and credit card providers to provide our clients with new customer acquisition channels. For example we have strategic partnerships with American Express, MasterCard, PayPal and Visa that serve to expand the marketing reach of our customers.

• Leveraging Our Data Asset. We have recently invested in new business intelligence and database platforms to expand our analytics capabilities and enhance our own and our customers’ ability to analyze the aggregated information, and leverage it to formulate data driven marketing and merchandising strategies. Through our analytics capabilities and consumer information we expect to deliver insights on the global consumer to help our clients increase international sales. We do not currently monetize our data asset beyond making our core products and services more attractive to our customers although we may attempt to do so in the future.

Acquire More Customers. Based on the database of web merchants ranked in Internet Retailer’s 2013 Top 500 Guide, less than 60% currently sell internationally. We believe there is significant opportunity for a variety of merchants to target global consumers. Specifically, we target U.S. brands with significant global appeal such as large department stores, established and emerging consumer brands, specialty retailers and online only retailers. We intend to expand our sales and marketing investments to focus on acquiring these customers. In addition, we believe that our addressable market opportunity includes many smaller U.S. retailers which we plan to acquire through self-service options requiring limited integration time, effort and investment.

As retail spending continues to move online across the globe, we believe there is additional demand for our platform and service offerings from non-U.S. retailers and brands. For many of these retailers a similar, significant opportunity exists to adopt a cross-border sales strategy.

Continue to Innovate and Add New Functionality to Our Platform. We continually invest in additional platform features and functionality to address our customers’ current and long-term needs. Specifically, we are investing in new carrier and payment provider integrations, streamlining browsing and purchasing on mobile devices, supporting in-country multi-channel pricing strategies and fulfilling orders using regional inventory.

In addition, we plan to create our own proprietary marketplace platform which will offer branded and localized ecommerce sites including our customers’ brands and products to global consumers, and a consumer-facing portal for global consumers to use to place orders and consolidate shipments from multiple U.S. merchants.

Pursue Strategic Acquisitions. We plan to pursue acquisitions that complement our existing business, represent a strong strategic fit and are consistent with our overall growth strategy. We may also target future acquisitions to expand or add functionality and capabilities to our platform.

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Products and Services

Borderfree Ecommerce Platform

The Borderfree platform is comprised of technology, data, expertise and services that span:

• consumer experience localization,

• payments, compliance and risk management,

• global transportation and logistics,

• post-delivery customer care, and

• global consumer insights and marketing.

Our platform enables our customers to provide a localized shopping experience for global consumers based on the consumer’s IP geolocation. Conditional page manipulation based upon the consumer’s IP geolocation occurs within our customer’s IT environment and website. This is an alternative to the creation and hosting by Borderfree of international versions of the customer’s website or the customer building, hosting and maintaining separate country-specific websites. The effects of localization on transactions processed on our platform include the conversion of product prices to the appropriate currency, the suppression or filtering of merchandise subject to import or export restrictions, the substitution of the domestic checkout path with our international checkout and the introduction of visual welcoming elements such as flag icons, welcome messaging in the consumer’s language and international frequently asked questions.

Consumer Experience Localization

Localizing a consumer’s experience starts with the synchronization of Borderfree’s localization data with the retailer’s website environment. Localization data is comprised of IP geolocation tables, country-currency pairs, currency code information, country-specific price multipliers, customizable by a retailer based on their pricing strategy, currency rounding methods and foreign exchange rates. A retailer can either schedule the download of this localization data via application programming interfaces, or APIs, provided by Borderfree, or install our proprietary software tool called the Ambassador. The Ambassador automatically downloads new localization data sets and persists the data into the retailer’s website environment, transmits the retailer’s full or incremental product catalog updates to Borderfree, for estimating the duty of each new product, and screens for products that may be subject to import, export or shipping service restrictions. With localization data easily accessible by a retailer’s ecommerce website, the IP address of an incoming consumer’s location is identified, and the presentation of a retailer’s ecommerce pages are altered to be “localized” as they are delivered to the consumer’s browser.

Retailers have the flexibility with our solution to modify a variety of elements and features on their site to localize pages for international consumers, including:

• Dynamic Suppression or Filtering of Restricted Merchandise. The retailer can automatically suppress or otherwise make unavailable from browse or search results any products or categories that are subject to licensing, shipping, export or import restrictions.

• Localized Greetings and International Icons. Upon detecting a first-time global consumer, the retailer can display Borderfree’s localized and customizable “Welcome Mat” in the consumer’s preferred language, and a flag icon corresponding to the country of the consumer in a prominent location within the global site header.

• Product Pricing Displayed in the Buyer’s Preferred Currency. Products are presented in the consumer’s preferred currency at the current exchange rate.

• Customizable Country-specific Price and Promotion Strategies. Retailers can create and manage country-specific pricing rules that optimize landed costs for conversion by adding margin into product prices to offset the cost of any combination of shipping, duty or VAT related promotions at checkout. Retailers can also display location-based offers tailored to consumers visiting from specific countries.

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• International Checkout. We provide our customers with two convenient ways to integrate our international checkout capability. We offer a responsively designed HTML checkout hosted by Borderfree that is faster to implement, requires very little customization and which inherits new checkout features that may be introduced over time. We also offer an API-based checkout for retailers looking to control the entire presentation layer and unify their international and domestic checkout process.

Payments, Compliance and Risk Management

Regardless of the international checkout method chosen, our platform offers preferred local payment options, fraud and foreign exchange risk management, VAT and duty collection and remittance and the management of all import and export restrictions.

• Local Payment Options. We obtain international shipping information, billing information, and payment details from the consumer. International credit cards and other popular international tender forms are accepted.

• Fraud Prevention. When the consumer places an order, we authenticate and authorize their international payment information, perform an automated, real time fraud assessment using a payment gateway and denied party screening and fraud management tools incorporated into our platform from CyberSource Corporation, a wholly-owned subsidiary of Visa Inc. We can automatically accept or reject the order based on this assessment, or queue an order for manual review.

• Foreign Exchange Risk Management. We bill the consumer in their preferred currency, using real-time exchange rates, fixed at the time of the transaction, with no risk to the consumer. The retailer bills a Borderfree credit card or Borderfree account, in U.S. dollars, and therefore assumes no foreign exchange risk in the transaction.

• VAT and Duty Collection. We charge the consumer a guaranteed fully landed cost, covering payment of all duties, taxes and charges required to deliver the product. We contract with licensed customs brokers to manage the related VAT and duty collection related to our transactions with international consumers. All applicable local duties and VAT are calculated by the licensed customs broker and submitted for review and approval by the destination country’s customs authority. Upon approval by the destination country’s customs authority, the licensed customs broker pays the amounts due related to the parcel entry. The actual amount is billed back to us by the licensed customs broker. The consumer is the importer of record and, therefore, we do not have nexus in any foreign jurisdiction.

• Import and Export Restrictions Management. We use a combination of merchant provided data, internal import and external export compliance expertise and licensed compliance and restrictions data services to prevent a consumer from purchasing U.S. export restricted products or products that are restricted from import into the consumers’ country prior to checkout.

• Support for Split Shipments, Cancels, Backorders and Pre-orders. Funds are captured from consumers once parcels are shipped, and only for pro-rated amounts based on the value of a single parcel in the case of a partially shipped order or split shipment. Additionally, Borderfree guarantees its foreign exchange rates in pre-order scenarios.

Global Transportation and Logistics Coordination

We contract with third-party hub facilities in Lockbourne, Ohio, Romulus, Michigan, Franklin Park, Illinois, Fort Worth, Texas and a Canadian facility located in Etobicoke, Ontario where we receive inbound parcels from customers and process them for export and international delivery. We intend to contract with additional hub facilities to support the growing scale of our business. Our logistics platform provides significant advantages to our customers:

• Simple for the Retailer. At its U.S. warehouse, the retailer picks and packs the parcel as a domestic shipment, with minimal change from its existing processes, and using its preferred U.S. carrier. Although

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the option exists to tender parcels to U.S. carriers as individual parcels, the retailer can also consolidate the parcel with other international orders bound for our hubs, which reduces shipping costs.

• Product Sorting and Classification. Once a shipment arrives at our hubs, it is sorted and an operator scans individual parcels. The operator inspects the merchandise for country of origin if it has not been provided from the merchant electronically, prints an international packing slip and commercial invoice, overlabels the parcel with a shipping label specific to the international destination, then aggregates freight by carrier and shipping method. Customs brokers perform item classification and assign the merchandise any and all harmonized systems codes required for efficient customs clearance.

• Error Reduction. Exceptions are also managed at our hubs, with operators separating out any parcels that are damaged, appear to contain an incorrect quantity or appear to contain the incorrect items. In the event that a parcel contains restricted items or an incorrect quantity of items, we coordinate with the retailer to either arrange for the timely return of the damaged or incorrect merchandise, or to resolve the exception while the merchandise is still at the hub so that it can continue to its destination.

• Full Track and Trace. As the parcel leaves our hubs, we send the consumer an international shipment confirmation e-mail, which includes a link to a page where the consumer can track his or her parcel’s progress and receive periodic delivery updates.

• Electronic Customs Declaration and Clearance. While the parcel is in transit, a customs declaration is electronically sent to customs officers in the receiving country, and duty and VAT are paid or remitted in the consumer’s name. Pre-clearance of shipments while in transit allows many shipments to be inducted directly into the local delivery network.

• Parcel Protection and Replacement Guarantee. Local, trusted delivery services are used in each international market to ensure a positive experience by the consumer. All parcels shipped by us have a parcel protection and replacement guarantee in case of any logistics issues that result in a lost or damaged parcel.

• Returns Managements. We process consumer returns in accordance with our retailers’ return policies and automatically refund to the consumer original landed costs upon receipt at one of our third-party hubs or upon final receipt at our retailers’ return centers. All returns that are consolidated at our third-party hubs are then returned to our retailers’ designated returns centers.

Post-Delivery Consumer Care

We provide a web-based customer care and order management tool to a retailer’s consumer care representatives that allows them to provide international consumer service. These tools include international order data and search functionality, billing and crediting history, fraud disposition insights, and parcel-level tracking detail for consumers that make enquiries about delivery of their package. Also included are tools to allow a retailer to manage international returns and appeasements, as well as support case management and ticketing functionality. Together, our tools allow retailers to provide the same level of after-sales service to their global consumers as to their domestic consumers.

Global Consumer Insights and Marketing

As more international transactions flow through our platform, and more brands and retailers integrate with the platform, we are strategically positioned to provide data-driven marketing and merchandising expertise to our clients. Some of the services that we offer include:

• Sales Reports, Consumer Insights and Best Practices. We leverage our proprietary data, consumer surveys, in-country focus groups and global research to spot emerging trends and identify best practices to help our customers grow their international business.

• Localized SEM / SEO Strategies. Through our data and analytics tools, our customers can develop local search engine marketing, or SEM, and search engine optimization, or SEO, strategies.

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• Marketing Strategies. We work with our customers and third parties to create promotions tailored specifically for the customer’s brand and target markets, and provide greater visibility to their products.

• Promotion Campaigns. We can create country-specific coupons and promotions to engage and retain consumers. With flexible options, a retailer can initiate multiple opportunities to keep consumers engaged.

• Localized Messaging. Retailers can personalize the consumer experience with localized checkout messages that connect consumers to a retailer’s brand.

Customers

Our customers are U.S.-based retailers, department stores, apparel brands and lifestyle brands selling a variety of physical goods online including apparel, handbags, jewelry, sporting goods, home décor, and toys. As of December 31, 2013, we had 91 customers using our ecommerce platform, up from 45, 56 and 84 as of December 31, 2010, 2011 and 2012, respectively.

Some of our customers have multiple brands within their brand portfolio and/or multiple online ecommerce sites. As of December 31, 2013, there were 158 ecommerce sites on our platform, up from 64, 94 and 133 as of December 31, 2010, 2011 and 2012, respectively.

The following is a representative list of our customers by category:

• Department Stores: Barneys New York, Bloomingdale’s, Macy’s, Neiman Marcus, Sears

• Brands: J.Crew, Aeropostale, Carter’s–OshKosh B’gosh, True Religion Brand Jeans, Under Armour, Lands’ End

• Specialty Retailers: Motosport, Pottery Barn, Pottery Barn Kids, Sephora, Tilly’s, Williams-Sonoma

• Online-only Retailers: Gilt Groupe, Overstock.com, Shoes.com, Warby Parker

Our customer contracts typically have multi-year initial terms ranging from one to four years, followed by one-year renewal periods.

The following case studies illustrate how our clients use and benefit from our products, and reflect certain characteristics of our solution, business model and growth strategy.

J.Crew

J.Crew’s global ecommerce initiative began over a decade ago with an in-house solution for Canada and Japan. In March 2012, J.Crew partnered with Borderfree to extend the reach of its online store globally and simultaneously migrated its Japanese business to the Borderfree platform. In support of this global expansion, J.Crew launched a successful marketing campaign, “Hello World,” which featured global tastemakers and influencers of style. The introductory campaign included country-specific pricing strategies, duty-inclusive pricing, free shipping and free returns.

Neiman Marcus

Neiman Marcus previously maintained an in-house ecommerce solution for Canada and Japan. In November 2012, Neiman Marcus partnered with Borderfree to launch their online business in over 100 additional markets. Based on their experience with Borderfree, in June 2013 Neiman Marcus replaced their in-house solution for Canada and Japan with Borderfree’s solution.

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EILEEN FISHER

EILEEN FISHER chose the Borderfree platform as the shortest path to market that enabled them to quickly and cost-effectively begin transacting with global consumers. EILEEN FISHER launched with Borderfree in March 2011, initially focusing on three key markets: Canada, the United Kingdom and Australia. Based on their success in these markets, in November 2012 EILEEN FISHER extended its online store to an additional 96 countries worldwide. Borderfree allows EILEEN FISHER to provide the same customer service and brand experience to international shoppers that it does to their domestic customers including onsite localized messaging, pricing in local currency, guaranteed rates for duties and taxes, and common local payment options. In addition, EILEEN FISHER participates in Borderfree’s partner marketing programs, including a joint partnership through Borderfree and MasterCard that introduced the EILEEN FISHER brand to millions of card members in key markets like Singapore, Mexico and France.

Sales and Marketing

We sell our solution and services primarily through our direct sales force. Our direct sales force is based in New York City and is organized by prospect size and merchandise category. We target retailers and brands with global ambition, iconic and coveted merchandise, global brand recognition, high customer experience standards and who sell merchandise that is both cost-effective to ship worldwide and subject to limited licensing, export, import or other transportation restrictions. Our sales cycle can vary from customer to customer, but typically requires four to six months depending on the size of the organization and complexity of the opportunity.

We generate customer leads, accelerate sales opportunities and build brand awareness through our marketing programs. Our marketing programs target ecommerce executives, technology professionals and senior strategy leaders. Our principal marketing programs include:

• our annual Global Ecommerce Forum;

• participation in, and sponsorship of, trade shows and industry events;

• public relations and social media;

• customer acquisition announcements;

• customer case studies; and

• email campaigns and newsletters.

In April 2013 over 200 attendees representing more than 100 existing and potential customers attended our fifth annual Global Ecommerce Forum. We presented marketing, innovation, and strategic insights at this invite-only event.

Technology, Operations, and Development

Technology

Our platform has been designed to support many merchants on a single service architecture across mobile and web technologies. We have a common distributed deployment of our core platform supporting all current merchants over a variety of integration methods. Some key considerations of our platform include:

• Scalability. All components of the Borderfree platform were built to scale horizontally, allowing for additional capacity to handle large traffic events. We offload significant amounts of workload from our core infrastructure to third-parties. Additionally, we utilize virtualization technologies from VMWare to allow for rapid infrastructure adjustments in the case of unexpected workload.

• Reliability. We utilize nationally recognized third-parties for all areas of infrastructure, network, and software. We constantly invest in both internal and external monitoring capabilities to provide a complete picture of platform health.

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• Security. We are a PCI-DSS Level 1 certified merchant, adhering to a set of standards that ensure that proper measures are in place to secure networks, data, architecture, and access to systems while also ensuring controls and process around cadence of testing, policy development, and change control are followed. This certification is a multifaceted security standard, monitored by the payment card industry, and includes external audits of business and technology functions to ensure compliance and maintain a company’s certification rating. We have an external certified PCI Qualified Security Assessor who performs a full audit annually and as needed support continuously.

• Ease of Deployment. Merchants can choose between prebuilt plugins for major platforms, hosted services, or deep API integrations depending on needs. Individual customer integrations do not require changes or releases in our core platform which means our platform can be easily deployed. We also have strong documentation and a hands-on approach to implementation with a dedicated technical implementations team to ensure high quality and efficient deployment.

• Open Platform. We built our platform with a modular, API driven approach. This model enables both internal teams and customers to build novel functionality extending our core platform to serve our customers’ business objectives.

Operations

We operate and host our platform in two secure facilities located in New Jersey and California. We contract with Equinix Operating Co. and Atlantic Metro Communications for these facilities. We operate a 24 hour a day, seven day a week operations center from Tel Aviv, Israel and New York, New York to monitor and respond to automated alerts and customer support issues. Our operations group also provides ongoing administration, security, and deployment capabilities to the rest of the organization. As of December 31, 2013 we had 47 employees in our operations group, an increase from 46 employees as of December 31, 2012 and 33 employees as of December 31, 2011.

Research and Development

Our research and development organization is responsible for all new product development, quality assurance, and core platform improvements. We operate under an agile methodology and perform test-driven development, allowing for rapid product development while maintaining a high level of quality. Our research and development organization is located in both Tel Aviv, Israel, and New York, New York. We typically release new versions of our software monthly which our customers can easily access through web-based APIs. As of December 31, 2013 we had 49 employees in our product and research and development groups, an increase from 40 employees as of December 31, 2012 and 20 employees as of December 31, 2011.

Competition

The market for ecommerce technology and services is intensely competitive, subject to rapid technological change and significantly affected by new product introductions and other market activities. Our primary competition are retailers who choose to develop an in-house solution working directly with international third party payment partners, carriers and distribution center operators. The market for international ecommerce software and fulfillment services is highly fragmented and contains well-funded competitors. The market includes companies of various sizes, as well as large companies, that specialize in third-party point solutions or freight forwarding services, full-service ecommerce business process outsourcers and online marketplaces with international logistics support.

• Third-party Point Solutions or Freight Forwarding Services. Our competitors in this category are typically not integrated with U.S. retailer websites, but instead offer international customers freight forwarding, consolidation, repackaging and temporary storage services as well as give member consumers the ability to purchase products from many U.S. websites, consolidate or repackage resulting parcels and have the service export the products to them at a later date. We compete with this category of

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competitors by focusing on an integrated and elevated consumer experience, providing visibility into consumer buying activity and our comprehensive set of merchandising and pricing capabilities that allows our customers to provide the international consumer with a localized experience and the ability to ship direct.

• Full-service Ecommerce Business Process Outsourcers. Our competitors in this category are integrated with U.S. retailer websites as we are, with landed cost calculation, payment management and logistics orchestration being core elements of the service, but with the international consumer generally having to leave the retailer’s website to complete the transaction. We compete primarily with this category of competitors by focusing on letting the retailer control the entire order life cycle without disintermediation, the protection of the prominence of the retailer’s brand at all times, the reliability and scalability of our platform, our comprehensive set of merchandising and pricing capabilities and reduced shipping and other transactional costs that we are able to take advantage of as a result of our scale, volume and customer relationships.

• Large Online Marketplaces Which Provide Retailers with International Logistics Support. Our competitors in this category offer expansive marketplaces for retailers to create storefronts within certain markets with access to consumers that have previously frequented or purchased through that marketplace. These marketplaces are generally localized and tailored to the respective markets. We compete with these competitors by maintaining our customer’s brand and logo throughout the international order lifecycle and allow our customers to control the consumer’s experience.

We compete primarily on the basis of the comprehensiveness of our platform and services, our focus on the consumer experience and maintaining the retailer’s brand identity, our robust set of merchandising capabilities and features, the reliability and scalability of our platform, and the speed and cost of deploying our solution.

Intellectual Property and Proprietary Rights

Our intellectual property and proprietary rights are important to our business. To safeguard them, we rely on a combination of patent, copyright, trade secret, trademark and other rights in the United States and other jurisdictions, as well as confidentiality procedures and contractual provisions to protect our proprietary technology, processes and other intellectual property. We have one issued U.S. patent. We have confidentiality and license agreements with employees, contractors, customers, distributors and other third parties, which limit access to and use of our proprietary information and software. Though we rely in part upon these legal and contractual protections, we believe that factors such as the skills and ingenuity of our employees and the functionality and frequent enhancements to our solutions are larger contributors to our success in the marketplace.

Despite our efforts to preserve and protect our intellectual property and proprietary rights, unauthorized third parties may attempt to copy, reverse engineer, or otherwise obtain portions of our solutions. Competitors may attempt to develop similar products that could compete in the same market as our product. Unauthorized disclosure of our confidential information by our employees or third parties could occur. Laws of other jurisdictions may not protect our intellectual property and proprietary rights from unauthorized use or disclosure in the same manner as the United States. The risk of unauthorized use of our proprietary and intellectual property rights may increase as our company continues to expand outside of the United States.

Third-party infringement claims are also possible in our industry, especially as software functionality and features expand, evolve, and overlap with other industry segments. Third parties, including non-practicing patent holders, have from time to time claimed, and could claim in the future, that our activities or our customers’ ecommerce sites infringe patents they now hold or might obtain in the future, and, in most cases, we have agreed to indemnify our customers against claims that our products or the use of our products infringe the intellectual property rights of third parties. See “Risk Factors—We could be required to stop selling or using a product or service and/or incur substantial costs as a result of any claim of violation of another party’s intellectual property or proprietary rights.”

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Employees

As of December 31, 2013 we had 189 employees of which 22 were in transaction processing, 47 were in technology and operations, 49 were in research and development, 40 were in sales and marketing and 31 were in general and administrative positions. None of our employees are covered by a collective bargaining agreement. We have never experienced a strike or similar work stoppage, and we consider our relations with our employees to be good.

Properties

Our principal corporate offices are located in New York City, New York. We currently occupy two floors approximating 22,000 square feet of space under a lease that expires in November 2020. We occupy an additional leased facility, approximating 12,000 square feet of space, in Tel Aviv, Israel for our research and development operations. We also lease office space in Toronto, Canada and Shanghai, China. We believe that our facilities are suitable for our current needs and that additional or substitute space will be readily available, on commercially reasonable terms, as needed to support the expansion of our business.

Legal Proceedings

We are subject to various legal proceedings that have arisen or may arise in the ordinary course of business. Although some of these proceedings may result in adverse decisions or settlements, we believe that the final disposition of such matters will not have a material effect on our business or consolidated financial statements. For information concerning our indemnification obligations to customers against which patent infringement claims have been or may be asserted, see “Risk Factors—We could be required to stop selling or using a product or service and/or incur substantial costs as a result of any claim of violation of another party’s intellectual property or proprietary rights.”

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MANAGEMENT

Executive Officers and Directors

The following table sets forth the names, ages and positions of our executive officers and directors as of December 31, 2013:

Name	Age		Position
Michael A. DeSimone		47	Chief Executive Officer and Director
Edwin A. Neumann		46	Chief Financial Officer
Kris Green		38	Chief Strategy Officer
Brian Singh Dhatt		37	Chief Technology Officer
Michael J. Ganci		47	Executive Vice President, Client Management
Daniel T. Ciporin(2)(3)		56	Chairman of the Board of Directors
William G. Bock(1)		63	Director
Stephen J. Getsy(1)(3)		68	Director
Isaac Hillel(2)(3)		55	Director
George H. Spencer, III(1)(2)		50	Director
Ofer Timor		61	Director

(1) Member of the Audit Committee

(2) Member of the Compensation Committee

(3) Member of the Corporate Governance and Nominating Committee

Michael A. DeSimone has served as our chief executive officer and a member of our board of directors since May 2006. From September 2004 to May 2006, Mr. DeSimone served as our senior vice president of sales and marketing. Prior to joining our company, Mr. DeSimone served as vice president of operations and business solutions, a division of Travelex Limited, which specializes in foreign currency exchange. We believe that Mr. DeSimone is qualified to serve as a director based on the perspective and experience he brings as our chief executive officer and his experience as a seasoned executive.

Edwin A. Neumann has served as our chief financial officer since December 2010. Prior to joining our company, from December 2001 to December 2010, Mr. Neumann held several key executive roles at Charming Shoppes, Inc., a multi-brand, multi-channel apparel retailer, and was most recently senior vice president and chief operating officer at Charming Direct, its ecommerce division.

Kris Green has served as our chief strategy officer since January 2012. From January 2009 to January 2012, Mr. Green served as our chief marketing officer. From February 2007 to January 2009, Mr. Green served as a business development and marketing consultant to our company. From August 2001 to January 2007, Mr. Green held key sales, product development and finance roles at Canada Post Borderfree, a cross-border ecommerce company, which our company acquired in March 2012.

Brian Singh Dhatt has served as our chief technology officer since March 2013. Prior to joining our company, from November 2010 to March 2013, Brian served as Vice President of Product and Engineering for Gilt City, an online sales site specializing in localized, lifestyle-themed offers, and a subsidiary of Gilt Groupe, Inc. From May 2012 to March 2013, Mr. Dhatt also served in the same role for Jetsetter, an online sales site that provides members offers on travel experiences, and a subsidiary of Gilt Groupe, Inc. From April 2006 to April 2010, Mr. Dhatt served as the Chief Technology Officer at Sugar, Inc. (currently named POPSUGAR Inc.), a company which specializes in online publishing in the fashion and culture space.

Michael J. Ganci has served as our executive vice president of client management since September 2013. Prior to joining our company, Michael spent 19 years at IBM where he held various leadership positions in IBM’s Client Management, Retail Global Services and Distribution Sector Industry Solutions groups. Most

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recently Michael comes to us from eBay’s Enterprise Group (formerly GSI Commerce) where he held various senior roles in client management and professional services working with over 80 brands and retailers such as Polo Ralph Lauren, Dick’s Sporting Goods, Toys R Us, Petsmart, Zales, Radio Shack, BBW and Fifth & Pacific.

Daniel T. Ciporin has served as our chairman of our board of directors since April 2010. Since March 2007, Mr. Ciporin has held various roles at Canaan Partners, a venture capital firm, and is most recently a general partner at the firm. From March 2006 to March 2007, Mr. Ciporin served as chairman of the Internet Lab, a U.S.-Israeli incubator for early-stage consumer internet startups. From January 1999 to June 2005, Mr. Ciporin was the former chairman and chief executive officer of Shopping.com, an online comparison shopping website, which eBay acquired in August 2005. From June 1997 to January 1999, Mr. Ciporin served as senior vice president of MasterCard International, where he managed global debit services. We believe that Mr. Ciporin is qualified to serve as a director based on his experience as a seasoned investor and a current and former director of many companies and his knowledge of the industry in which we operate.

William G. Bock has been a member of our board of directors since July 2012. Mr. Bock is President of Silicon Laboratories Inc. (NASDAQ: SLAB). He is also a member of the board of directors of Silicon Laboratories Inc., where he previously served as senior vice president and chief financial officer from 2006 to 2011. Mr. Bock is a member of the board of directors of Entropic Communications (NASDAQ: ENTR) where he is a member of its audit committee. Mr. Bock also previously served as chairman of the board of directors of Convio (NASDAQ:CNVO) until its acquisition by Blackbaud in April 2012. Mr. Bock is also a senior advisor to Foros, a financial services firm that provides mergers & acquisitions and corporate financial advisory services. Mr. Bock is also a director and advisor for a number of venture capital backed private technology companies. Mr. Bock co-founded the Entrepreneurs Foundation of Central Texas in 1999 and continues to serve as its chairman. Mr. Bock participated in the venture capital industry from 2001 to 2006, primarily as a general partner with CenterPoint Ventures. Before his venture capital career, Mr. Bock held senior executive positions with three venture-backed companies: Dazel Corporation, where Mr. Bock was president and chief executive officer until it was acquired by Hewlett Packard; Tivoli Systems, where Mr. Bock was executive vice president and chief operating officer, through its initial public offering until it was acquired by IBM; and Convex Computer Corporation, which completed an initial public offering, where Mr. Bock served initially as senior vice president and chief financial officer and subsequently as senior vice president of worldwide sales. Mr. Bock began his career with Texas Instruments. We believe that Mr. Bock is qualified to serve as a director based on his service on other public company boards, broad industry experience, and extensive financial leadership experience.

Stephen J. Getsy has been a member of our board of directors since December 2003. Mr. Getsy serves as chief executive officer of On-Line Ventures, Inc., a private equity investment and development firm, which he founded in November 1993. Mr. Getsy has served on the boards of directors of several public and private companies. Additionally, Mr. Getsy has held technical and senior management positions in the information technology industry with companies such as IBM (NYSE: IBM), ADP (NYSE: ADP) and Fiserv (NASDAQ: FISV). We believe that Mr. Getsy is qualified to serve as a director based on his service on other public company boards and his experience in the industry in which we operate.

Isaac Hillel has been a member of our board of directors since March 2001. Mr. Hillel has been with Pitango Venture Capital since 2000 and is currently a managing general partner. Prior to joining Pitango, Mr. Hillel served as Executive Vice President at NEC Computers (formerly known as Packard Bell NEC), an electronics and computing solutions company, where he oversaw its computer divisions in Europe, the Middle East and Africa. Mr. Hillel currently serves on the boards of directors of several private companies. We believe that Mr. Hillel is qualified to serve as a director based on his experience as a seasoned investor and a current and former director of many companies and his knowledge of the industry in which we operate.

George H. Spencer, III has served as a member of our board of directors since December 2003. Mr. Spencer co-founded Seyen Capital in 2006 and has been a managing director since its formation.

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Mr. Spencer also serves as a senior consultant to Adams Street Partners, LLC, which he co-founded and where he served as a Partner from 1999 to October 2006. Mr. Spencer has served on the boards of directors of several companies, including SPS Commerce (NASDAQ: SPSC), Convio and several other private companies. We believe that Mr. Spencer is qualified to serve as a director based on his experience as a seasoned investor and a current and former director of several companies and his knowledge of the industry in which we operate.

Ofer Timor has served as a member of our board of directors since December 2004. Mr. Timor co-founded Inimiti, a venture capital firm, in 2012, and has been a managing partner since its formation. Prior to that, Mr. Timor co-founded Delta Ventures Ltd. in 1999, and has been a managing partner since its formation. Prior to Delta Ventures, Mr. Timor was President of Jacada Ltd. (formerly known as Client/Server Technology Ltd.), a software and services company, from 1994 to 1999. Mr. Timor has served on the boards of directors of several private companies. We believe that Mr. Timor is qualified to serve as a director based on his experience as a seasoned investor and a current and former director of several companies and his knowledge of the industry in which we operate.

There are no family relationships among any of our directors or executive officers.

Board Composition

Our board of directors is currently composed of seven members. Our certificate of incorporation and bylaws to be effective upon the closing of this offering provide that the number of our directors shall be fixed from time to time by a resolution of the majority of our board of directors. Upon completion of this offering, our board of directors will be divided into three staggered classes of directors. At each annual meeting of stockholders, a class of directors will be elected for a three-year term to succeed the same class of directors whose terms are then expiring. The terms of the directors will expire upon the election and qualification of successor directors at the annual meeting of stockholders to be held during 2015 for the Class I directors, 2016 for the Class II directors and 2017 for the Class III directors.

• Our Class I directors will be Messrs. Spencer, Ciporin and Getsy.

• Our Class II directors will be Messrs. Timor and Hillel.

• Our Class III directors will be Messrs. DeSimone and Bock.

The division of our board of directors into three classes with staggered three-year terms may delay or prevent a change of our management or a change of control. See the section of this prospectus captioned “Description of Capital Stock—Anti-Takeover Effects of Delaware Law and Our Certificate of Incorporation and Bylaws” for a discussion of other anti-takeover provisions found in our certificate of incorporation and bylaws to be effective upon the closing of this offering.

Director Independence

Under the rules of the NASDAQ Global Market, or NASDAQ, independent directors must comprise a majority of a listed company’s board of directors within a specified period of the completion of its offering. In addition, the rules of NASDAQ require that, subject to specified exceptions, each member of a listed company’s audit, compensation and nominating and corporate governance committees be independent. Under the rules of NASDAQ, a director will only qualify as an “independent director” if, in the opinion of that company’s board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

Audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended. In order to be considered independent for purposes of Rule 10A-3, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of

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the audit committee, the board of directors or any other board committee: (1) accept, directly or indirectly, any consulting, advisory or other compensatory fee from the listed company or any of its subsidiaries or (2) be an affiliated person of the listed company or any of its subsidiaries.

On February 28, 2014, our board of directors undertook a review of its composition, the composition of its committees and the independence of each director. Based upon information requested from and provided by each director concerning his background, employment and affiliations, our board of directors has determined that none of Messrs. Ciporin, Bock, Getsy, Hillel, Spencer or Timor, representing six of our seven directors, has a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is “independent” as that term is defined under the rules of NASDAQ. Our board of directors also determined that Messrs. Bock, Spencer and Getsy, who comprise our audit committee, Messrs. Spencer, Ciporin and Hillel, who comprise our compensation committee, and Messrs. Hillel, Ciporin and Getsy, who comprise our corporate governance and nominating committee, satisfy the independence standards for those committees established by applicable SEC rules and the rules of NASDAQ. In making this determination, our board of directors considered the relationships that each non-employee director has with our company and all other facts and circumstances our board of directors deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director.

Board Leadership Structure and Role of the Board in Risk Oversight

The positions of chairman of the board and chief executive officer are currently separated at Borderfree. We believe that separating these positions allows our chief executive officer to focus on our day-to-day business, while allowing the chairman of the board to lead the board of directors in its fundamental role of providing advice to and independent oversight of management. Our board of directors recognizes the time, effort and energy that the chief executive officer is required to devote to his position in the current business environment, as well as the commitment required to serve as our chairman, particularly as the board of directors’ oversight responsibilities continue to grow. While our certificate of incorporation which will be effective upon the completion of this offering, and corporate governance guidelines do not require that our chairman and chief executive officer positions be separate, our board of directors believes that having separate positions is the appropriate leadership structure for us at this time and demonstrates our commitment to good corporate governance.

One of the key functions of our board of directors is informed oversight of our risk management process. Our board of directors does not have a standing risk management committee, but rather administers this oversight function directly through the board of directors as a whole, as well as through its standing committees that address risks inherent in their respective areas of oversight. In particular, our board of directors is responsible for monitoring and assessing strategic risk exposure. Our audit committee is responsible for reviewing and discussing our major financial risk exposures and the steps our management has taken to monitor and control these exposures, including guidelines and policies with respect to risk assessment and risk management. Our audit committee also monitors compliance with legal and regulatory requirements, in addition to oversight of the performance of our external audit function. Our corporate governance and nominating committee monitors the effectiveness of our corporate governance guidelines. Our compensation committee reviews and discusses the risks arising from our compensation philosophy and practices applicable to all employees that are reasonably likely to have a materially adverse effect on us.

Board Committees

Our board of directors has an audit committee, a compensation committee and a corporate governance and nominating committee, each of which has the composition and responsibilities described below. The audit committee, compensation committee and corporate governance and nominating committee all operate under charters approved by our board of directors, which will be available on our website upon the closing of this offering.

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Audit Committee

Our audit committee oversees our corporate accounting and financial reporting process and assists the board of directors in monitoring our financial systems and our legal and regulatory compliance. Our audit committee will also:

• oversee the work of our independent auditors;

• approve the hiring, discharging and compensation of our independent auditors;

• approve engagements of the independent auditors to render any audit or permissible non-audit services;

• review the qualifications and independence of the independent auditors;

• monitor the rotation of partners of the independent auditors on our engagement team as required by law;

• review our consolidated financial statements and review our critical accounting policies and estimates;

• review the adequacy and effectiveness of our internal controls; and

• review and discuss with management and the independent auditors the results of our annual audit and our interim consolidated financial statements.

The members of our audit committee are Messrs. Bock, Spencer and Getsy. Mr. Bock is our audit committee chairman. Our board of directors has concluded that the composition of our audit committee meets the requirements for independence under, and the functioning of our audit committee complies with, the current requirements of and SEC rules and regulations, and Mr. Bock is our audit committee financial expert as defined under SEC rules and regulations.

Compensation Committee

Our compensation committee oversees our corporate compensation programs. The compensation committee will also:

• review and approve corporate goals and objectives relevant to compensation of our chief executive officer and other executive officers;

• evaluate the performance of our executive officers in light of established goals and objectives;

• review and recommend compensation of our executive officers based on its evaluations;

• review and recommend compensation of our directors; and

• administer the issuance of stock options and other awards under our stock plans.

The members of our compensation committee are Messrs. Spencer, Ciporin and Hillel. Mr. Spencer is the chairman of our compensation committee. Our board of directors has determined that each of Messrs. Spencer and Ciporin is “independent” for compensation committee purposes as that term is defined under the applicable rules, and before the expiration of the phase-in period applicable to initial public offerings under the applicable rules, all members of our compensation committee will be “independent” for compensation committee purposes.

Corporate Governance and Nominating Committee

Our corporate governance and nominating committee oversees and assists our board of directors in reviewing and recommending corporate governance policies and nominees for election to our board of directors. The corporate governance and nominating committee will also:

• evaluate and make recommendations regarding the organization and governance of the board of directors and its committees;

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• assess the performance of members of the board of directors and make recommendations regarding committee and chair assignments;

• recommend desired qualifications for board of directors membership and conduct searches for potential members of the board of directors; and

• review and make recommendations with regard to our corporate governance guidelines.

The members of our corporate governance and nominating committee are Messrs. Hillel, Ciporin and Getsy. Mr. Hillel is the chairman of our corporate governance and nominating committee. Our board of directors has determined that each member of our corporate governance and nominating committee is independent under the applicable rules of NASDAQ.

Our board of directors may from time to time establish other committees.

Director Compensation

The following table presents the total compensation for each person who served as a non-employee member of our board of directors during 2013. Other than as set forth in the table and described more fully below, we did not pay any compensation, make any equity awards or non-equity awards to, or pay any other compensation to any of the non-employee members of our board of directors in 2013. Mr. DeSimone, who is also our chief executive officer, receives no compensation for his services as a director and, consequently, is not included in this table. The compensation received by Mr. DeSimone as our employee during 2013 is set forth in the section of this prospectus captioned “Executive Compensation—2013 Summary Compensation Table.”

In 2013, we did not maintain any standard fee arrangements for the non-employee members of our board of directors for their service as a director.

Name	Fees Earned or Paid in Cash			Option Awards(1)		Total
Daniel T. Ciporin	$	80,000	(2)	$	—	$	80,000
William G. Bock		—			—		—
Stephen J. Getsy		—			—		—
Isaac Hillel		—			—		—
George H. Spencer, III		—			—		—
Ofer Timor		—			—		—

(1) The amounts reported in the Option Awards column represent the grant date fair value of the stock options granted to the non-employee directors during 2013, computed in accordance with ASC Topic 718. The assumptions used in calculating the grant date fair value of the stock options reported in the Option Awards column are set forth in Note 11 in the Notes to Consolidated Financial Statements included elsewhere in this prospectus. The amounts reported in this column reflect the accounting cost for these stock-based awards, and do not correspond to the actual economic value that may be received by the non-employee directors from the awards.

(2) Represents annual fees paid by us to Mr. Ciporin pursuant to his independent consultant services agreement with us, dated October 31, 2008 and amended on September 21, 2010. This agreement will be terminated prior to completion of this offering at which time all compensation to Mr. Ciporin will be pursuant to the director compensation policy we will adopt in connection with the offering. See the section of this prospectus captioned “Certain Relationships and Related Party Transactions—Independent Consultant Services Agreement” for additional information.

In March 2014, stock option grants covering 17,944 shares were issued to each of our non-employee directors (for a total of 107,664 shares issued to our non-employee directors), to be effective immediately following effectiveness of the registration statement of which this prospectus is a part.

Our policy has been and will continue to be to reimburse our non-employee directors for their travel, lodging and other reasonable expenses incurred in attending meetings of our board of directors and committees of the board of directors.

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We have adopted a new non-employee director compensation policy that will be effective upon the effectiveness of the registration statement of which this prospectus is a part. Pursuant to this policy, upon election to our board, each of our non-employee directors will be granted an option to purchase $182,500 worth of equity awards (equal to approximately 12,167 shares, based on an assumed offering price of $15.00 per share, the midpoint of the estimated price range set forth on the cover page of this prospectus), subject to monthly vesting over a three-year period from the vesting start date. In addition, each of these directors who has served as a director for at least six months prior to our annual stockholder meeting will be granted, annually, an option to purchase $85,000 worth of equity awards (equal to approximately 5,667 shares, based on an assumed offering price of $15.00 per share, the midpoint of the estimated price range set forth on the cover page of this prospectus), subject to monthly vesting over a one-year period from the vesting start date. The exercise price of the options will be greater than or equal to the fair market value of a share of our common stock at the time of grant. Each of these directors will also annually receive $30,000 for general availability and participation in meetings and conference calls of our board of directors, to be paid quarterly. Additionally, the chairperson of our board will annually receive $15,000, the audit committee chairperson will annually receive $15,000, an audit committee member will annually receive $5,000, the compensation committee chairperson will annually receive $10,000, a compensation committee member will annually receive $3,750, the nominating and corporate governance committee chairperson will annually receive $5,000 and a nominating and corporate governance committee member will annually receive $2,500.

Code of Business Conduct and Ethics

Prior to the completion of this offering, we expect to adopt a code of business conduct and ethics that is applicable to all of our employees, officers and directors including our chief executive officer and senior financial officers, which will be available on our website upon the closing of this offering.

Compensation Committee Interlocks and Insider Participation

During 2013, our compensation committee was comprised of Messrs. Spencer, Ciporin and Hillel.

None of the members of our compensation committee is an officer or employee of our company. None of our executive officers currently serves, or in the past year has served, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving on our board of directors or compensation committee.

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EXECUTIVE COMPENSATION

Executive Compensation Overview

Historically, our executive compensation program has reflected our growth and development-oriented corporate culture. To date, the compensation of Mr. DeSimone, our chief executive officer, and the other executive officers identified in the Summary Compensation Table below, or the named executive officers, has consisted of a combination of base salary, bonuses and long-term incentive compensation in the form of stock options. Our named executive officers and all salaried employees are also eligible to receive health and welfare benefits. Our chief executive officer and chief strategy officer have employment agreements, which include severance provisions, with us. Our chief financial officer is entitled to severance upon termination. As we transition from a private company to a publicly-traded company, we have engaged the services of an independent executive compensation consulting firm to review our current compensation plans and procedures and to provide additional information about comparative compensation offered by peer companies, market survey information and information about trends in executive compensation. At a minimum, we expect to review executive compensation annually with input from a compensation consultant. As part of this review process, we expect the board of directors and the compensation committee to apply our values and philosophy, while considering the compensation levels needed to ensure our executive compensation program remains competitive. We will also review whether we are meeting our retention objectives and the potential cost of replacing a key employee.

Summary Compensation Table

The following table presents information regarding the total compensation awarded to, earned by, and paid to each individual who served as our chief executive officer at any time during the last completed fiscal year and the two most highly compensated executive officers (other than the chief executive officer) who were serving as executive officers at the end of the last completed fiscal year for services rendered to us in all capacities for the years ended December 31, 2012 and 2013. These individuals are the named executive officers for 2012 and 2013.

Name and Principal Position	Year		Salary ($)		Non-Equity Incentive Plan Compensation ($)(2)		All other Compensation ($)(3)		Total ($)
Michael A. DeSimone Chief Executive Officer		2012 2013		300,000 341,667		200,000 109,375		—   2,550		500,000 453,592
Edwin A. Neumann Chief Financial Officer		2012 2013		290,000 298,333		140,000 75,000		—   2,550		430,000 375,883
Kris Green (1) Chief Strategy Officer		2012 2013		251,975 235,350		163,044 70,605		—   —		415,019 305,955

(1) Mr. Green is paid in Canadian dollars and his compensation has been converted into U.S. dollars using the currency exchange rate as of December 31, 2012 of 1 Canadian dollar to 1.0079 U.S. dollars, and as of December 31, 2013 of 1 Canadian dollar to 0.9414 U.S. dollars.

(2) The amounts reported reflect performance-based payments awarded based on the achievement of certain corporate and individual performance goals under our executive bonus plan.

(3) The amounts reported reflect a discretionary match made by us based on eligible compensation related to the Borderfree, Inc. 401(k) Plan.

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Outstanding Equity Awards at Fiscal Year-End

The following table summarizes the outstanding equity awards held by each named executive officer as of December 31, 2013.

	Option Awards										Stock Awards
Name	Number of Securities Underlying Unexercised Options (#)										Number of Shares or Units of Stock That Have Not Vested (#)			Market Value of Shares or Units of Stock That Have Not Vested ($)
	Exercisable			Unexercisable			Option Exercise Price ($)		Option Expiration Date
Michael A. DeSimone		20,763	(7)		121,614			6.71		6/10/2023		104,478	(1)		1,446,431
Edwin A. Neumann		—			—			—		—		99,865	(2)		1,382,573
Kris Green		22,305	(3)		—			0.28		7/19/2017		—			—
		119,952	(4)		—			0.28		3/4/2018		—			—
		97,401	(5)		—			0.28		9/11/2018		—			—
		82,676	(6)		24,579	(6)		0.28		12/13/2020		—			—

(1) Represents shares acquired upon the exercise of a stock option with an early exercise feature. The shares vest in equal monthly installments over a four-year period beginning on August 31, 2010 and will become fully vested on July 31, 2014. Excludes options to purchase 142,377 shares of our common stock granted to Mr. DeSimone on June 10, 2013.

(2) Represents shares acquired upon the exercise of a stock option with an early exercise feature. The shares vest over a four-year period, with 25% of the shares vesting on December 12, 2011 and the remainder vesting in equal monthly installments through December 12, 2014.

(3) This stock option vested in equal monthly installments over a three-year period beginning on July 19, 2007 and became fully vested on June 19, 2010.

(4) This stock option vested in equal monthly installments over a three-year period beginning on March 4, 2008 and became fully vested on February 4, 2011.

(5) This stock option vested in equal monthly installments over a three-year period beginning on September 11, 2008 and became fully vested on August 11, 2011.

(6) This stock option vests in equal monthly installments over a four-year period beginning on December 13, 2010 and will become fully vested on November 13, 2014.

(7) This stock option vests in equal monthly installments over a four-year period beginning on June 30, 2013 and will become fully vested on May 31, 2017.

In March 2014, stock option grants covering a total of 255,087 shares were issued to our named executive officers, to be effective immediately following effectiveness of the registration statement of which this prospectus is a part, as follows:

• Michael A. DeSimone – 139,520;

• Edwin A. Neumann – 48,502; and

• Kris Green – 67,065.

Compensation Risk Assessment

We believe that although a portion of the compensation provided to our executive officers and other employees is performance-based, our executive compensation program does not encourage excessive or unnecessary risk taking. This is primarily due to the fact that our compensation programs are designed to encourage our executive officers and other employees to remain focused on both short-term and long-term strategic goals, in particular in connection with our pay-for-performance compensation philosophy. As a result, we do not believe that our compensation programs are reasonably likely to have a material adverse effect on us.

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Employee Benefit Plans

2014 Stock Option and Incentive Plan

In March 2014, our board of directors adopted our 2014 Stock Option and Incentive Plan, or the 2014 Plan, which was subsequently approved by our stockholders. The 2014 Plan will become effective immediately prior to the completion of this offering. The 2014 Plan will replace the 2011 Stock Option and Grant Plan, or the 2011 Plan, as our board of directors has determined not to make additional awards under that plan following the consummation of our initial public offering. Our 2014 Plan provides flexibility to our compensation committee to use various equity-based incentive awards as compensation tools to motivate our workforce.

We have initially reserved 1,920,000 shares of our common stock, or the Initial Limit, for the issuance of awards under the 2014 Plan. The 2014 Plan provides that the number of shares reserved and available for issuance under the plan will automatically increase each January 1, beginning on January 1, 2015, by 5% of the outstanding number of shares of our common stock on the immediately preceding December 31 or such lesser number of shares as determined by our compensation committee, or the Annual Increase. This number is subject to adjustment in the event of a stock split, stock dividend or other change in our capitalization.

The shares we issue under the 2014 Plan will be authorized but unissued shares or shares that we reacquire. The shares of common stock underlying any awards that are forfeited, cancelled, held back upon exercise or settlement of an award to satisfy the exercise price or tax withholding, reacquired by us prior to vesting, satisfied without any issuance of stock, expire or are otherwise terminated (other than by exercise) under the 2014 Plan and 2011 Plan will be added back to the shares of common stock available for issuance under the 2014 Plan.

Stock options and stock appreciation rights with respect to no more than 1,000,000 shares of stock may be granted to any one individual in any one calendar year and the maximum “performance-based award” payable to any one individual under the 2014 Plan is 1,000,000 shares of stock or $3,000,000 in the case of cash-based awards. The maximum aggregate number of shares that may be issued in the form of incentive stock options shall not exceed the Initial Limit cumulatively increased on January 1, 2015 and on each January 1 thereafter by the lesser of the Annual Increase for such year or 2,000,000 shares of common stock.

The 2014 Plan will be administered by our compensation committee. Our compensation committee has full power to select, from among the individuals eligible for awards, the individuals to whom awards will be granted, to make any combination of awards to participants, and to determine the specific terms and conditions of each award, subject to the provisions of the 2014 Plan. Persons eligible to participate in the 2014 Plan will be those full or part-time officers, employees, non-employee directors and other key persons (including consultants) as selected from time to time by our compensation committee in its discretion.

The 2014 Plan permits the granting of both options to purchase common stock intended to qualify as incentive stock options under Section 422 of the Code and options that do not so qualify. The option exercise price of each option will be determined by our compensation committee but may not be less than 100% of the fair market value of our common stock on the date of grant. The term of each option will be fixed by our compensation committee and may not exceed 10 years from the date of grant. Our compensation committee will determine at what time or times each option may be exercised.

Our compensation committee may award stock appreciation rights subject to such conditions and restrictions as we may determine. Stock appreciation rights entitle the recipient to shares of common stock, or cash, equal to the value of the appreciation in our stock price over the exercise price. The exercise price of each stock appreciation right may not be less than 100% of the fair market value of the common stock on the date of grant.

Our compensation committee may award restricted shares of common stock and restricted stock units to participants subject to such conditions and restrictions as it may determine. These conditions and restrictions may

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include the achievement of certain performance goals and/or continued employment with us through a specified vesting period. Our compensation committee may also grant shares of common stock that are free from any restrictions under the 2014 Plan. Unrestricted stock may be granted to participants in recognition of past services or other valid consideration and may be issued in lieu of cash compensation due to such participant.

Our compensation committee may grant performance share awards to participants that entitle the recipient to receive shares of common stock upon the achievement of certain performance goals and such other conditions as our compensation committee shall determine.

Our compensation committee may grant cash bonuses under the 2014 Plan to participants, subject to the achievement of certain performance goals.

Our compensation committee may grant awards of restricted stock, restricted stock units, performance shares or cash-based awards under the 2014 Plan that are intended to qualify as “performance-based compensation” under Section 162(m) of the Code. Those awards would only vest or become payable upon the attainment of performance goals that are established by our compensation committee and related to one or more performance criteria. The performance criteria that would be used with respect to any such awards include: earnings before interest, taxes, depreciation and amortization, net income (loss) (either before or after interest, taxes, depreciation and/or amortization), changes in the market price of our common stock, economic value-added, funds from operations or similar measure, sales or revenue, acquisitions or strategic transactions, operating income (loss), cash flow (including, but not limited to, operating cash flow and free cash flow), return on capital, assets, equity, or investment, stockholder returns, return on sales, gross or net profit levels, productivity, expense, margins, operating efficiency, customer satisfaction, working capital, earnings (loss) per share of stock, sales or market shares and number of customers, any of which may be measured either in absolute terms or as compared to any incremental increase or as compared to results of a peer group. From and after the time that we become subject to Section 162(m) of the Code, the maximum award that is intended to qualify as “performance-based compensation” under Section 162(m) of the Code that may be made to any one employee during any one calendar year period is 1,000,000 shares of common stock with respect to a stock-based award and $3,000,000 with respect to a cash-based award.

The 2014 Plan provides that in the case of, and subject to, the consummation of a “sale event” as defined in the 2014 Plan, all outstanding awards may be assumed, substituted or otherwise continued by the successor entity. To the extent that the successor entity does not assume, substitute or otherwise continue such awards, then (i) all stock options and stock appreciation rights will automatically become fully exercisable and the restrictions and conditions on all other awards with time-based conditions will automatically be deemed waived, and awards with conditions and restrictions relating to the attainment of performance goals may become vested and non-forfeitable in connection with a sale event in the compensation committee’s discretion and (ii) upon the effectiveness of the sale event, all stock options and stock appreciation rights will automatically terminate. In the event of such termination, individuals holding options and stock appreciation rights will be permitted to exercise such options and stock appreciation rights prior to the sale event. In addition, in connection with a sale event, we may make or provide for a cash payment to participants holding options and stock appreciation rights equal to the difference between the per share cash consideration payable to stockholders in the sale event and the exercise price of the options or stock appreciation rights.

Our board of directors may amend or discontinue the 2014 Plan and our compensation committee may amend or cancel outstanding awards for purposes of satisfying changes in law or any other lawful purpose, but no such action may adversely affect rights under an award without the holder’s consent. Certain amendments to the 2014 Plan require the approval of our stockholders.

No awards may be granted under the 2014 Plan after the date that is 10 years from the date of stockholder approval. No awards under the 2014 Plan have been made prior to the date hereof.

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2011 Stock Option and Grant Plan

Our 2011 Plan was approved by our board of directors and our stockholders on October 31, 2011 and was most recently amended in June 2013. We have reserved an aggregate of 7,610,968 shares of our common stock for the issuance of options and other equity awards under the 2011 Plan. This number is subject to adjustment in the event of a stock split, stock dividend or other change in our capitalization. Effective upon the closing of this offering, our board of directors has determined not to grant any further awards under our 2011 Plan. The shares we issue under the 2011 Plan are authorized but unissued shares or shares we reacquire. The shares of common stock underlying any awards that are forfeited, canceled, withheld upon exercise of an option or settlement of an award to cover the exercise price or tax withholding, reacquired by us prior to vesting, satisfied without the issuance of stock or otherwise terminated (other than by exercise) under the 2011 Plan are currently added back to the shares of common stock available for issuance under the 2011 Plan. Upon the closing of this offering, such shares will be added to the shares of common stock available for issuance under the 2014 Plan.

The 2011 Plan is administered by our compensation committee. The board of directors and the compensation committee have the authority to select the individuals to whom awards will be granted, to make any combination of awards to participants, to accelerate the exercisability or vesting of any award, to provide substitute awards and to determine the specific terms and conditions of each award.

The 2011 Plan permits us to make grants of incentive stock options and non-qualified stock options restricted stock awards, unrestricted stock awards and restricted stock units to our officers, employees, directors, consultants and other key persons.

The 2011 Plan permits the granting of (1) options to purchase common stock intended to qualify as incentive stock options under Section 422 of the Code and (2) options that do not so qualify. The option exercise price of each option is determined by our board or directors or our compensation committee but may not be less than 100% of the fair market value of the common stock on the date of grant. The term of each option will be fixed by the board of directors or the compensation committee and may not exceed 10 years from the date of grant.

The 2011 Plan provides that upon the occurrence of an exit event where the awards are assumed or substituted for new awards of a successor entity, or otherwise continue, then, in the event that an grantee’s service relationship with us or the successor entity is terminated by us or the successor entity without cause or by the grantee with good reason, in either case within 12 months following the date of the exit event, 50% of the unvested shares underlying each award shall vest in upon the date of the grantee’s termination.

Upon an exit event in which all awards are not continued, assumed or substituted with awards issued by the successor entity, outstanding stock options will terminate at the effective time of such exit event, and we will make or provide for cash payment equal to the difference between the per share cash consideration in the exit event and the exercise price to the holders of vested and exercisable options. All unvested restricted stock and restricted stock unit awards that are not assumed, continued, or substituted, shall be forfeited immediately prior to the effective time of an exit event and, in the case of restricted stock, be repurchased at a per share purchase price equal to the lower of the original per share purchase price or the fair market value of the shares. However, we may make or provide for cash payment to holders of restricted stock and restricted stock unit awards in an amount equal to the product of the per share cash consideration and the number of shares subject to each award.

Our board of directors may amend, suspend or terminate the 2011 Plan at any time, subject to stockholder approval where such approval is required by applicable law. The board of directors may also amend, modify or terminate any outstanding award, provided that no amendment to an award may materially impair any of the rights of a participant under any awards previously granted without his or her written consent. Our board of directors has also adopted the Sub-Plan for Israeli Award Holders, or the Israel Sub-Plan, to apply to grants made to employees, directors, consultants and contractors of Borderfree Research and Development Ltd., or the Israeli Subsidiary, who are also residents of the State of Israel or who are deemed to be residents of the State of Israel

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for tax purposes, or the Israeli Service Providers. The Israel Sub-Plan allows us to grant options to the Israeli Service Providers under the 2011 Plan under similar terms to those in the 2011 Plan, and such options may qualify for tax-favorable treatment pursuant to Section 102 of the 1961 Israeli Income Tax Ordinance [New Version] 1961.

U.S. Share Option Plan

Our U.S. Share Option Plan, or the U.S. Plan, was approved by our board of directors in August 2001 and was subsequently approved by our stockholders. The U.S. Plan was most recently amended in December 2010. We have reserved an aggregate of 4,758,041 shares of our common stock for the issuance of options under the U.S. Plan. This number is subject to adjustment in the event of a stock split, stock dividend or other change in our capitalization. We have not made any grants under the U.S. Plan since the adoption of the 2011 Plan and we do not plan to make any further awards under our U.S. Plan.

The U.S. Plan permits us to make grants of incentive stock options and non-qualified stock options to our employees, directors, consultants and contractors. The shares underlying options granted under the U.S. Plan that terminate, expire or otherwise cease to exist are added to the shares of common stock available for issuance under the U.S. Plan.

The U.S. Plan provides that upon the occurrence of an exit event, the administrator of the U.S. Plan may determine the treatment of outstanding options, including accelerating the vesting and exercisability of all, or any part, of options granted under the U.S. Plan, providing that the shares issuable upon the exercise of options, or any part thereof, shall be sold to a third party as directed by our board of directors in accordance with the terms determined by the board of directors or, upon an exit event where the consideration received is securities of the acquiring company or a parent or subsidiary of such company, providing that options shall be substituted for options of the successor entity or shall be assumed by the successor entity. In the event of our liquidation or dissolution while unexercised vested options remain outstanding under the U.S. Plan, we shall immediately notify all grantees of such liquidation resolution or order, and the grantees shall then have 10 days to exercise any unexercised vested options held by them. Any options that are not exercised will immediately terminate upon liquidation.

Israeli Share Option Plan

Our Israeli Share Option Plan, or the Israeli Plan, was approved by our board of directors in September 2001. The Israeli Plan was most recently amended in July 2006. We have reserved an aggregate of 1,856,287 shares of our common stock for the issuance of options and other equity awards under the Israeli Plan. This number is subject to adjustment in the event of a stock split, stock dividend or other change in our capitalization. We have not made any grants under the Israeli Plan since it terminated in July 2011 and we do not plan to make any further awards under the Israeli Plan.

The Plan permits us to make grants of options to acquire our common stock to employees, directors, consultants and contractors of the Israeli Subsidiary. The shares underlying options granted under the Israeli Plan that terminate, expire or otherwise cease to exist are added to the shares of common stock available for issuance under the Israeli Plan.

The Israeli Plan provides that upon a merger or sale of all of our assets in which the consideration received is securities of another corporation, then our compensation committee may determine that each option shall either be substituted for options to purchase shares of the other corporation or be assumed by the other corporation. Upon a change in control of our company, our compensation committee may determine that each outstanding unvested option shall immediately vest and be exercised immediately, or be sold to a third party as directed by our board of directors. In the event of our proposed liquidation or dissolution, we must immediately notify all grantees of such liquidation or dissolution, upon which the grantees under the plan will have ten days to exercise

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any unexercised vested options. Upon the expiration of such ten-day period, all remaining unexercised options under the Israeli Plan will terminate immediately at the event of such dissolution or liquidation.

Senior Executive Cash Incentive Bonus Plan

In February 2014, our board of directors adopted the Senior Executive Cash Incentive Bonus Plan, or the Bonus Plan. The Bonus Plan provides for cash bonus payments based upon the attainment of performance targets established by our compensation committee. The payment targets will be related to financial and operational measures or objectives with respect to our company, or corporate performance goals, as well as individual performance objectives.

Our compensation committee may select corporate performance goals from among the following: revenue; expense levels; cash flow (including, but not limited to, operating cash flow and free cash flow); business development and financing milestones; earnings before interest, taxes, depreciation and amortization; net income (loss) (either before or after interest, taxes, depreciation and/or amortization); changes in the market price of our ordinary shares; economic value-added; sales; acquisitions or strategic transactions; operating income (loss); return on capital, assets, equity, or investment; shareholder returns; return on sales; gross or net profit levels; productivity; expense; margins; operating efficiency; customer satisfaction; working capital; earnings (loss) per share of our ordinary shares; sales or market shares and number of clients; and Adjusted EBITDA, any of which may be measured in absolute terms, as compared to any incremental increase, in terms of growth, or as compared to results of a peer group.

Each executive officer who is selected to participate in the Bonus Plan will have a target bonus opportunity set for each performance period. The bonus formulas will be adopted in each performance period by the compensation committee and communicated to each executive. The corporate performance goals will be measured at the end of each performance period after our financial reports have been published or such other appropriate time as the compensation committee determines. If the corporate performance goals and individual performance objectives are met, payments will be made as soon as practicable following the end of each performance period. Subject to the rights contained in any agreement between the executive officer and us, an executive officer must be employed by us on the bonus payment date to be eligible to receive a bonus payment. The Bonus Plan also permits the compensation committee to approve additional bonuses to executive officers in its sole discretion.

Retirement Plans

We maintain a tax-qualified 401(k) retirement plan for eligible employees in the United States. Under our 401(k) plan, employees may elect to defer up to 100% of their eligible compensation subject to applicable annual limits set pursuant to the Internal Revenue Code of 1986, as amended, or the Code. We may provide a discretionary employee matching contribution under the 401(k) plan. Employees are 100% vested in their contributions to the 401(k) plan and any employer contributions vest over a four-year period. We intend for the 401(k) plan to qualify, depending on the employee’s election, under Section 401(a) of the Code so that contributions by employees, and income earned on those contributions, are not taxable to employees until withdrawn from the 401(k) plan.

We are obligated to make pension and severance liability contributions for the benefit of certain Israeli employees based on labor laws in Israel, subject to certain conditions. Our liability is fully provided for by regular deposits to funds administered by financial institutions and by an accrual for the amount of the liability which has not yet been deposited.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

In addition to the director and executive compensation arrangements discussed above in the sections of this prospectus captioned “Management” and “Executive Compensation,” we have been a party to the following transactions since January 1, 2010, in which the amount involved exceeded or will exceed $120,000, and in which any director, executive officer or holder of more than 5% of any class of our voting stock, or any member of the immediate family of or entities affiliated with any of them, had or will have a material interest. We also describe below certain transactions and series of similar transactions since January 1, 2010 with our directors, executive officers, holders of more than 5% of any class of our voting securities, or any member of the immediate family of or any entities affiliated with any of the foregoing persons to which we are party.

We have adopted a written policy, effective upon the completion of this offering, which provides that our executive officers, directors, holders of more than 5% of any class of our voting securities, and any member of the immediate family of and any entity affiliated with any of the foregoing persons, are not permitted to enter into a related party transaction with us without the prior consent of our audit committee, or other disinterested members of our board of directors in the case it is inappropriate for our audit committee to review such transaction due to a conflict of interest. Pursuant to such policy, any request for us to enter into a transaction with an executive officer, director, principal stockholder, or any of their immediate family members or affiliates, in which the amount involved exceeds $120,000 must first be presented to our audit committee for review, consideration and approval. In approving or rejecting any such proposal, our audit committee is to consider the relevant facts and circumstances available and deemed relevant to the audit committee, including, but not limited to, whether the transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances and the extent of the related party’s interest in the transaction. All of the transactions described below were entered into prior to the adoption of this policy.

Sales of Series E Preferred Stock

In June and August 2012, we issued and sold an aggregate of 2,942,978 shares of our Series E preferred stock at a per share price of $4.25, for an aggregate consideration of approximately $12.5 million. We believe that the terms obtained and consideration received in connection with the Series E financing are comparable to terms available and the amounts we would have received in an arm’s length transaction.

The table below summarizes purchases of shares of our Series E preferred stock by our directors, executive officers, holders of more than 5% of any class of our voting securities, or any member of the immediate family of or any entities affiliated with any of the foregoing persons. Each outstanding share of our Series E preferred stock will be converted into one share of our common stock upon the completion of this offering.

Purchasers	Shares of Series E Preferred Stock		Aggregate Purchase Price
Entities affiliated with Pitango Venture Capital Group(1)		926,840	$	3,936,660
Entities affiliated with Adams Street Partners(2)		926,840		3,936,660
Entities affiliated with Delta Ventures(3)		370,735		1,574,660
Entities affiliated with Venture Strategy Partners(4)		168,274		714,727
Entities affiliated with Daniel T. Ciporin(5)		88,594		376,294

(1) Consists of (a) 588,623 shares held by Pitango Venture Capital Fund III (USA) L.P., (b) 54,414 shares held by Pitango Venture Capital Fund III (USA) Non-Q L.P., (c) 160,056 shares held by Pitango Venture Capital Fund III (Israeli Investors) L.P., (d) 41,484 shares held by Pitango Venture Capital Fund III Trusts 2000 Ltd., (e) 20,743 shares held by Pitango Principals Fund III (USA) L.P. and (f) 61,520 shares held by Pitango Parallel Investor Fund III (USA) L.P. Isaac Hillel, the managing general partner of Pitango Venture Capital, is a member of our board of directors.

(2) Consists of (a) 463,420 shares held by Adams Street V, L.P. and (b) 463,420 shares held by BVCF IV, L.P. George H. Spencer, III, a senior consultant of Adams Street Partners, LLC, is a member of our board of directors.

(3) Consists of (a) 299,951 shares held by Delta Fund I, L.P., (b) 18,173 shares held by Poalim Delta Fund, L.P., (c) 16,265 shares held by Delta Fund I (Israel), L.P. and (d) 36,346 shares held by Gmulot Delta Fund, L.P. Ofer Timor, the managing partner of Delta Ventures Ltd., is a member of our board of directors.

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(4) Consists of (a) 157,417 shares held by Venture Strategy Partners II LP and (b) 10,857 shares held by Venture Strategy Partners Affiliate Fund LP.

(5) Consists of 304 shares held by Mr. Ciporin and 88,290 shares held by Coconut Capital LLC. Mr. Ciporin is a member of our board of directors and a member of Coconut Capital LLC.

Sales of Series D Preferred Stock

In April and July 2010, we issued and sold an aggregate of 8,822,063 shares of our Series D preferred stock at a per share price of $0.57, for an aggregate consideration of approximately $5.0 million. We believe that the terms obtained and consideration received in connection with the Series D financing are comparable to terms available and the amounts we would have received in an arm’s length transaction.

The table below summarizes purchases of shares of our Series D preferred stock by our directors, executive officers, holders of more than 5% of any class of our voting securities, or any member of the immediate family of or any entities affiliated with any of the foregoing persons. Each outstanding share of our Series D preferred stock will be converted into one share of our common stock upon the completion of this offering.

Purchasers	Shares of Series D Preferred Stock		Aggregate Purchase Price
Entities affiliated with Pitango Venture Capital Group(1)		3,947,019	$	2,237,016
Entities affiliated with Adams Street Partners(2)		3,947,018		2,237,016
Daniel T. Ciporin(3)		220,552		125,000
Entity affiliated with Stephen J. Getsy(4)		109,295		61,944

(1) Consists of (a) 2,509,480 shares held by Pitango Venture Capital Fund III (USA) L.P., (b) 231,990 shares held by Pitango Venture Capital Fund III (USA) Non-Q L.P., (c) 678,561 shares held by Pitango Venture Capital Fund III (Israeli Investors) L.P., (c) 176,667 shares held by Pitango Venture Capital Fund III Trusts 2000 Ltd., (e) 88,334 shares held by Pitango Principals Fund III (USA) L.P. and (f) 261,987 shares held by Pitango Parallel Investor Fund III (USA) L.P. Isaac Hillel, the managing general partner of Pitango Venture Capital, is a member of our board of directors.

(2) Consists of (a) 1,973,509 shares held by Adams Street V, L.P. and (b) 1,973,509 shares held by BVCF IV, L.P. George H. Spencer, III, a senior consultant of Adams Street Partners, LLC, is a member of our board of directors.

(3) Mr. Ciporin is a member of our board of directors.

(4) Consists of 109,295 shares held by The Stephen J. Getsy Living Trust, of which Mr. Getsy is a trustee. Mr. Getsy is a member of our board of directors.

Other Transactions with Our Executive Officers and Directors and Entities Affiliated with Our Executive Officers and Directors

On October 18, 2011, Daniel T. Ciporin, our Chairman and one of our directors, purchased 113,701 shares of common stock with a promissory note to us in the amount of $32,280. Mr. Ciporin paid off the promissory note, including accrued interest outstanding, on February 14, 2014.

On October 20, 2011, Edwin A. Neumann, our Chief Financial Officer, purchased 399,458 shares of common stock with a promissory note to us in the amount of $113,406. On February 14, 2014, we forgave all outstanding amounts under this promissory note, including the related accrued interest.

On January 31, 2012, Michael A. DeSimone, our Chief Executive Officer and one of our directors, purchased 1,059,939 shares of common stock with a promissory note to us in the amount of $300,917. On February 14, 2014, we forgave all outstanding amounts under this promissory note, including the related accrued interest.

Prior to December 2002, we issued 658,682 shares of our common stock and 2,320,198 shares of our Series B preferred stock to entities affiliated with Pitango Venture Capital Group and Delta Ventures prior to receiving all of the required corporate approvals. In July 2013, in order to resolve any uncertainty regarding the validity of

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these shares, the entities affiliated with Pitango Venture Capital Group and Delta Ventures holding these shares exchanged these shares for an equivalent number of identical shares of our common stock and Series B preferred stock. The table below summarizes the shares issued in this transaction.

Purchasers	Shares of Common Stock		Shares of Series B Preferred Stock
Entities affiliated with Pitango Venture Capital Group(1)		329,338		1,160,099
Entities affiliated with Delta Ventures(2)		329,339		1,160,099

(1) Consists of (a) 223,917 shares of our common stock and 788,748 shares of our Series B preferred stock held by Pitango Venture Capital Fund III (USA) L.P., (b) 20,699 shares of our common stock and 72,914 shares of our Series B preferred stock by Pitango Venture Capital Fund III (USA) Non-Q L.P., (c) 61,039 shares of our common stock and 215,011 shares of Series B preferred stock held by Pitango Venture Capital Fund III (Israeli Investors) L.P., (d) 15,789 shares of our common stock and 55,618 shares of Series B preferred stock held by Pitango Venture Capital Fund III Trusts 2000 Ltd. and (e) 7,894 shares of our common stock and 27,808 shares of Series B preferred stock held by Pitango Principals Fund III (USA) L.P. Isaac Hillel, the managing general partner of Pitango Venture Capital, is a member of our board of directors.

(2) Consists of (a) 266,459 shares of our common stock and 938,600 shares of our Series B preferred stock held by Delta Fund I, L.P., (b) 16,143 shares of our common stock and 56,867 shares of our Series B preferred stock held by Poalim Delta Fund, L.P., (c) 14,449 shares of our common stock and 50,897 shares of our Series B preferred stock held by Delta Fund I (Israel), L.P. and (d) 32,288 shares of our common stock and 113,735 shares of our Series B preferred stock held by Gmulot Delta Fund, L.P. Ofer Timor, the managing partner of Delta Ventures Ltd., is a member of our board of directors.

Independent Consultant Services Agreement

We entered into an independent consultant services agreement, dated October 31, 2008 and amended on September 21, 2010, with Daniel T. Ciporin, a member of our board of directors. The independent consultant services agreement provides that Mr. Ciporin will provide us with certain services, such as advising our board of directors and assisting us with our decision making process and serving as the chairman of our board of directors. Under the independent consultant services agreement, we are obligated to pay Mr. Ciporin an annual fee of $80,000 on a monthly basis, and reimburse Mr. Ciporin for his reasonable and necessary expenses incurred during the provision of his services. This agreement will be terminated prior to completion of this offering at which time all compensation to Mr. Ciporin will be pursuant to the director compensation policy we will adopt in connection with this offering.

Investor Rights Agreement

We have entered into an investor rights agreement with certain of our stockholders, including entities with which certain of our directors are affiliated, and certain other stockholders. The investor rights agreement provides certain holders of our capital stock a right of purchase in respect of certain issuances of our securities, including in connection with this offering, and provides certain registration rights with respect to certain shares of stock held by them. For more information regarding the registration rights granted under this agreement, see the section of this prospectus captioned “Description of Capital Stock—Registration Rights.”

Indemnification of Officers and Directors

We have also entered into indemnification agreements with each of our directors and executive officers. The indemnification agreements and our certificate of incorporation and bylaws require us to indemnify our directors and executive officers to the fullest extent permitted by Delaware law.

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PRINCIPAL STOCKHOLDERS

The following table sets forth information regarding beneficial ownership of our common stock as of December 31, 2013 and as adjusted to reflect the shares of common stock to be issued and sold in the offering assuming no exercise of the underwriters’ over-allotment option, by:

• each person or group of affiliated persons known by us to be the beneficial owner of more than 5% of our common stock;

• each of our named executive officers;

• each of our directors; and

• all executive officers and directors as a group.

We have determined beneficial ownership in accordance with SEC rules. The information does not necessarily indicate beneficial ownership for any other purpose. Under these rules, the number of shares of common stock deemed outstanding includes shares issuable upon exercise of options and warrants held by the respective person or group which may be exercised or converted within 60 days after December 31, 2013. For purposes of calculating each person’s or group’s percentage ownership, stock options and warrants exercisable within 60 days after December 31, 2013 are included for that person or group but not the stock options or warrants of any other person or group. Certain options to purchase shares of our common stock included in the table below are early exercisable, and to the extent such shares are unvested as of a given date, such shares will remain subject to a right of repurchase held by us.

Applicable percentage ownership is based on 25,476,725 shares of common stock outstanding as of December 31, 2013, assuming the conversion of all outstanding shares of our preferred stock as of December 31, 2013 into common stock. For purposes of the table below, we have assumed that 30,476,725 shares of common stock will be outstanding upon completion of this offering, based upon an assumed initial public offering price of $15.00 per share.

Unless otherwise indicated and subject to applicable community property laws, to our knowledge, each stockholder named in the following table possesses sole voting and investment power over the shares listed. Unless otherwise noted below, the address of each person listed on the table is c/o Borderfree, Inc., 292 Madison Avenue, 5th Floor New York, New York 10017.

	Shares Beneficially Owned Prior to the Offering					Shares Beneficially Owned After the Offering
Name of Beneficial Owner	Number		Percentage			Shares		Percentage
5% Stockholders:
Entities affiliated with Pitango Venture Capital Group(1)		8,357,747		32.81	%		8,357,747		27.42	%
Entities affiliated with Adams Street Partners(2)		5,526,852		21.69			5,526,852		18.13
Entities affiliated with Delta Ventures(3)		3,154,887		12.38			3,154,887		10.35
Entities affiliated with Venture Strategy Partners(4)		1,490,102		5.85			1,490,102		4.89
Named Executive Officers and Directors:
Michael A. DeSimone(5)		1,035,803		4.06			1,035,803		3.40
Edwin A. Neumann		379,698		1.49			379,698		1.25
Kris Green(6)		342,649		1.33			342,649		1.11
Michael Ganci		—		*			—		*
Brian Singh Dhatt		—		*			—		*
Daniel T. Ciporin(7)		681,574		2.68			681,574		2.24
William G. Bock		29,940		*			29,940		*
Stephen J. Getsy(8)		374,273		1.47			374,273		1.23
Isaac Hillel(1)		8,357,747		32.81			8,357,747		27.42
George H. Spencer, III(2)		5,526,852		21.69			5,526,852		18.13
Ofer Timor(3)		3,154,887		12.38			3,154,887		10.35
All executive officers and directors as a group (11 persons)(9)		19,883,423		76.98			19,883,423		64.49

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(1) Consists of (a) 5,307,890 shares held by Pitango Venture Capital Fund III (USA) L.P., (b) 490,677 shares held by Pitango Venture Capital Fund III (USA) Non-Q L.P., (c) 1,443,298 shares held by Pitango Venture Capital Fund III (Israeli Investors) L.P., (d) 374,085 shares held by Pitango Venture Capital Fund III Trusts 2000 Ltd., (e) 187,044 shares held by Pitango Principals Fund III (USA) L.P. and (f) 554,753 shares held by Pitango Parallel Investor Fund III (USA) L.P. (collectively, the “Pitango Funds”). The Pitango Funds are managed, directly or indirectly, by the following individuals: Rami Kalish, Chemi J. Peres, Aaron Mankovski, Isaac Hillel (our director), Rami Beracha, Bruce Crocker and Zeev Binman, none of whom has sole voting or investment power of such shares and each of whom has shared voting and investment power of such shares. The address of Pitango Funds is Pitango Venture Capital, 540 Cowper Street, Suite 200, Palo Alto, CA 94301.

(2) Consists of (a) 2,763,426 shares held by Adams Street V, L.P. (“AS V”) and (b) 2,763,426 shares held by BVCF IV, L.P. (“BVCF IV”). The shares may be deemed to be beneficially owned by Adams Street Partners, LLC, the general partner of each of AS V and BVCF IV. Thomas D. Berman, David Brett, Jeffrey T. Diehl, Elisha P. Gould III, Michael S. Lynn, Robin P. Murray, Sachin Tulyani, Craig D. Waslin and David Welsh, each of whom is a partner of Adams Street Partners, LLC (or a subsidiary thereof), and Mr. Spencer, a senior consultant of Adams Street Partners, LLC, may be deemed to have shared voting and investment power over the shares. The address for Adams Street Partners, LLC is c/o Adams Street Partners, LLC One N. Wacker Drive, Chicago, IL 60606.

(3) Consists of (a) 2,552,523 shares held by Delta Fund I, L.P., (b) 154,650 shares held by Poalim Delta Fund, L.P., (c) 138,412 shares held by Delta Fund I (Israel), L.P. and (d) 309,302 shares held by Gmulot Delta Fund, L.P. The shares may be deemed to be beneficially owned by (i) Delta Ventures Ltd., the general partner of each of Poalim Delta Fund L.P., Delta Fund I (Israel), L.P. and Gmulot Delta Fund, L.P., and (ii) Delta Ventures (Cayman) Ltd., the general partner of Delta Fund I, L.P. (or Delta Ventures Ltd., together with Delta Ventures (Cayman) Ltd., or Delta Ventures). Delta Ventures is managed, directly or indirectly, by the following individuals: Ben Harel, Mark Chais and Ofer Timor (our director), none of whom has sole voting or investment power of such shares and each of whom has shared voting and investment power of such shares. The address for Delta Ventures is c/o Delta Ventures, Kibbutz Glil Yam, P.O. Box 163, Herzeliya 46905, Israel.

(4) Consists of (i) 1,393,989 shares held by Venture Strategy Partners II LP (“VSP”) and (ii) 96,113 shares held by Venture Strategy Affiliate Fund LP (“VSAF”). The shares may be deemed to be beneficially owned by VSP 2013 Holdings, LLC, the general partner of each of VSP and VSAF (the “General Partner”). Rand Lewis and David Schaller, each of whom is a manager of the General Partner, may be deemed to have shared voting and investment power over the shares. The address for each of the General Partner, VSP and VSAF is 1125 17th Street, Suite 740, Denver, CO 80202.

(5) Includes options to purchase 26,695 shares exercisable within 60 days of December 31, 2013.

(6) Includes options to purchase 326,802 shares exercisable within 60 days of December 31, 2013.

(7) Includes 36,115 shares held by the Daniel Ciporin 2014 Trust.

(8) Consists of (a) 105,495 shares held by Mr. Getsy, (b) 208,898 shares held by The Stephen J. Getsy Living Trust, of which Mr. Getsy is a trustee, and (c) 59,880 shares held by the Stephen J. Getsy 2013 Grantor Retained Annuity Trust U/A DTD 7/16/2013. The address for The Stephen J. Getsy Living Trust, the Stephen J. Getsy 2013 Grantor Retained Annuity Trust U/A DTD 7/16/2013, and Mr. Getsy is 14504 Marsh Island, Jacksonville Beach, FL 32250.

(9) Includes options to purchase 353,497 shares exercisable within 60 days of December 31, 2013.

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DESCRIPTION OF CAPITAL STOCK

General

The following is a summary of the rights of our common stock and preferred stock and of certain provisions of our certificate of incorporation and bylaws, as they will be in effect upon the completion of this offering. For more detailed information, please see our certificate of incorporation and bylaws to be effective upon the closing of this offering, which are filed as exhibits to the registration statement of which this prospectus is part.

Immediately following the completion of this offering, our authorized capital stock will consist of shares, all with a par value of $0.01 per share, of which:

• 200,000,000 shares are designated as common stock; and

• 25,000,000 shares are designated as preferred stock.

As of December 31, 2013, we had outstanding 25,476,725 shares of common stock held of record by 97 stockholders, assuming the conversion of all outstanding shares of our preferred stock into an aggregate of 20,872,628 shares of common stock. Pursuant to the terms of our eighth amended and restated certificate of incorporation, our preferred stock will automatically convert into common stock effective upon the closing of this offering. In addition, as of December 31, 2013, 3,192,351 shares of our common stock were subject to outstanding options, 32,076 shares of our common stock were issuable upon the exercise of outstanding warrants to purchase common stock and 226,705 shares of our common stock, on an as-converted basis, were issuable upon the exercise of outstanding warrants to purchase convertible preferred stock.

Common Stock

The holders of our common stock are entitled to one vote per share on all matters to be voted on by our stockholders. Subject to preferences that may be applicable to any outstanding shares of preferred stock, holders of common stock are entitled to receive ratably such dividends as may be declared by our board of directors out of funds legally available for that purpose. In the event of our liquidation, dissolution or winding up, the holders of common stock are entitled to share ratably in all assets remaining after the payment of liabilities, subject to the prior distribution rights of preferred stock then outstanding. Holders of common stock have no preemptive, conversion or subscription rights. There are no redemption or sinking fund provisions applicable to the common stock.

Preferred Stock

Upon the closing of this offering, all currently outstanding shares of preferred stock will convert into shares of our common stock, and there will be no shares of preferred stock outstanding.

Though we currently have no plans to issue any shares of preferred stock, upon the closing of this offering and the filing of our certificate of incorporation, our board of directors will have the authority, without further action by our stockholders, to designate and issue up to 25,000,000 shares of preferred stock in one or more series. Our board of directors may also designate the rights, preferences and privileges of the holders of each such series of preferred stock, any or all of which may be greater than or senior to those granted to the holders of common stock. Though the actual effect of any such issuance on the rights of the holders of common stock will not be known until such time as our board of directors determines the specific rights of the holders of preferred stock, the potential effects of such an issuance include:

• diluting the voting power of the holders of common stock;

• reducing the likelihood that holders of common stock will receive dividend payments;

• reducing the likelihood that holders of common stock will receive payments in the event of our liquidation, dissolution, or winding up; and

• delaying, deterring or preventing a change-in-control or other corporate takeover.

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Warrants

The following table sets forth information about outstanding warrants to purchase shares of our capital stock as of December 31, 2013.

Class of Stock	Number of Shares of Stock Subject to Warrant		Exercise Price per Share		Expiration Date
Common		32,076	$	0.02		See note	(1)
Series C Preferred		139,212		1.08		September 16, 2019
Series D Preferred		220,552		0.57		October 19, 2020
Series E Preferred		18,835		4.25		March 28, 2022

(1) Warrant expires on the earlier of: (a) following the closing of a merger or consolidation of our company with or into, or the sale of all or substantially all of the assets or securities of our company to, another person or entity or (b) one year following the closing of our initial public offering.

Upon the conversion of all of our convertible preferred stock into common stock immediately prior to the completion of this offering, the warrants to purchase shares of our convertible preferred stock will be exercisable for an aggregate of 226,705 shares of common stock and will remain exercisable until the expiration date of such warrant.

Registration Rights

As of December 31, 2013, the holders of an aggregate of 23,797,825 shares of our common stock issued or issuable upon conversion of preferred stock are entitled to the following rights with respect to the registration of such shares for public resale under the Securities Act of 1933, as amended, or the Securities Act, pursuant to a registration rights agreement by and among us and certain of our stockholders. We refer to these shares collectively as “registrable securities.”

The registration of shares of common stock as a result of the following rights being exercised would enable the holders to trade these shares without restriction under the Securities Act when the applicable registration statement is declared effective. Ordinarily, we will be required to pay all expenses, other than underwriting discounts and commissions, related to any registration effected pursuant to the exercise of these registration rights.

Demand Registration Rights

If at any time after 90 days following the effective date of this offering the holders of at least 55% of the registrable securities then outstanding request in writing that we effect a registration, we may be required to register the offer and sale of their shares. At most, we are obligated to effect three registrations for the holders of registrable securities in response to these demand registration rights. Depending on certain conditions, however, we may defer such registration for up to 90 days. If the holders requesting registration intend to distribute their shares by means of an underwriting, the managing underwriter of such offering will have the right to limit the number of shares to be underwritten for reasons related to the marketing of the shares.

Piggyback Registration Rights

If at any time after this offering we propose to register the offer and sale of any shares of our securities under the Securities Act, the holders of registrable securities will be entitled to notice of the registration and to include their shares of registrable securities in the registration. If our proposed registration involves an underwriting, the managing underwriter of such offering will have the right to limit the number of shares to be underwritten, subject to certain restrictions, for reasons related to the marketing of the shares.

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Form S-3 Registration Rights

If at any time we become entitled under the Securities Act to register our shares on Form S-3 and the holders of at least 5% of the registrable securities then outstanding request in writing that we register their shares for public resale on Form S-3 with an aggregate price to the public of the shares to be registered of at least $500,000, we will be required to effect such registration; provided, however, that if our board of directors determines, in good faith, that such registration would be materially detrimental to us at such time, we may defer the registration for up to 90 days. We are only obligated to effect up to six registrations on Form S-3.

Voting Rights

Under the provisions of our certificate of incorporation to become effective upon completion of this offering, holders of our common stock are entitled to one vote for each share of common stock held by such holder on any matter submitted to a vote at a meeting of stockholders. Our post-offering certificate of incorporation does not provide cumulative voting rights to holders of our common stock.

Anti-Takeover Effects of Delaware Law and Our Certificate of Incorporation and Bylaws

Certain provisions of Delaware law and our restated certificate of incorporation and bylaws that will become effective upon completion of this offering contain provisions that could have the effect of delaying, deferring or discouraging another party from acquiring control of us. These provisions, which are summarized below, are expected to discourage certain types of coercive takeover practices and inadequate takeover bids. These provisions are also designed in part to encourage anyone seeking to acquire control of us to first negotiate with our board of directors. We believe that the advantages gained by protecting our ability to negotiate with any unsolicited and potentially unfriendly acquirer outweigh the disadvantages of discouraging such proposals, including those priced above the then-current market value of our common stock, because, among other reasons, the negotiation of such proposals could improve their terms.

Certificate of Incorporation and Bylaws

Our certificate of incorporation and bylaws to become effective upon completion of this offering include provisions that:

• authorize our board of directors to issue, without further action by the stockholders, up to 25,000,000 shares of undesignated preferred stock;

• require that any action to be taken by our stockholders be effected at a duly called annual or special meeting and not by written consent;

• specify that special meetings of our stockholders can be called only by our board of directors, the Chairman of our board of directors, the Chief Executive Officer or the President;

• establish an advance notice procedure for stockholder proposals to be brought before an annual meeting of our stockholders, including proposed nominations of persons for election to our board of directors;

• provide that directors may be removed only for cause;

• provide that vacancies on our board of directors may be filled only by a majority of directors then in office, even though less than a quorum;

• establish that our board of directors is divided into three classes—Class I, Class II, and Class III—with each class serving staggered terms; and

• require a super-majority of votes to amend certain of the above-mentioned provisions.

Delaware Anti-Takeover Statute

We are subject to the provisions of Section 203 of the General Corporation Law of the State of Delaware regulating corporate takeovers. In general, Section 203 prohibits a publicly-held Delaware corporation from

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engaging, under certain circumstances, in a business combination with an interested stockholder for a period of three years following the date the person became an interested stockholder unless:

• prior to the date of the transaction, the board of directors of the corporation approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder;

• upon completion of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the voting stock outstanding, but not for determining the outstanding voting stock owned by the interested stockholder, (1) shares owned by persons who are directors and also officers, and (2) shares owned by employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or

• at or subsequent to the date of the transaction, the business combination is approved by the board of directors of the corporation and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 66 2/3% of the outstanding voting stock which is not owned by the interested stockholder.

Generally, a business combination includes a merger, asset or stock sale, or other transaction resulting in a financial benefit to the interested stockholder. An interested stockholder is a person who, together with affiliates and associates, owns or, within three years prior to the determination of interested stockholder status, did own 15% or more of a corporation’s outstanding voting stock. We expect the existence of this provision to have an anti-takeover effect with respect to transactions our board of directors does not approve in advance. We also anticipate that Section 203 may discourage business combinations or other attempts that might result in a premium over the market price for the shares of common stock held by our stockholders.

The provisions of Delaware law and our restated certificate of incorporation and bylaws to become effective upon completion of this offering could have the effect of discouraging others from attempting hostile takeovers and, as a consequence, may also inhibit temporary fluctuations in the market price of our common stock that often result from actual or rumored hostile takeover attempts. These provisions may also have the effect of preventing changes in our management. It is possible that these provisions could make it more difficult to accomplish transactions that stockholders may otherwise deem to be in their best interests.

Our restated certificate of incorporation to become effective upon completion of this offering requires, to the fullest extent permitted by law, that derivative actions brought in our name, actions against our directors, officers and employees for breach of fiduciary duty and other similar actions may be brought only in the Court of Chancery in the State of Delaware. Although we believe this provision benefits us by providing increased consistency in the application of Delaware law in the types of lawsuits to which it applies, the provision may have the effect of discouraging lawsuits against our directors and officers.

Transfer Agent and Registrar

Upon the completion of this offering, the transfer agent and registrar for our common stock will be American Stock Transfer & Trust Company, LLC.

Listing

We have applied to list our common stock for trading on the NASDAQ Global Market under the trading symbol “BRDR”.

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SHARES ELIGIBLE FOR FUTURE SALE

Before this offering, there has not been a public market for shares of our common stock. Future sales of substantial amounts of shares of our common stock, including shares issued upon the exercise of outstanding options, in the public market after this offering, or the possibility of these sales occurring, could cause the prevailing market price for our common stock to fall or impair our ability to raise equity capital in the future.

Upon the completion of this offering, based on our shares outstanding as of December 31, 2013 and assuming no exercises of options and warrants after the such date, a total of 30,476,725 shares of common stock will be outstanding (or 31,226,725 shares of our common stock if the underwriters exercise their over-allotment option in full). Of these shares, all shares of common stock sold in this offering will be freely tradable in the public market without restriction or further registration under the Securities Act, unless these shares are held by “affiliates,” as that term is defined in Rule 144 under the Securities Act.

The remaining 25,476,725 shares of common stock will be “restricted securities,” as that term is defined in Rule 144 under the Securities Act. These restricted securities are eligible for public sale only if they are registered under the Securities Act or if they qualify for an exemption from registration under Rules 144 or 701 under the Securities Act, which are summarized below.

Subject to the lock up agreements described below and the provisions of Rules 144 and 701 under the Securities Act, these restricted securities will be available for sale in the public market as follows:

Date	Number of Shares
On the date of this prospectus		0
At various times beginning more than 180 days after the effective date of the registration statement of which this prospectus is a part		25,476,725

In addition, as of December 31, 2013, there were 258,781 shares underlying outstanding warrants and 3,192,351 shares underlying outstanding options, and there will be an additional 399,876 shares underlying options which were granted in connection with this offering that will become eligible for sale to the public market to the extent permitted by any applicable vesting requirements, lock-up agreements and applicable securities laws. Additionally, our board and stockholders have approved the 2014 Plan under which 1,920,000 shares of common stock are reserved for future issuance.

Lock-Up Agreements

We and all directors and officers and the holders of all of our outstanding stock and stock options have agreed that, without the prior written consent of Credit Suisse Securities (USA) LLC and RBC Capital Markets, LLC on behalf of the underwriters and subject to certain exceptions, we and they will not, during the period ending 180 days after the effective date of the registration statement of which this prospectus is a part:

• offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any shares of common stock or any securities convertible into or exercisable or exchangeable for shares of common stock;

• enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the common stock; or

• make a demand for or exercise any right with respect to, registration with the SEC relating to the offering of any shares of common stock or any securities convertible into or exercisable or exchangeable for common stock.

Credit Suisse Securities (USA) LLC and RBC Capital Markets, LLC in their sole discretion may release the common stock and other securities subject to the lock-up agreements described above in whole or in part at any

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time with or without notice; provided, however, that if the release is granted for one of our officers or directors, (i) Credit Suisse Securities (USA) LLC and RBC Capital Markets, LLC, on behalf of the underwriters, agree that at least three business days before the effective date of the release or waiver, Credit Suisse Securities (USA) LLC and RBC Capital Markets, LLC, on behalf of the underwriters, will notify us of the impending release or waiver, and (ii) we are obligated to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. The agreements do not contain any pre-established conditions to the waiver by Credit Suisse Securities (USA) LLC and RBC Capital Markets, LLC on behalf of the underwriters of any terms of the lock-up agreements. Any determination to release shares subject to the lock-up agreements would be based on a number of factors at the time of determination, including but not necessarily limited to the market price of the common stock, the liquidity of the trading market for the common stock, general market conditions, the number of shares proposed to be sold, contractual obligations to release certain shares subject to the lock-up agreements in the event any such shares are released, subject to certain specific limitations and thresholds, and the timing, purpose and terms of the proposed sale.

These arrangements are described in the section of this prospectus captioned “Underwriting.”

Rule 144

In general, under Rule 144 as currently in effect, once we have been subject to public company reporting requirements for at least 90 days, a person who is not deemed to have been one of our affiliates for purposes of the Securities Act at any time during 90 days preceding a sale and who has beneficially owned the shares proposed to be sold for at least six months, including the holding period of any prior owner other than our affiliates, is entitled to sell such shares without complying with the manner of sale, volume limitation or notice provisions of Rule 144, subject to compliance with the public information requirements of Rule 144. If such a person has beneficially owned the shares proposed to be sold for at least one year, including the holding period of any prior owner other than our affiliates, then such person is entitled to sell such shares without complying with any of the requirements of Rule 144.

In general, under Rule 144, as currently in effect, our affiliates or persons selling shares on behalf of our affiliates are entitled to sell upon expiration of the lock-up agreements described above, within any three-month period beginning 90 days after the date of this prospectus, a number of shares that does not exceed the greater of:

• 1% of the number of shares of common stock then outstanding, which will equal approximately 304,767 shares immediately after this offering; and

• the average weekly trading volume of the common stock on the NASDAQ Global Market during the four calendar weeks preceding the filing of a notice on Form 144 with respect to such sale.

Sales under Rule 144 by our affiliates or persons selling shares on behalf of our affiliates are also subject to certain manner of sale provisions and notice requirements and to the availability of current public information about us. To the extent that shares were acquired from one of our affiliates, a person’s holding period for the purpose of effecting a sale under Rule 144 would commence on the date of transfer from the affiliate.

Rule 701

Rule 701 generally allows a stockholder who purchased shares of our common stock pursuant to a written compensatory plan or contract and who is not deemed to have been an affiliate of our company during the immediately preceding 90 days to sell these shares in reliance upon Rule 144, but without being required to comply with the public information, holding period, volume limitation, or notice provisions of Rule 144. Rule 701 also permits affiliates of our company to sell their Rule 701 shares under Rule 144 without complying with the holding period requirements of Rule 144. All holders of Rule 701 shares, however, are required to wait until 90 days after the date of this prospectus before selling such shares pursuant to Rule 701.

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As of December 31, 2013, 3,874,454 shares of our outstanding common stock had been issued in reliance on Rule 701 as a result of exercises of stock options and stock awards. All of these shares, however, are subject to the lock-up agreements described above.

Stock Options

As of December 31, 2013, options to purchase an aggregate of 3,192,351 shares of our common stock were outstanding. We intend to file a registration statement on Form S-8 under the Securities Act covering all of the shares of our common stock subject to options outstanding or reserved for issuance under our stock plans and shares of our common stock issued upon the exercise of options by employees. We expect to file this registration statement as soon as practicable after this offering. In addition, we intend to file a registration statement on Form S-8 or such other form as may be required under the Securities Act for the resale of shares of our common stock issued upon the exercise of options that were not granted under Rule 701. We expect to file this registration statement as soon as permitted under the Securities Act. However, the shares registered on Form S-8 will be subject to volume limitations, manner of sale, notice and public information requirements of Rule 144 and will not be eligible for resale until expiration of the lock up agreements to which they are subject.

Warrants

Upon completion of this offering, warrants entitling holders to purchase an aggregate of 258,781 shares of our common stock (subject to adjustment as provided in the warrants) will remain outstanding. See the section of this prospectus captioned “Description of Capital Stock—Warrants” for additional information. Such shares issued upon exercise of the warrants may be able to be sold after the expiration of the lock-up period described above subject the requirements of Rule 144 described above.

Registration Rights

Upon completion of this offering, the holders of an aggregate of 24,024,530 shares of our common stock (including the shares underlying the warrants described in “—Warrants” above) will be entitled to various rights with respect to the registration of the offer and sale of these shares under the Securities Act. Registration of the offer and sale of these shares under the Securities Act would result in these shares becoming freely tradable without restriction under the Securities Act immediately upon the effectiveness of the applicable registration statement, except for shares purchased by affiliates. See the section of this prospectus captioned “Description of Capital Stock—Registration Rights” for additional information.

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MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS

The following is a summary of material U.S. federal income tax considerations to non-U.S. holders (as defined below) relating to the acquisition, ownership and disposition of common stock pursuant to this offering. This summary deals only with common stock held as a capital asset (within the meaning of Section 1221 of the Internal Revenue Code of 1986, as amended, (the “Code”)) by a holder and does not discuss the U.S. federal income tax considerations applicable to a holder that is subject to special treatment under U.S. federal income tax laws, including, but not limited to: a dealer in securities or currencies; a financial institution; a regulated investment company; a real estate investment trust; a tax-exempt organization; an insurance company; a person holding common stock as part of a hedging, integrated, conversion or straddle transaction or a person deemed to sell common stock under the constructive sale provisions of the Code; a trader in securities that has elected the mark-to-market method of accounting; a person liable for alternative minimum tax; an entity or arrangement that is treated as a partnership for U.S. federal income tax purposes or owners of such entity or arrangement; a person that received such common stock in connection with the performance of services; pension fund or retirement account; a “controlled foreign corporation;” a “passive foreign investment company;” a corporation that accumulates earnings to avoid U.S. federal income tax; or a former citizen or long-term resident of the United States.

This summary is based upon provisions of the Code, applicable U.S. Treasury regulations promulgated thereunder, published rulings and judicial decisions, all as in effect as of the date hereof. Those authorities may be changed, perhaps retroactively, or may be subject to differing interpretations, which could result in U.S. federal income tax consequences different from those discussed below. This summary does not address all aspects of U.S. federal income tax, does not deal with all tax considerations that may be relevant to stockholders in light of their personal circumstances and does not address the Medicare tax imposed on certain investment income or any state, local, foreign, gift, estate or alternative minimum tax considerations.

For purposes of this discussion, a “U.S. holder” is a beneficial holder of common stock that is: an individual citizen or resident of the United States; a corporation (or any other entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia; an estate the income of which is subject to U.S. federal income taxation regardless of its source; or a trust if it (1) is subject to the primary supervision of a court within the United States and one or more U.S. persons have the authority to control all substantial decisions of the trust or (2) has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person.

For purposes of this discussion a “non-U.S. holder” is a beneficial holder of common stock that is neither a U.S. holder nor a partnership (or any other entity or arrangement that is treated as a partnership) for U.S. federal income tax purposes. If a partnership (or an entity or arrangement that is treated as a partnership for U.S. federal income tax purposes) holds common stock, the tax treatment of a partner will generally depend upon the status of the partner and the activities of the partnership. A partner of a partnership holding common stock is urged to consult its own tax advisors.

PROSPECTIVE INVESTORS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS CONCERNING THEIR PARTICULAR U.S. FEDERAL INCOME TAX CONSEQUENCES IN LIGHT OF THEIR SPECIFIC SITUATIONS, AS WELL AS THE TAX CONSEQUENCES ARISING UNDER ANY STATE, LOCAL OR NON-U.S. TAX LAWS AND ANY OTHER U.S. FEDERAL TAX LAWS (INCLUDING THE U.S. FEDERAL ESTATE AND GIFT TAX LAWS).

Distributions on our Common Stock

Distributions with respect to common stock, if any, generally will constitute dividends for U.S. federal income tax purposes to the extent paid out of current or accumulated earnings and profits, as determined for U.S. federal income tax purposes. Any portion of a distribution in excess of current or accumulated earnings and

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profits will be treated as a return of capital and will first be applied to reduce the holder’s tax basis in its common stock, but not below zero. Any remaining amount will then be treated as gain from the sale or exchange of the common stock and will be treated as described under the section titled “—Disposition of our Common Stock” below.

Distributions treated as dividends that are paid to a non-U.S. holder, if any, with respect to shares of our common stock will be subject to U.S. federal withholding tax at a rate of 30% (or lower applicable income tax treaty rate) of the gross amount of the dividends unless the dividends are effectively connected with the non-U.S. holder’s conduct of a trade or business in the United States. If a non-U.S. holder is engaged in a trade or business in the United States and dividends with respect to the common stock are effectively connected with the conduct of that trade or business, then the non-U.S. holder will generally be exempt from the 30% U.S. federal withholding tax, provided certain certification requirements are satisfied, but the non-U.S. holder will be subject to U.S. federal income tax on those dividends on a net income basis at regular graduated U.S. federal income tax rates in the same manner as if such holder were a resident of the United States (except to the extent provided in our applicable income tax treaty, which may require that such dividends be attributable to a U.S. permanent establishment in order to be subject to tax as described herein). Any such effectively connected income received by a foreign corporation may, under certain circumstances, be subject to an additional branch profits tax equal to 30% (or lower applicable income tax treaty rate) of its effectively connected earnings and profits for the taxable year, as adjusted under the Code. To claim the exemption from withholding with respect to any such effectively connected income, the non-U.S. holder must generally furnish to us or our paying agent a properly executed IRS Form W-8ECI (or applicable successor form). A non-U.S. holder of shares of common stock who wishes to claim the benefit of an exemption or reduced rate of withholding tax under an applicable treaty must furnish to us or our paying agent a valid IRS Form W-8BEN (or applicable successor form) certifying such holder’s qualification for the exemption or reduced rate. If a non-U.S. holder is eligible for a reduced rate of U.S. withholding tax pursuant to an income tax treaty, it may obtain a refund of any excess amounts withheld by filing an appropriate claim for refund with the Internal Revenue Service. Non-U.S. holders are urged to consult their tax advisors regarding their entitlement to benefits under a relevant income tax treaty.

Disposition of our Common Stock

Non-U.S. holders may recognize gain upon the sale, exchange, redemption or other taxable disposition of common stock. Such gain generally will not be subject to U.S. federal income tax unless: (i) that gain is effectively connected with the non-U.S. holder’s conduct of a trade or business in the United States (and, if required by an applicable income tax treaty, is attributable to a U.S. permanent establishment maintained by the non-U.S. holder); (ii) the non-U.S. holder is a nonresident alien individual who is present in the United States for 183 days or more in the taxable year of that disposition, and certain other conditions are met; or (iii) we are or have been a “U.S. real property holding corporation” for U.S. federal income tax purposes at any time during the shorter of the five-year period preceding the date of disposition or the holder’s holding period for our common stock, and certain other requirements are met. We believe that we are not and we do not anticipate becoming a “U.S. real property holding corporation” for U.S. federal income tax purposes.

If a non-U.S. holder is an individual described in clause (i) of the preceding paragraph, the non-U.S. holder will generally be subject to tax on a net income basis at the regular graduated U.S. federal individual income tax rates in the same manner as if such holder were a resident of the United States, unless an applicable income tax treaty provides otherwise. If the non-U.S. holder is an individual described in clause (ii) of the preceding paragraph, the non-U.S. holder will generally be subject to a flat 30% tax on the gain, which may be offset by U.S. source capital losses even though the non-U.S. holder is not considered a resident of the United States, provided that the non-U.S. holder has timely filed U.S. federal income tax returns with respect to such losses. If a non-U.S. holder is a foreign corporation that falls under clause (i) of the preceding paragraph, it will be subject to tax on a net income basis at the regular graduated U.S. federal corporate income tax rates in the same manner as if it were a resident of the United States and, in addition, the non-U.S. holder may be subject to the branch profits tax at a rate equal to 30% (or lower applicable income tax treaty rate) of its effectively connected earnings and profits.

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Information Reporting and Backup Withholding Tax

We report to our non-U.S. holders and the IRS the amount of dividends paid during each calendar year and the amount of any tax withheld. All distributions to holders of common stock are subject to any applicable withholding. Information reporting requirements apply even if no withholding was required because the distributions were effectively connected with the non-U.S. holder’s conduct of a United States trade or business or withholding was reduced or eliminated by an applicable income tax treaty. This information also may be made available under a specific treaty or agreement with the tax authorities in the country in which the non-U.S. holder resides or is established. Under U.S. federal income tax law, interest, dividends and other reportable payments may, under certain circumstances, be subject to “backup withholding” at the then applicable rate. Backup withholding, however, generally will not apply to distributions to a non-U.S. holder of our common stock, provided the non-U.S. holder furnishes to us or our paying agent the required certification as to its non-U.S. status, such as by providing a valid IRS Form W-8BEN or IRS Form W-8ECI, or certain other requirements are met. Notwithstanding the foregoing, backup withholding may apply if either we or our paying agent has actual knowledge, or reason to know, that the holder is a U.S. person that is not an exempt recipient. Backup withholding is not an additional tax but merely an advance payment, which may be refunded to the extent it results in an overpayment of tax and the appropriate information is timely supplied to the IRS.

Foreign Account Tax Compliance Act

New rules in the Code may impose withholding taxes on certain types of payments made to “foreign financial institutions” (as specially defined under these rules) and certain other non-U.S. entities if certification, information reporting and other specified requirements are not met. The legislation potentially imposes a 30% withholding tax on “withholdable payments” if they are paid to a foreign financial institution or to a foreign non-financial entity, unless (i) the foreign financial institution undertakes certain diligence and reporting obligations and other specified requirements are satisfied or (ii) the foreign non-financial entity either certifies it does not have any substantial U.S. owners or furnishes identifying information regarding each substantial U.S. owner and other specified requirements are satisfied. “Withholdable payment” generally means (i) any payment of interest, dividends, rents and certain other types of generally passive income if such payment is from sources within the United States, and (ii) any gross proceeds from the sale or other disposition of any property of a type that can produce interest or dividends from sources within the United States (including, for example, stock and debt of U.S. corporations). If the payee is a foreign financial institution, it must enter into an agreement with the U.S. Treasury requiring, among other things, that it undertake to identify accounts held by certain U.S. persons or U.S.-owned foreign entities, annually report certain information about such accounts and withhold 30% on payments to account holders whose actions prevent it from complying with these reporting and other requirements. If an investor does not provide us with the information necessary to comply with the legislation, it is possible that distributions to such investor that are attributable to withholdable payments, such as dividends, will be subject to the 30% withholding tax. Withholding on certain passive income, such as dividends and interest, is currently scheduled to begin July 1, 2014. The IRS has issued guidance indicating that withholding with respect to all other withholdable payments will be required after December 31, 2016. Prospective investors should consult their own tax advisers regarding this legislation.

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UNDERWRITING

Under the terms and subject to the conditions contained in an underwriting agreement dated , 2014, we have agreed to sell to the underwriters named below, for whom Credit Suisse Securities (USA) LLC and RBC Capital Markets, LLC are acting as representatives, the following respective numbers of shares of common stock:

Underwriter	Number of Shares
Credit Suisse Securities (USA) LLC
RBC Capital Markets, LLC
Pacific Crest Securities LLC
Canaccord Genuity Inc.
William Blair & Company, L.L.C.
Needham & Company, LLC
Total		5,000,000

The underwriting agreement provides that the underwriters are obligated to purchase all the shares of common stock in the offering if any are purchased, other than those shares covered by the over-allotment option described below. The underwriting agreement also provides that if an underwriter defaults the purchase commitments of non-defaulting underwriters may be increased or the offering may be terminated.

We have granted to the underwriters a 30-day option to purchase on a pro rata basis up to 750,000 additional shares at the initial public offering price less the underwriting discounts and commissions. The option may be exercised only to cover any over-allotments of common stock.

The underwriters propose to offer the shares of common stock initially at the public offering price on the cover page of this prospectus and to selling group members at that price less a selling concession of $         per share. After the initial public offering the representatives may change the public offering price and concession.

The following table summarizes the compensation and estimated expenses we will pay:

	Per Share		Total
	Without Over- allotment	With Over- allotment	Without Over- allotment	With Over- allotment
Underwriting discounts and commissions paid by us	$	$	$	$
Expenses payable by us	$	$	$	$

The estimated offering expenses payable by us, exclusive of the underwriting discounts and commissions, are approximately $2,658,547. We have agreed to reimburse the underwriters for all expenses and fees related to the review by the Financial Industry Regulatory Authority up to $30,000.

The representatives have informed us that the underwriters do not expect sales to accounts over which the underwriters have discretionary authority to exceed 5% of the shares of common stock being offered.

We, all our directors and officers and the holders of all of our outstanding stock and stock options have agreed that, without the prior written consent of Credit Suisse Securities (USA) LLC and RBC Capital Markets, LLC on behalf of the underwriters, we and they will not, during the period ending 180 days after the effective date of the registration statement of which this prospectus is a part:

• offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or

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indirectly, any shares of common stock or any securities convertible into or exercisable or exchangeable for shares of common stock; or

• enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the common stock.

The restrictions described in the immediately preceding paragraph to do not apply to:

• the sale of shares to the underwriters;

• the issuance by us of shares of common stock upon the exercise of an option or a warrant or the conversion of a security outstanding on the date of this prospectus and disclosed in the prospectus;

• the issuance by us of shares or options to purchase shares of common stock pursuant to our equity plans outstanding on the date of this prospectus and disclosed in the prospectus; provided that the recipients enter into lock-up agreements;

• the filing by us of a registration statement with the SEC on Form S-8 relating to the offering of securities in accordance with the terms of a plan in effect on the date of this prospectus and described in the prospectus;

• the entry by us into an agreement providing for the issuance by us of shares of common stock or any security convertible into or exercisable for shares of common stock in connection with the acquisition by us or our subsidiaries of the securities, business, property or other assets of another person or entity or pursuant to an employee benefit plan assumed by us in connection with such acquisition, and the issuance of any such securities pursuant to any such agreement; provided, that the aggregate number of shares of common stock that we may sell or issue or agree to sell or issue as described in this bullet point shall not exceed 5% of the total number of our shares of common stock issued and outstanding (on an as-converted or as-exercised basis, as the case may be) immediately following the completion of the offering; and provided further, that each recipient of such shares of common stock or securities convertible into or exercisable for common stock shall execute a lock-up agreement;

• transactions by a security holder relating to shares of common stock or other securities acquired in open market transactions after the completion of the offering, provided that no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made in connection with subsequent sales of common stock or other securities acquired in such open market transactions;

• the transfer by a security holder of shares of common stock or any securities convertible into or exercisable or exchangeable for common stock (1) by bona fide gift, (2) by will or intestacy or to any trust for the benefit of such security holder or an immediate family member; (3) as distributions by a trust to its beneficiaries or (4) if the security holder is a corporation, partnership, limited liability company, trust or other business entity (a) to another corporation, partnership, limited liability company, trust or other business entity that is an affiliate of such security holder or (b) distributions of such shares or common stock into any security convertible or exercisable for common stock to limited partners, limited liability company members or stockholders of such security holder; provided that in each case, each transferee, trustee, donee or distributee shall sign and deliver a lock-up agreement and no filing under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of shares of common stock, shall be required or shall be voluntarily made during the lock-up period;

• the transfer by a security holder in connection with the exercise of an option to purchase shares of common stock granted under an employee benefit plan described in this prospectus and outstanding on the date hereof; provided that no filing under Section 16(a) of the Exchange Act reporting a reduction in beneficial ownership of shares of common stock, shall be required or shall be voluntarily made during the lock-up period; or

• the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of common stock, provided that such plan does not provide for the transfer of common stock

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during the lock-up period and no public announcement or filing under the Exchange Act regarding the establishment of such plan shall be required of or voluntarily made by or on behalf of the security holder or us.

In addition, we and each such persons agrees that, without the prior written consent of Credit Suisse Securities (USA) LLC and RBC Capital Markets, LLC on behalf of the underwriters, we or such other person will not, during the period ending 180 days after the effective date of registration statement of which this prospectus is a part, file, make any demand for, or exercise any right with respect to, the registration of any shares of common stock or any security convertible into or exercisable or exchangeable for common stock.

As described below under “Directed Share Program,” any participants in the Directed Share Program shall be subject to a 180-day lock up with respect to any shares sold to them pursuant to that program. This lock up will have similar restrictions and an identical extension provision as the lock-up agreement described above. Any shares sold in the Directed Share Program to our directors or officers shall be subject to the lock-up agreement described above.

Credit Suisse Securities (USA) LLC and RBC Capital Markets, LLC, in their sole discretion, may release the common stock and other securities subject to the lock-up agreements described in the preceding in whole or in part at any time with or without notice; provided, however, that if the release is granted for one of our officers or directors, (i) Credit Suisse Securities (USA) LLC and RBC Capital Markets, LLC, on behalf of the underwriters, agree that at least three business days before the effective date of the release or waiver, Credit Suisse Securities (USA) LLC and RBC Capital Markets, LLC, on behalf of the underwriters, will notify us of the impending release or waiver, and (ii) we are obligated to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. The agreements do not contain any pre-established conditions to the waiver by Credit Suisse Securities (USA) LLC and RBC Capital Markets, LLC on behalf of the underwriters of any terms of the lock-up agreements. Any determination to release shares subject to the lock-up agreements would be based on a number of factors at the time of determination, including but not necessarily limited to the market price of the common stock, the liquidity of the trading market for the common stock, general market conditions, the number of shares proposed to be sold, contractual obligations to release certain shares subject to the lock-up agreements in the event any such shares are released, subject to certain specific limitations and thresholds, and the timing, purpose and terms of the proposed sale.

We have agreed to indemnify the underwriters against certain liabilities under the Securities Act, or contribute to payments that the underwriters may be required to make in that respect.

We have applied to list the shares of common stock on The NASDAQ Global Market under the symbol “BRDR.”

In connection with the offering the underwriters may engage in stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids in accordance with Regulation M under the Exchange Act.

• Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum.

• Over-allotment involves sales by the underwriters of shares in excess of the number of shares the underwriters are obligated to purchase, which creates a syndicate short position. The short position may be either a covered short position or a naked short position. In a covered short position, the number of shares over-allotted by the underwriters is not greater than the number of shares that they may purchase in the over-allotment option. In a naked short position, the number of shares involved is greater than the number of shares in the over-allotment option. The underwriters may close out any covered short position by either exercising their over-allotment option and/or purchasing shares in the open market.

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• Syndicate covering transactions involve purchases of the common stock in the open market after the distribution has been completed in order to cover syndicate short positions. In determining the source of shares to close out the short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase shares through the over-allotment option. If the underwriters sell more shares than could be covered by the over-allotment option, a naked short position, the position can only be closed out by buying shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there could be downward pressure on the price of the shares in the open market after pricing that could adversely affect investors who purchase in the offering.

• Penalty bids permit the representatives to reclaim a selling concession from a syndicate member when the common stock originally sold by the syndicate member is purchased in a stabilizing or syndicate covering transaction to cover syndicate short positions.

These stabilizing transactions, syndicate covering transactions and penalty bids may have the effect of raising or maintaining the market price of our common stock or preventing or retarding a decline in the market price of the common stock. As a result the price of our common stock may be higher than the price that might otherwise exist in the open market. These transactions may be effected on The NASDAQ Global Market or otherwise and, if commenced, may be discontinued at any time.

A prospectus in electronic format will be made available on the web sites maintained by one or more of the underwriters, or selling group members, if any, participating in this offering and one or more of the underwriters participating in this offering may distribute prospectuses electronically. The representatives may agree to allocate a number of shares to underwriters and selling group members for sale to their online brokerage account holders. Internet distributions will be allocated by the underwriters and selling group members that will make internet distributions on the same basis as other allocations.

The underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, principal investment, hedging, financing and brokerage activities. Certain of the underwriters and their respective affiliates have, from time to time, performed, and may in the future perform, various financial advisory and investment banking services for us or our affiliates, for which they received or will receive customary fees and expenses.

Pricing of the Offering

Prior to this offering, there has been no public market for our common stock. The initial public offering price was determined by negotiations between us and the representatives. Among the factors considered in determining the initial public offering price were our future prospects and those of our industry in general, our sales, earnings and certain other financial and operating information in recent periods, and the price-earnings ratios, price-sales ratios, market prices of securities, and certain financial and operating information of companies engaged in activities similar to ours.

Directed Share Program

At our request, the underwriters have reserved up to 250,000 shares of common stock to be issued by us and offered by this prospectus for sale, at the initial public offering price, to directors, officers, employees, business associates and related persons of ours as well as certain family members of such persons. If purchased by these persons, these shares will be subject to a 180-day lock-up restriction. The number of shares of common stock available for sale to the general public will be reduced to the extent these individuals purchase such reserved shares. Any reserved shares that are not so purchased will be offered by the underwriters to the general public on the same basis as the other shares offered by this prospectus.

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Notice to Investors in the European Economic Area

In relation to each Member State of the European Economic Area that has implemented the Prospectus Directive, each, a Relevant Member State, each underwriter represents and agrees that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State, or the Relevant Implementation Date, it has not made and will not make an offer of our common stock to the public in that Relevant Member State prior to the publication of a prospectus in relation to our common stock that has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that it may, with effect from and including the Relevant Implementation Date, make an offer of our common stock to the public in that Relevant Member State at any time:

• to any legal entity which is a qualified investor as defined in the Prospectus Directive;

• to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive) subject to obtaining the prior consent of the manager for any such offer; or

• in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of our common stock shall require the publication by the Issuer or any underwriter of a prospectus pursuant to Article 3 of the Prospectus Directive.

For the purposes of this provision, the expression an “offer to the public” in relation to any shares of our common stock in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and our common stock to be offered so as to enable an investor to decide to purchase or subscribe our common stock, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that Member State and the expression Prospectus Directive means Directive 2003/71/EC and (and amendments thereto, including Directive 2010/73/EU, to the extent implemented in each Relevant Member State) includes any relevant implementing measure in each Relevant Member State.

Notice to Investors in the United Kingdom

Each underwriter:

• has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) in connection with the sale or issue of common stock in circumstances in which section 21 of FSMA does not apply to such underwriter; and

• has complied with, and will comply with all applicable provisions of FSMA with respect to anything done by it in relation to the shares of common stock in, from or otherwise involving the United Kingdom.

This prospectus is directed solely at persons who (i) are outside the United Kingdom or (ii) have professional experience in matters relating to investments or (iii) are persons falling within Article 49(2)(a) to (d) of The Financial Services and Markets Act (Financial Promotion) Order 2005 (all such persons together being referred to as “relevant persons”). This prospectus must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this prospectus relates is available only to relevant persons and will be engaged in with relevant persons only.

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LEGAL MATTERS

The validity of the shares of common stock offered hereby will be passed upon for us by Goodwin Procter LLP, Boston, Massachusetts. Wilson Sonsini Goodrich & Rosati, Professional Corporation, Washington, D.C. is representing the underwriters in connection with this offering.

EXPERTS

The consolidated financial statements as of December 31, 2012 and 2013, and for each of the three years in the period ended December 31, 2013 included in this prospectus, have been so included in reliance on the report of PricewaterhouseCoopers LLP, independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to the shares of common stock offered by this prospectus. The registration statement, including the attached exhibits and schedules, contains additional relevant information about us and our common stock. This prospectus does not contain all of the information set forth in the registration statement and the exhibits and schedules thereto. The rules and regulations of the SEC allow us to omit from this prospectus certain information included in the registration statement.

For further information about us and our common stock, you may inspect a copy of the registration statement and the exhibits and schedules to the registration statement without charge at the offices of the SEC at 100 F Street, N.E., Washington, D.C. 20549. You may obtain copies of all or any part of the registration statement from the Public Reference Section of the SEC, 100 F Street, N.E., Washington, D.C. 20549 upon the payment of the prescribed fees. If a contract or document has been filed as an exhibit to the registration statement, please see a copy of the contract or document that has been filed. Each statement in this prospectus relating to a contract or document filed as an exhibit is qualified in all respects by the filed exhibit. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains a website at www.sec.gov that contains reports, proxy and information statements and other information regarding registrants like us that file electronically with the SEC. You can also inspect our registration statement on this website.

Upon the closing of this offering, we will become subject to the reporting and information requirements of the Exchange Act, and we will file reports, proxy statements and other information with the SEC. These periodic reports, proxy statements and other information will be available for inspection and copying at the SEC’s Public Reference Room and the website of the SEC referred to above. We also maintain a website at www.borderfree.com, at which you may access these materials free of charge as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC. Information contained on, or accessible through, our website is not a part of this prospectus and the inclusion of the website address in this prospectus is an inactive textual reference only.

-131-

BORDERFREE, INC.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

	Page
Report of Independent Registered Public Accounting Firm		F-2
CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Balance Sheets—December 31, 2012 and 2013, and pro forma December  31, 2013 (unaudited)		F-3
Consolidated Statements of Operations—For the years ended December 31, 2011, 2012 and 2013		F-4
Consolidated Statements of Convertible Preferred Stock and Changes in Stockholders’ Deficit—For the years ended December 31, 2011, 2012 and 2013		F-5
Consolidated Statements of Cash Flows—For the years ended December 31, 2011, 2012 and 2013		F-6
Notes to Consolidated Financial Statements		F-7
Schedule II—Valuation and Qualifying Accounts		F-37

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders

of BorderFree, Inc.:

In our opinion, the consolidated financial statements listed in the accompanying index present fairly, in all material respects, the financial position of BorderFree, Inc. and its subsidiaries at December 31, 2013 and 2012, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2013 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule listed in the accompanying index presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. These financial statements and financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and financial statement schedule based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

New York, New York

February 18, 2014, except for the effects of the reverse stock split discussed in Note 11 to the consolidated financial statements, as to which the date is March 10, 2014

F-2

BORDERFREE, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands except par value and share data)

	At December 31,						Pro forma At December 31, 2013
	2012			2013
							(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	27,476		$	43,599		$	43,632
Trade receivables, net of allowances of $72 and $71 at December 31, 2012 and 2013, respectively		15,285			13,785			13,785
Short term receivable from sale of business		877			742			742
Other current assets		4,704			3,332			3,332
Total current assets		48,342			61,458			61,491
Restricted cash and deposits		317			288			288
Employee rights upon retirement funds		1,151			897			897
Receivable from sale of business		1,329			476			476
Property and equipment, net		4,002			7,667			7,667
Goodwill		265			265			265
Intangible assets, net		1,656			1,262			1,262
Total assets	$	57,062		$	72,313		$	72,346
Liabilities, convertible preferred stock and stockholders’ equity (deficit)
Current liabilities:
Trade payables	$	16,317		$	28,508		$	28,508
Deferred revenue		793			1,217			1,217
Current maturity of long term debt		89			32			32
Accrued expenses and other		10,504			12,286			9,623
Total current liabilities		27,703			42,043			39,380
Liability for employee rights upon retirement		1,637			1,454			1,454
Long term debt		46			14			14
Other long term liabilities		187			142			142
Total liabilities		29,573			43,653			40,990
Commitments and contingencies—See Note 9
Convertible preferred stock:
Series A, convertible preferred stock, $0.01 par value; 2,108,107 shares authorized; 1,999,438 shares issued and outstanding as of December 31, 2012 and December 31, 2013; no shares issued and outstanding pro forma at December 31, 2013 (unaudited)		7,004			7,004			—
Series B, convertible preferred stock, $0.01 par value; 2,654,307 shares authorized; 2,413,006 shares issued and outstanding as of December 31, 2012 and 2013; no shares issued and outstanding pro forma at December 31, 2013 (unaudited)		2,573			2,573			—
Series C, convertible preferred stock, $0.01 par value; 14,400,000 shares authorized; 14,089,918 shares issued and outstanding as of December 31, 2012 and December 31, 2013; no shares issued and outstanding pro forma at December 31, 2013 (unaudited)		15,095			15,095			—
Series D, convertible preferred stock, $0.01 par value; 9,500,000 shares authorized; 8,822,063 shares issued and outstanding as of December 31, 2012 and 2013; no shares issued and outstanding pro forma at December 31, 2013 (unaudited)		4,859			4,859			—
Series E, convertible preferred stock, $0.01 par value; 2,942,978 and 2,961,813 shares authorized as of December 31, 2012 and 2013, respectively; 2,942,978 shares issued and outstanding as of December 31, 2012 and December 31, 2013; no shares issued and outstanding pro forma at December 31, 2013 (unaudited)		12,406			12,406			—
Total convertible preferred stock		41,937			41,937			—
Stockholders’ equity (deficit):
Common stock, $0.01 par value; 49,500,000 authorized; 4,199,358 and 4,843,612 shares issued as of December 31, 2012 and December 31, 2013, respectively; 3,959,838 and 4,604,092 outstanding as of December 31, 2012 and December 31, 2013, respectively; 25,716,245 shares issued pro forma and 25,476,725 outstanding pro forma at December 31, 2013 (unaudited)		42			48			257
Additional paid in capital		2,336			4,132			48,523
Notes receivable from stockholders		(452	)		(429	)		—
Treasury stock, at cost		(600	)		(600	)		(600	)
Accumulated deficit		(15,774	)		(16,428	)		(16,824	)
Total stockholders’ equity (deficit)		(14,448	)		(13,277	)		31,356
Total liabilities, convertible preferred stock and stockholders’ equity (deficit)	$	57,062		$	72,313		$	72,346

The accompanying notes to consolidated financial statements are an integral part of these statements.

F-3

BORDERFREE, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands except share and per share data)

	Years Ended December 31,
	2011			2012			2013
Revenue	$	36,793		$	81,384		$	110,457
Operating expenses:
Cost of revenue		23,572			55,632			75,070
Technology and operations		3,943			7,601			9,366
Research and development		3,370			4,545			6,656
Sales and marketing		3,088			5,729			10,028
General and administrative		3,989			6,754			9,567
Total operating expenses		37,962			80,261			110,687
Income (loss) from operations		(1,169	)		1,123			(230	)
Gain from sale of business		6,747			—			—
Interest and other income, net		352			1,205			1,406
Loss on change in fair value of warrants		(128	)		(1,828	)		(1,496	)
Income (loss) before income taxes		5,802			500			(320	)
Provision for income taxes		71			308			334
Net income (loss)		5,731			192			(654	)
Excess consideration paid for convertible preferred stock repurchases		—			(250	)		—
Net income attributable to convertible preferred stock		(5,256	)		—			—
Net income (loss) attributable to common stockholders—basic	$	475		$	(58	)	$	(654	)
Undistributed earnings reallocated from convertible preferred stock		83			—			—
Net income (loss) attributable to common stockholders—diluted	$	558		$	(58	)	$	(654	)
Net income (loss) per share attributable to common stockholders:
Basic	$	0.28		$	(0.02	)	$	(0.15	)
Diluted	$	0.27		$	(0.02	)	$	(0.15	)
Weighted average common shares outstanding:
Basic		1,702,669			3,598,507			4,255,775
Diluted		2,034,388			3,598,507			4,255,775
Pro forma net loss per share attributable to common stockholders (unaudited):
Basic							$	(0.03	)
Diluted							$	(0.03	)
Pro forma weighted average common shares outstanding (unaudited):
Basic								25,128,403
Diluted								25,128,403

The accompanying notes to consolidated financial statements are an integral part of these statements.

F-4

BORDERFREE, INC.

CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND CHANGES IN STOCKHOLDERS’ DEFICIT

(In thousands except share data)

	Series A Convertible Preferred Stock						Series B Convertible Preferred Stock				Series C Convertible Preferred Stock						Series D Convertible Preferred Stock				Series E Convertible Preferred Stock				Common Stock				Additional Paid-in Capital			Notes Receivable from Stockholders			Treasury Stock						Accumulated deficit			Total
	Amount			Shares			Amount		Shares		Amount			Shares			Amount		Shares		Amount		Shares		Amount		Shares								Amount			Shares
Balance at January 1, 2011	$	7,104			2,026,605		$	2,573		2,413,006	$	13,700			13,561,039		$	4,859		8,822,063					$	12		1,196,823	$	1,088					$	(600	)		(239,520	)	$	(21,697	)	$	(21,197	)
Net income																																										5,731			5,731
Exercise of stock options																										16		1,630,229		548		$	(146	)											418
Stock-based compensation																														207															207
Balance at December 31, 2011	$	7,104			2,026,605		$	2,573		2,413,006	$	13,700			13,561,039		$	4,859		8,822,063					$	28		2,827,052	$	1,843		$	(146	)	$	(600	)		(239,520	)	$	(15,966	)	$	(14,841	)
Net income																																										192			192
Issuance of series E convertible preferred stock, net of issuance cost of $94																					$	12,406		2,942,978																					—
Exercise of stock options																										14		1,372,306		420			(301	)											133
Accrued interest on notes																																	(5	)											(5	)
Exercise of warrants												1,445			575,283																														—
Stock-based compensation																														323															323
Repurchase of preferred stock		(100	)		(27,167	)						(50	)		(46,404	)														(250	)														(250	)
Balance at December 31, 2012	$	7,004			1,999,438		$	2,573		2,413,006	$	15,095			14,089,918		$	4,859		8,822,063	$	12,406		2,942,978	$	42		4,199,358	$	2,336		$	(452	)	$	(600	)		(239,520	)	$	(15,774	)	$	(14,448	)
Net loss																																										(654	)		(654	)
Exercise of stock options																										6		644,254		389															395
Accrued interest on notes																																	(5	)											(5	)
Payment of stockholders’ note receivable																																	28												28
Stock-based compensation																														1,407															1,407
Balance at December 31, 2013	$	7,004			1,999,438		$	2,573		2,413,006	$	15,095			14,089,918		$	4,859		8,822,063	$	12,406		2,942,978	$	48		4,843,612	$	4,132		$	(429	)	$	(600	)		(239,520	)	$	(16,428	)	$	(13,277	)

The accompanying notes to consolidated financial statements are an integral part of these statements.

F-5

BORDERFREE, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

	Years Ended December 31,
	2011			2012			2013
Cash flows from operating activities
Net income (loss)	$	5,731		$	192		$	(654	)
Adjustments to reconcile net income to net cash from operating activities:
Stock-based compensation		207			323			1,407
Loss on change in fair value of warrants		128			1,828			1,496
Depreciation and amortization		458			1,444			2,285
Loss (gain) on sale of property and equipment		33			(2	)		—
Loss (gain) on employee rights upon retirement funds		153			(33	)		8
Gain from sale of business		(6,747	)		—			—
Interest income on notes receivable from stockholders		—			(5	)		(5	)
Changes in operating assets and liabilities:
(Increase) decrease in trade receivables		(3,502	)		(7,676	)		1,500
(Increase) decrease in other current assets		(1,376	)		(2,877	)		3,019
Increase in trade payables		5,234			6,398			12,191
Increase in accrued expenses and other		2,389			5,978			88
Increase (decrease) in liability for employee rights upon retirement		—			363			(98	)
Net cash provided by operating activities		2,708			5,933			21,237
Cash flows from investing activities
Restricted cash and deposits		(133	)		(28	)		29
Purchase of property and equipment		(683	)		(1,874	)		(1,603	)
Acquired business		—			(2,000	)		—
Capitalized internal use software		—			(1,680	)		(3,295	)
Increase (decrease) in funds in respect of employee rights upon retirement		(94	)		(219	)		161
Payment for intangible asset		(120	)		(58	)		(81	)
Proceeds from sale of business		1,517			3,025			988
Net cash provided by (used in) investing activities		487			(2,834	)		(3,801	)
Cash flows from financing activities
Issuance of convertible preferred stock, net of issuance costs		—			12,406			—
Deferred offering costs		—			—			(1,647	)
Proceeds from exercise of stock options		418			133			395
Proceeds from exercise of warrants		—			350			—
Repurchase of convertible preferred stock		—			(400	)		—
Repurchase of convertible preferred stock warrants		(32	)		—			—
Payment of stockholder’s note receivable		—			—			28
Proceeds from line of credit		—			2,000			10,000
Repayment of line of credit		—			(2,000	)		(10,000	)
Repayment of long term debt		(727	)		(364	)		—
Payments of capital leases		(54	)		(60	)		(89	)
Net cash provided by (used in) financing activities		(395	)		12,065			(1,313	)
Increase in cash and cash equivalents		2,800			15,164			16,123
Balance of cash and cash equivalents at beginning of period		9,512			12,312			27,476
Balance of cash and cash equivalents at end of period	$	12,312		$	27,476			43,599
Supplemental disclosure of cash flow information
Cash paid for interest	$	100		$	39		$	13
Cash paid for taxes	$	167		$	377		$	451
Property and equipment financed under capital leases	$	188		$	—		$	—
Non-cash capital expenditures	$	62		$	—		$	577

The accompanying notes to consolidated financial statements are an integral part of these statements.

F-6

BORDERFREE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1—Description of Business and Summary of Significant Accounting Policies

Description of Business

Borderfree, Inc. (the “Company” or “Borderfree”), formerly known as FiftyOne, Inc., was incorporated on November 3, 1999 and commenced operations on January 1, 2000. The Company is a market leader in international cross-border ecommerce, operating a proprietary technology and services platform to enable U.S. retailers to transact with international shoppers, which the Company refers to as consumers, in more than 100 countries and territories worldwide. The retailers and brands, which the Company refers to as their customers, that integrate the Company’s solution use the highly scalable Borderfree platform to develop a seamless global ecommerce business across web, mobile and in-store channels. Borderfree manages all aspects of the international shopping experience, including site localization, multi-currency pricing, payment processing, fraud management, landed cost calculation, customs clearance and brokerage, and global logistics services while maintaining the integrity of the Company’s customers’ brand and consumer experience.

During 2012, the Company acquired certain assets of the Canada Post—Borderfree business unit (“CPBF”) of Canada Post Corporation (“Canada Post”) (see Note 2).

Evaluation of Subsequent Events

The Company has evaluated subsequent events that occurred after December 31, 2013 through February 18, 2014, the date on which the consolidated financial statements for the year ended December 31, 2013 were issued (March 10, 2014 as to the effects of the reverse stock split described in Note 11).

Unaudited Pro Forma Information

The unaudited pro forma balance sheet as of December 31, 2013 reflects (i) the conversion of all outstanding shares of the Company’s convertible preferred stock into an aggregate of 20,872,628 shares of common stock which will occur upon the completion of the proposed initial public offering, (ii) the conversion of all outstanding warrants to purchase shares of the Company’s convertible preferred stock into warrants to purchase an aggregate of 226,705 shares of common stock which will occur upon completion of the proposed initial public offering and (iii) the repayment, and/or forgiveness, of notes receivable from stockholders of the Company, which occurred prior to the first public filing of the registration statement for the proposed public offering.

The unaudited pro forma basic and diluted net loss per share has been computed to give effect to the automatic conversion of the Company’s convertible preferred stock into common stock in connection with the initial public offering and potential impact of dilutive securities including outstanding warrants and stock options. The dilutive effect of outstanding warrants and stock options is reflected in pro forma diluted earnings per share using the treasury stock method.

Accounting Principles

The consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”).

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries which include Borderfree Canada, Inc., FiftyOne China, Co., Ltd., Borderfree Research and Development Ltd. (organized in Israel) and Borderfree Limited (organized in Ireland). Intercompany accounts and transactions have been eliminated on consolidation.

F-7

BORDERFREE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1—Description of Business and Summary of Significant Accounting Policies (Continued)

Use of Estimates in Preparation of the Financial Statements

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities; the disclosure of contingent assets and liabilities at the dates of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods. Significant estimates and assumptions made by management include the determination of the receivable related to the sale of the Global Settlements Services (“GSS”) business (see Note 14), fair value of stock options, valuation of goodwill and intangible assets, useful lives associated with depreciation and amortization of intangible assets, warrant liability, certain components of the income tax provisions, including valuation allowances on the Company’s deferred tax assets, and accruals for refunds and chargebacks. The Company bases estimates and assumptions on historical experience and on various other factors that it believes to be reasonable under the circumstances. The Company evaluates its estimates and assumptions on an ongoing basis. Actual results could vary from those estimates.

Functional Currency and Translation

The functional currency of the Company and its subsidiaries is the U.S. dollar (“dollar”).

Transactions and balances originally denominated in dollars are presented at their original amounts. Balances in non-dollar currencies are translated into dollars using historical and current exchange rates for non-monetary and monetary balances, respectively. For non-dollar transactions reflected in the statements of operations, the average exchange rates during the period are used. Depreciation, amortization and other changes deriving from non-monetary items are based on historical exchange rates. The resulting transaction gains or losses are recorded within interest and other income, net, on the consolidated statements of operations.

The transaction gains and losses for the years ended December 31, 2011, 2012 and 2013 were not significant.

Cash and Cash Equivalents

The Company considers all highly-liquid investments, which include short term bank deposits with original maturities of less than three months that are not restricted to withdrawal or use, to be cash equivalents. Cash amounts held in foreign bank accounts amounted to $1.9 million and $2.1 million at December 31, 2012 and 2013, respectively. The majority of cash and cash equivalents held in domestic and foreign bank accounts are in excess of government deposit insurance.

Restricted cash and deposits represent amounts held as collateral for a long term lease and as collateral for credit.

Trade Receivables and Allowance for Doubtful Accounts

Trade receivables are carried at their original invoice amounts less an allowance for doubtful accounts based on estimated losses resulting from the inability or unwillingness of customers to make required payments. The Company determines the allowance for doubtful accounts by considering a number of factors, including the length of time trade receivables are past due, its previous loss history, the customer’s current ability to pay its obligation and the condition of the general economy and the industry as a whole. Unanticipated events and circumstances may occur that affect the accuracy or validity of such assumptions, estimates or actual results.

F-8

BORDERFREE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1—Description of Business and Summary of Significant Accounting Policies (Continued)

Employee Rights Upon Retirement

The Company is obligated to make pension and severance liability contributions for the benefit of certain Israeli employees based on labor laws in Israel, subject to certain conditions. The Company’s liability is fully provided for by regular deposits to funds administered by financial institutions and by an accrual for the amount of the liability which has not yet been deposited.

Pension and severance expenses for the years ended December 31, 2011, 2012 and 2013 were $0.4 million, $0.5 million, and $0.7 million, respectively.

Property and Equipment

Property and equipment are recorded at cost. Depreciation expense is calculated using the straight-line method over the estimated useful lives of the assets less estimated residual value, if any.

Estimated useful lives for property and equipment are as follows: (1) computer and peripheral equipment, three to five years; (2) furniture and office equipment, five to sixteen years; and (3) leasehold improvements, over the term of the lease or expected useful life of the improvement, whichever is shorter.

Repairs and maintenance costs are expensed as incurred; major renewals or betterments are capitalized.

Internal Use Software

The Company accounts for the cost of computer software developed for internal use by capitalizing qualifying costs which are incurred during the development stage. Capitalized internal use software is included in property and equipment, net and is amortized straight-line over the expected period of benefit, which is three years, beginning when the software is ready for its intended use. Amortization expense related to capitalized internal use software costs is included in technology and operations.

Acquisitions

Acquired businesses are accounted for using the acquisition method of accounting which requires, among other things, that assets acquired and liabilities assumed be recognized at their fair values as of the acquisition date. Related transaction costs are expensed as incurred. Any excess of the purchase price over the assigned values of the net assets acquired is recorded as goodwill.

Goodwill, Long-Lived Intangible Assets and Impairment

Goodwill represents the excess of the cost of net assets acquired in business combinations over the fair value of the identifiable tangible and intangible assets acquired and liabilities assumed in a business combination. As of December 31, 2013, the Company has a single reporting unit. Goodwill is not amortized. As required under GAAP, goodwill and indefinite-lived intangibles are reviewed for impairment annually, for the Company as of October 1, or more frequently whenever events or changes indicate that the carrying value of an asset may not be recoverable. These events or circumstances could include, but are not limited to, a significant change in the business climate, legal factors, operating performance indicators, competition, or sale or disposition of significant assets. The testing of goodwill and indefinite-lived intangible assets for impairment involves significant use of judgment and assumptions in the determination of fair market value.

F-9

BORDERFREE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1—Description of Business and Summary of Significant Accounting Policies (Continued)

In September 2011, the Financial Accounting Standards Board (“FASB”) issued accounting guidance that allows an entity to first assess qualitative factors to determine whether it is necessary to perform the two-step quantitative impairment testing of goodwill. The Company adopted this newly issued authoritative guidance effective January 1, 2012. Among the factors included in the qualitative assessment were general economic conditions and the competitive environment, actual and expected financial performance, including consideration of the Company’s revenue growth and improved operating results year-over-year, forward-looking business measurements, external market conditions and other relevant entity-specific events. Based on the results of the qualitative assessment, the Company concluded that performance of the two-step quantitative impairment test was not necessary. The goodwill on the balance sheet is related to the 2012 acquisition of CPBF. There were no impairments of goodwill in any of the periods presented in the consolidated financial statements.

Long-lived assets include property and equipment and long-lived amortizable intangible assets, such as customer relationships, technology, patent rights costs and intellectual property license. The Company amortizes customer relationships and technology over their estimated useful lives, which range from one to eight years, based on the pattern over which the Company expects to consume the economic benefit of each asset, which in general reflects the expected cash flow from each asset. The Company amortizes patent rights costs and intellectual property license over their useful lives, which range from four to twenty years, on a straight-line basis, as the pattern of consumption of the economic benefit of the asset cannot be reliably determined. The Company evaluates long-lived assets for recoverability whenever events or changes in circumstances indicate that their carrying values may not be recoverable. Factors that the Company considers in deciding when to perform an impairment review include significant underperformance of the business in relation to expectations, significant negative industry or economic trends, and significant changes or planned changes in the use of assets. To evaluate a long-lived asset for recoverability, the Company compares forecasts of undiscounted cash flows expected to result from the use and eventual disposition of the long-lived asset to its carrying value.

If the carrying value exceeds the sum of the expected undiscounted cash flows, an impairment loss on the long-lived asset to be held and used is recognized based on the excess of the asset’s carrying value over its fair value, determined based on discounted cash flows. Long-lived assets to be disposed of are reported at the lower of carrying value or fair value less cost to sell. There were no impairments of long-lived assets or amortizable intangible assets in any of the periods presented in the consolidated financial statements.

Operating and Capital Leases

The Company leases furniture and computer equipment under capital lease agreements. Assets acquired under capital leases are amortized over the shorter of the remaining lease term or estimated useful life net of any residual value. The Company leases office facilities under operating lease agreements.

Revenue Recognition

Revenue is recognized when the following conditions are satisfied: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred, title has transferred or services are rendered; (3) price is fixed or determinable; and (4) collectability is reasonably assured.

The Company derives revenue from transactions with its customers and through separate arrangements with the consumers who shop the Company’s customers’ websites.

Global ecommerce services revenue includes a fee paid to the Company by their customers based on a percentage of their customer’s total gross international sales revenue processed through the Company’s platform,

F-10

BORDERFREE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1—Description of Business and Summary of Significant Accounting Policies (Continued)

as well as a fee paid by the consumer related to foreign exchange and other transactional services, including parcel protection.

Fulfillment services revenue is paid by the consumer for international shipping, handling and other global logistics services.

Multi-currency services revenue includes a fee earned from customers who utilized the Company’s foreign exchange settlement solution (see Note 14).

Revenue derived from the Company’s customers is recognized upon the completion of the agreed upon service to the customer, which occurs upon the shipment of the parcel from the Company’s third-party hub facilities to the consumer. Revenue related to fulfillment services, foreign exchange and other transactional services, including parcel protection, is recognized upon delivery when the risk of loss is transferred to the consumer.

The Company evaluates whether it is appropriate to record revenue on a gross or net basis. When making this evaluation, the Company considers if it is primarily obligated in a transaction, is subject to inventory risk with respect to markdowns and obsolescence, and has latitude in establishing prices or selecting suppliers, among other factors. When several, but not all of these indicators are not present, revenue is recorded on a net basis. With the exception of fulfillment services revenue, the Company records all revenue on a net basis. The Company entered into new fulfillment arrangements with their logistic providers during the first quarter of 2011. Pursuant to these arrangements, the Company acts as the primary obligor to the consumer and the Company has latitude in establishing pricing and selecting suppliers, among other factors. As a result, the Company began reporting fulfillment services revenue and fulfillment costs on a gross basis during the first quarter of 2011.

The Company evaluates transactions with customers and consumers for multi-element arrangements and determined that there is a single unit of accounting for transactions with the Company’s customers as well as the separate transactions with the consumers. Revenue is therefore recorded upon the final deliverable being satisfied with the customer or consumer.

Billings received in advance for services are deferred and recognized as revenue when the conditions noted above are satisfied.

When a consumer returns their purchase to the Company’s customer, the Company typically refunds certain ecommerce fees related to foreign exchange services to the consumer. Reserves for such refunds are recorded at the time of sale based upon historical experience. Ecommerce fees paid to the Company based on a percentage of customer sales generated through the Company’s platform are generally not refunded to the Company’s customer. Ecommerce fees related to parcel protection are not refunded. Fulfillment costs are typically paid for by the consumer in the event of a return or exchange and are not refunded by the Company.

The following table summarizes revenue by type of service (in thousands):

	Year Ended December 31,
	2011		2012		2013
Global ecommerce services	$	16,590	$	35,044	$	53,268
Fulfillment services		16,882		46,340		57,189
Multi-currency services		3,321		—		—
Revenue	$	36,793	$	81,384	$	110,457

F-11

BORDERFREE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1—Description of Business and Summary of Significant Accounting Policies (Continued)

No individual customer accounted for more than 10% of revenue for the years ended December 31, 2011, 2012 and 2013. The Company’s top 10 customers accounted for approximately 63% of global ecommerce revenue for the years ended December 31, 2011 and 2012 and 58% for the year ended December 31, 2013.

Cost of Revenue

Cost of revenue consists primarily of fulfillment costs, as well as payment processing costs, transaction processing personnel salaries and benefits (fraud prevention, logistics and client service), foreign exchange gain (loss), depreciation expenses for hardware, allocated overhead, and allowances related to consumer fraud, chargebacks, parcel losses and other consumer service costs. Fulfillment costs and payment processing costs are driven by the sales generated by the Company’s customers using the Borderfree platform and the related gross merchandise volume. Specifically, fulfillment costs include international shipping, handling and other costs associated with delivering global logistics services. Payment processing costs include fees paid to credit card and other payment providers for processing consumer payments. Foreign exchange gain (loss) relates to expenses associated with managing the conversion of foreign denominated currencies into dollars. The Company assumes the customer’s risk of loss and incurs direct costs related to consumer fraud, chargebacks, parcel losses and other consumer service costs. These costs are provided for at the same time the related revenue is recognized based on historical experience. The Company does not record revenue for the retail value of the customer’s products sold.

Research and Development

Research and development expenses consist primarily of personnel and related expenses for the Company’s product development and research and development staff including salaries, benefits, bonuses and stock-based compensation; the cost of certain third-party contractors; and depreciation expenses for hardware and allocated overhead.

Research and development costs, excluding qualifying costs which are capitalized, are charged to expense as incurred.

Advertising

Advertising costs are charged to expense as incurred and approximated $0.2 million, $0.5 million and $0.3 million for the years ended December 31, 2011, 2012 and 2013, respectively.

Fair Value of Financial Instruments

The carrying amounts of the Company’s financial instruments, including cash, cash equivalents, trade receivables and payables, and credit facility, approximate fair value, due to their short maturities or the fact that the interest rate of the revolving credit facility is based upon current market rates. The receivable from the sale of the Global Settlement Service business (see Note 14) was initially recorded based on estimated fair value and management does not believe that changes to the underlying assumptions used since March 2011 would result in a material change to fair value on the remaining balance as of the balance sheet dates.

The fair value framework under the FASB guidance requires the categorization of assets and liabilities into three levels based upon the assumptions used to measure the assets or liabilities. Level 1 provides the most reliable measure of fair value, whereas Level 3, if applicable, generally would require significant management judgment. The three levels for categorizing assets and liabilities under the fair value measurement requirements are as follows:

• Level 1: Fair value measurement of the asset or liability using observable inputs such as quoted prices in active markets for identical assets or liabilities;

F-12

BORDERFREE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1—Description of Business and Summary of Significant Accounting Policies (Continued)

• Level 2: Fair value measurement of the asset or liability using inputs other than quoted prices that are observable for the applicable asset or liability, either directly or indirectly, such as quoted prices for similar (as opposed to identical) assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active; and

• Level 3: Fair value measurement of the asset or liability using unobservable inputs that reflect the Company’s own assumptions regarding the applicable asset or liability.

During the years ended December 31, 2012 and 2013 there were no transfers between the assets and liabilities categorized as Level 1, Level 2 and Level 3.

The following table summarizes those assets and liabilities measured at fair value on a recurring basis as of December 31 (in thousands):

	2012
	Total		Level 1		Level 2		Level 3
Assets:
Forward currency contracts	$	26	$	—	$	26	$	—
	$	26	$	—	$	26	$	—
Liabilities:
Warrant liabilities	$	1,167	$	—	$	—	$	1,167
Forward currency contracts		17		—		17		—
	$	1,184	$	—	$	17	$	1,167

	2013
	Total		Level 1		Level 2		Level 3
Liabilities:
Warrant liabilities	$	2,663	$	—	$	—	$	2,663

The following table reflects the activity for the Company’s classes of liabilities measured at fair value using Level 3 inputs (in thousands):

Balance at January 1, 2012	$	434
Loss on change in fair value of warrants		1,828
Exercise of warrants		(1,095	)
Balance as of December 31, 2012	$	1,167
Loss on change in fair value of warrants		1,496
Balance as of December 31, 2013	$	2,663

Beginning in 2012, the Company began using a methodology for estimating the fair value of the warrant liabilities based on an allocation of the total equity fair value to the various classes of securities in the Company’s equity structure. This method provides an estimate of fair value based upon the equity holders’ respective share of the value of a series of call options on the equity. The value of the call option is determined using the Black Scholes option pricing model, based on the fair value of the underlying equity and other assumptions. These

F-13

BORDERFREE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1—Description of Business and Summary of Significant Accounting Policies (Continued)

included at December 31, 2012 and 2013 expected volatility of 35.0% and 37.5%, respectively, a risk free interest rate of 0.2% and 0.4%, respectively, time to maturity based upon an expected future liquidity event of one year and no expected dividend yield. While the Company believes these estimates are reasonable, the fair value could be different if a higher expected volatility was used, or if the expected dividend yield increased.

The estimated fair value of certain financial instruments, including cash and cash equivalents and current liabilities, are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments.

Forward Currency Contracts

Forward currency contracts are recognized as assets or liabilities and are measured at fair value.

Gains and losses on forward currency contracts that are hedging forecasted transactions or cash flows, that are to be received or paid in multiple currencies, are recognized in cost of revenue as they are deemed not to be effective hedges. Open contracts are marked to market based upon the current forward contract rate at the end of each period.

Gains and losses on forward currency contracts for the years ended December 31, 2011, 2012 and 2013 were not significant. There were no open contracts as of December 31, 2013.

Income Taxes

The Company is subject to income taxes in both the United States and various foreign jurisdictions. As a global taxpayer, significant judgments and estimates are required in determining the provision for income taxes on earnings. Income tax expense, deferred tax assets and liabilities, and reserves for unrecognized tax benefits reflect management’s best assessment of estimated future taxes to be paid.

The Company uses the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to the differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and to operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted statutory tax rates expected to apply in the years in which the differences are expected to be recovered and settled. The effect on deferred taxes due to a change in tax rates is recognized in income tax expense in the period that includes the enactment date. Deferred tax assets are recognized only when it is probable that such assets will be utilized in the future against taxable income, and reduced by a valuation allowance to the extent the Company believes a portion will not be realized.

The Company considers many factors when assessing the likelihood of future realization of deferred tax assets, including the cumulative earnings experience and expectations of future taxable income, the carry forward periods available to the Company for tax reporting purposes and other relevant factors. In evaluating the ability to recover deferred tax assets, the Company considered available positive and negative evidence, giving greater weight to recent cumulative losses, and lesser weight to projected financial results due to the challenges of forecasting future periods. Due to the uncertainty surrounding the Company’s ability to recognize the reversal of temporary differences, the Company determined that such deferred tax assets are not more-likely-than-not realizable, thus a full valuation allowance has been established.

F-14

BORDERFREE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1—Description of Business and Summary of Significant Accounting Policies (Continued)

The Company recognizes benefits associated with an uncertain tax position in its financial statements on the basis of a two-step process whereby (1) the Company determines, based on the technical merits of the position, it is more-likely-than-not that the tax position will be sustainable upon audit and (2) those tax positions that meet the more-likely-than-not threshold are recognized at the largest amount of tax benefit that is greater than 50 percent likely to be realized upon ultimate settlement with the related tax authority. This involves the identification of potential uncertain tax positions and the evaluation of tax law and an assessment of whether a liability for each uncertain tax position is necessary. When applicable, the Company records interest expense and penalties on uncertain tax positions as part of income tax expense. There are no uncertain tax positions as of December 31, 2012 and 2013.

The Company files income tax returns in the U.S. federal jurisdiction and various states and foreign jurisdictions.

At December 31, 2013, the Company had federal net operating loss carryforwards of $8.8 million and state net operating loss carryforwards of $6.2 million. The federal and state net operating loss carryforwards are subject to limitations of the Internal Revenue Code and applicable state tax law. If not utilized, a portion of the federal and state net operating loss carryforwards will begin to expire in 2025.

As of December 31, 2012 and December 31, 2013, there are no ongoing federal, state or local examinations.

Stock-based Compensation

The fair value of each option granted from various stock option and grant plans was estimated on the date of grant using the Black-Scholes option pricing model. Using this model, fair value is calculated based on assumptions with respect to (1) expected volatility, (2) the expected term of the award, which for options is the period of time over which employees and directors are expected to hold their options prior to exercise, (3) expected dividend yield, (4) a risk-free interest rate and (5) estimated fair value of the underlying equity instrument.

In determining the fair value of stock-based awards, the Company used the average volatility of similar publicly traded companies to determine the expected volatility. The expected term of options has been determined using the simplified method which uses the midpoint between the vesting date and the end of the contractual term. The expected term of options for the years ended December 31, 2011, 2012 and 2013 was 6.25 years. The expected dividend yield is zero as the Company has never paid dividends and does not currently anticipate paying any in the foreseeable future. The risk-free interest rate for periods within the expected life of an award, as applicable, is based on quoted U.S. Treasury rates for securities with maturities approximating the expected term.

These assumptions represent our best estimates, based on management’s judgment and subjective future expectations. These estimates involve inherent uncertainties. If any of the assumptions used in the model change significantly, stock-based compensation recorded for future awards may differ materially from that recorded for awards granted previously.

Once the Company has determined the estimated fair value of stock-based awards, the Company recognizes the portion of that value that is ultimately expected to vest, taking estimated forfeitures into account. This amount is recognized as an expense over the vesting period of the award using the accelerated method based on the multiple-option award approach. The Company estimates forfeitures based upon historical experience and, at each period, review the estimated forfeiture rate and make changes as factors affecting the forfeiture rate

F-15

BORDERFREE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1—Description of Business and Summary of Significant Accounting Policies (Continued)

calculations and assumptions change. If our actual forfeiture rate is materially less than the estimate, our stock-based compensation expense could be significantly understated from what we have recorded in the current period and we may be required to record additional expense.

Warrants

Warrants that are exercisable into the Company’s convertible preferred stock are treated as liabilities and are marked to fair value at each balance sheet date. The fair value of each warrant issued by the Company was determined by using the Black-Scholes option pricing model. The corresponding warrant liability is recorded within current liabilities as the warrants are fully vested. The change in the liability for the warrants is reflected in the consolidated statements of operations.

Warrants that are exercisable into the Company’s common stock have been classified in additional paid-in capital within stockholders’ deficit.

Treasury Stock

Treasury stock is presented as a reduction of stockholders’ deficit at the amount paid by the Company to repurchase common stock.

Net income (loss) Per Share

The Company follows the two-class method when computing net income (loss) per share as the Company has issued shares that meet the definition of participating securities. The two-class method determines net income (loss) per share for each class of common stock and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires income available to common stockholders for the period to be allocated between common stock and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed.

The Company’s convertible preferred stock contractually entitle the holders of such shares to participate in dividends, but do not contractually require the holders of such shares to participate in losses of the Company. Accordingly, the two-class method does not apply for periods in which the Company reports a net loss or a net loss attributable to common stockholders resulting from dividends, accretion or modifications to its convertible preferred stock. The Company reported a net loss attributable to common stockholders for the years ended December 31, 2012 and 2013.

Basic net income (loss) per share attributable to common stockholders is computed by dividing the net income (loss) attributable to common stockholders by the weighted average number of common shares outstanding for the period. Diluted net income (loss) attributable to common stockholders is computed by adjusting net income (loss) attributable to common stockholders to reallocate undistributed earnings based on the potential impact of dilutive securities, including outstanding common stock options, convertible preferred stock and warrants to purchase common stock and convertible preferred stock. Diluted net income (loss) per share attributable to common stockholders is computed by dividing the diluted net income (loss) attributable to common stockholders by the weighted average number of common shares, including potential dilutive common shares assuming the dilutive effect of outstanding common stock options, convertible preferred stock and warrants to purchase common stock and convertible preferred stock. For periods in which the Company has reported net losses, diluted net loss per common share attributable to common stockholders is the same as basic net loss per common share attributable to common stockholders, since dilutive common shares are not assumed

F-16

BORDERFREE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1—Description of Business and Summary of Significant Accounting Policies (Continued)

to have been issued if their effect is anti-dilutive. Diluted net loss per common share attributable to common stockholders is the same as basic net loss per common share attributable to common stockholders for the years ended December 31, 2012 and 2013.

Segment Data

The Company identifies operating segments as components of an entity for which discrete financial information is available and is regularly reviewed by the chief operating decision maker, or decision-making group, in making decisions regarding resource allocation and performance assessment. The Company defines the term “chief operating decision maker” to be its chief executive officer. The Company has determined it operates in one operating segment and one reportable segment, international cross-border ecommerce, as its chief operating decision maker reviews financial information presented on only a consolidated basis for purposes of allocating resources and evaluating financial performance.

Comprehensive Income (Loss)

Comprehensive income (loss) includes certain changes in stockholders’ deficit that are excluded from net income (loss) such as cumulative foreign currency translation adjustments and unrealized gains or losses on marketable securities. The Company’s net income (loss) equals comprehensive income (loss) for the years ended December 31, 2011, 2012 and 2013.

Recently Issued Accounting Pronouncements

In July 2012, the FASB issued accounting guidance on the testing of indefinite-lived intangible assets for impairment. The guidance allows entities to first perform a qualitative assessment to determine the likelihood of impairment for an indefinite-lived intangible asset and whether it is necessary to perform the quantitative impairment assessment currently required. The new accounting rules were effective for the Company on January 1, 2013 and did not have a material effect on the Company’s financial condition or results of operations.

In February 2013, the FASB issued accounting guidance on the reporting of reclassification out of accumulated other comprehensive income. The guidance requires an entity to present, either on the face of the statement where net income is presented or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income if the amount is reclassified to net income in its entirety in the same reporting period. For other amounts not required to be reclassified in their entirety to net income in the same reporting period, a cross reference to other disclosures that provide additional detail about the reclassification amount is required. The new accounting rules were effective for the Company on January 1, 2013 and did not have a material effect on the Company’s financial condition or results of operations.

In July 2013, the FASB issued accounting guidance requiring an unrecognized tax benefit to be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss or tax credit carryforward, except for instances when the carryforward is not available to settle any additional income taxes and an entity does not intend to use the deferred tax benefit for these purposes. In these circumstances, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. The new accounting rules will be effective for the Company on January 1, 2014 and are not expected to have a material impact on the Company’s financial condition or results of operations.

The Company has implemented all new accounting pronouncements that are in effect and that may impact its consolidated financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

F-17

BORDERFREE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1—Description of Business and Summary of Significant Accounting Policies (Continued)

Other

The consolidated statements of cash flows for the year ended December 31, 2013 includes $1.1 million of deferred offering costs related to the Company’s potential initial public offering as cash used in financing activities. This had previously been reported for the nine months ended September 30, 2013 as a decrease to cash provided by operating activities. There was no impact to the Company’s year to date cash flows and the Company concluded that the correction was not material to the consolidated financial statements for the nine months ended September 30, 2013.

Note 2—Acquisition

On March 1, 2012, the Company acquired certain assets of CPBF for $2.0 million in cash. The transaction has been accounted for as a purchase of a business. The acquisition of CPBF expanded the Company’s customer base and resulting sales volumes, and further optimized the Company’s fulfillment process by leveraging the infrastructure, service levels and cost structure of Canada Post’s logistics model. The acquired assets, after adjustments to reflect fair market values assigned to assets purchased from CPBF, have been included in the Company’s consolidated financial statements from the date of acquisition. Since the date of acquisition, CPBF had revenue of approximately $5.9 million for the year ended December 31, 2012. Pro forma information has not been provided, as the impact to prior periods is immaterial.

The following table summarizes the fair values of the assets acquired as of the date of the acquisition and the amounts assigned to goodwill and intangible asset classifications (in thousands):

Property and equipment	$	65
Goodwill		265
Amortizable intangible assets		1,670
Total assets acquired	$	2,000

The amounts assigned to goodwill and major intangible asset classifications, all of which are tax deductible, for the CPBF acquisition are as follows (in thousands):

			Amortization Period (Years)
Goodwill	$	265		N/A
Customer relationships		1,180		8.0
Technology		490		1.0
	$	1,935

Goodwill recorded in connection with the acquisition was primarily attributable to the acquired workforce and the synergies expected to arise when the business is combined with the Company’s operations.

F-18

BORDERFREE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 3—Trade Receivables

Trade receivables, net of allowances of $72 thousand and $71 thousand at December 31, 2012 and 2013, respectively, consisted of the following (in thousands):

	At December 31,
	2012		2013
Consumers	$	709	$	—
Credit Cards		3,749		5,727
Merchants		10,827		8,058
	$	15,285	$	13,785

Note 4—Other Current Assets

Other current assets consisted of the following (in thousands):

	At December 31,
	2012		2013
Advance payments to payment processors	$	3,876	$	431
Other		828		2,901
	$	4,704	$	3,332

Note 5—Property and Equipment

Property and equipment consisted of the following (in thousands):

	At December 31,
	2012			2013
Computer and peripheral equipment	$	3,773		$	5,097
Internal use software		1,680			5,325
Furniture and office equipment		709			1,040
Leasehold improvement		381			556
Total property and equipment		6,543			12,018
Less: Accumulated depreciation and amortization		(2,541	)		(4,351	)
Property and equipment, net	$	4,002		$	7,667

Depreciation expense, which includes amortization of assets under capital leases and software development costs, for the years ended December 31, 2011, 2012 and 2013 was $0.3 million, $0.8 million and $1.8 million, respectively. Amortization expense of software development costs for the years ended December 31, 2011, 2012 and 2013 was $0, $0.1 million and $0.7 million, respectively.

Note 6—Goodwill and Intangibles

The gross carrying amount of goodwill as of December 31, 2012 and 2013 is $0.3 million and is related to the acquisition in Note 2.

F-19

BORDERFREE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 6—Goodwill and Intangibles (Continued)

The following table provides the gross carrying amount, accumulated amortization and net carrying amount for each major class of long-lived amortizable intangible assets (dollars in thousands):

			At December 31,
			2012							2013
	Average Life (years)		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Patents		10	$	752	$	(234	)	$	518	$	752	$	(338	)	$	414
Customer relationships		8		1,180		(205	)		975		1,261		(413	)		848
Technology		1		490		(327	)		163		490		(490	)		—
Total intangible assets			$	2,422	$	(766	)	$	1,656	$	2,503	$	(1,241	)	$	1,262

Amortization expense corresponding to the long-lived amortizable intangible assets for the years ended December 31, 2011, 2012 and 2013, was $0.1 million, $0.6 million and $0.5 million, respectively.

The estimated aggregate amortization expense for each of the next five years and thereafter will approximate $0.3 million in 2014, $0.3 million in 2015, $0.2 million in 2016, $0.2 million in 2017, $0.1 million in 2018 and $0.1 million thereafter.

In April 2010, DE Technologies, Inc. filed in U.S. District Court, Eastern District of Texas, an action against the Company and other defendants alleging that certain of its services infringed on DE Technologies’ process patents which claimed to cover several global e-commerce aspects, including, extending the ecommerce operations of merchants into markets outside the United States.

In December 2010, the Company and DE Technologies entered into a settlement and patent licensing agreement whereby the Company was granted a non-exclusive, world-wide, royalty-free license to practice and use, or otherwise operate certain portions of the licensed intellectual property of DE Technologies under certain conditions. Under the terms of the agreement, the lawsuit previously filed was dismissed, and the Company paid $0.5 million as a licensing fee for the use of the patent and intellectual property. The Company paid an additional $0.2 million licensing fee due in three installments over an 18 month period ending June 30, 2012. The agreement also obligates the Company to an additional contingent payment of $0.2 million if the Company imports into the United States goods from certain foreign destinations. The Company has concluded that the likelihood of this contingent payment being incurred is only reasonably possible, and has therefore not accrued any additional liabilities as of December 31, 2013.

The Company allocated the payments between intangible assets and litigation expense based on the residual value method. The Company performed a discounted cash flow analysis of the future cash flows derived from the use of the intellectual property license. The fair value calculated of the intellectual property license exceeded the value of the payments resulting in the entire amount being recognized as an intangible asset.

An intangible asset of $0.7 million was capitalized by the Company in 2010 and is being amortized over a useful life of seven years, consistent with the term of the licensing agreement.

F-20

BORDERFREE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 7—Accrued Expenses and Other

Accrued expenses and other consisted of the following (in thousands):

	At December 31,
	2012		2013
Fulfillment, duty and VAT costs	$	5,549	$	3,573
Compensation		2,900		2,873
Warrant liability		1,167		2,663
Other		888		3,177
	$	10,504	$	12,286

Note 8—Long Term Debt and Revolving Credit Facility

Long term debt is summarized as follows (in thousands):

	At December 31,
	2012			2013
Lease commitments—See Note 9	$	135		$	46
Current maturities of lease commitment		(89	)		(32	)
Long term debt	$	46		$	14

In September 2009, the Company entered into a loan and security agreement (“credit facility”) with Silicon Valley Bank (“SVB”) that provided up to $2.0 million aggregate principal amount of term loan borrowings and accrued interest at a fixed rate of 8%. The principal and interest with respect to such term loan borrowings was payable ratably over a 33 month period and the term loan borrowings matured in June 2012.

In October 2010, the credit facility was amended to provide for up to $5.0 million aggregate principal amount of revolver borrowings. Interest on such revolver borrowings accrued at a rate of SVB’s prime rate plus 1%. The credit facility was amended in May 2011 to increase the maximum aggregate principal amount of revolver borrowings to $8.0 million.

The credit facility was further amended in March 2012 to provide for $6.0 million aggregate principal amount of revolver borrowings and $3.0 million for letters of credit and foreign exchange sublimit reserves.

On April 18, 2013, the Company amended and restated the credit facility. Pursuant to the amended and restated credit facility the Company can incur revolver borrowings up to the lesser of $12.0 million and a borrowing base equal to 80% of eligible accounts receivable. In addition, the Company has a $6.0 million non-formula based availability during the fourth quarter retail holiday season. Any outstanding borrowings must be repaid at the April 26, 2014 maturity. Interest accrues at a floating rate equal to SVB’s prime rate plus 1.0% and is payable monthly. There were no revolver borrowings and there was $1.6 million letters of credit and foreign exchange sub-limit reserves outstanding as of December 31, 2013.

Interest expense for the years ended December 31, 2011, 2012 and 2013 was $0.1 million, $0.1 million and $13 thousand, respectively.

As of December 31, 2013, the Company was in compliance with the terms and covenants of the credit facility. Financial covenants include maintenance of an adjusted quick ratio, defined as the ratio of current assets

F-21

BORDERFREE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 8—Long Term Debt and Revolving Credit Facility (Continued)

to current liabilities minus the current portion of deferred revenue, of at least 1.25 to 1.00 and a minimum net income. On October 29, 2013, the Company and SVB modified the terms of the credit facility to adjust the financial covenant requirements for future quarters to levels that are aligned with the Company’s operating and financial targets. The Company’s obligations under the credit facility are secured by substantially all of the Company’s assets.

Note 9—Commitments and Contingencies

The Company leases all of its office space under non-cancellable operating lease agreements. These leases generally have initial periods of three to seven years and contain provisions for renewal options, sublease and payment of real estate taxes and common area charges. The Company also leases vehicles and certain furniture and equipment. Rent expense for all operating leases, net of sublease rental income, for the years ended December 31, 2011, 2012 and 2013, was $0.7 million, $1.0 million and $0.9 million, respectively.

Aggregate future minimum lease payments for operating leases at December 31, 2013 are $1.2 million in 2014, $1.2 million in 2015, $1.2 million in 2016, $1.1 million in 2017, $1.2 million in 2018 and $2.4 million thereafter.

In January 2011, the Company entered into three year capital lease agreements for the purchase of computer hardware and infrastructure for a new offsite data recovery center. The total value of the computer hardware and infrastructure which remains the property of the Company upon termination is approximately $0.1 million.

During 2012, the Company entered into a sublease related to a certain operating lease. The Company recognized sublease income of $0.1 million and $0.3 million in 2012 and 2013, respectively. Future minimum lease payments for operating leases of $8.3 million have been reduced by future minimum sublease rental income of approximately $0.5 million.

Capital lease obligations are as follows (in thousands):

	At December 31,
	2012			2013
Gross capital lease obligations	$	152		$	49
Less: imputed interest		(17	)		(3	)
Present value of net minimum lease payments		135			46
Less: current portion of capital lease obligation		(89	)		(32	)
Total long term capital lease obligations	$	46		$	14

Minimum payments under current capital leases for the next five years are as follows: $32 thousand in 2014, $14 thousand in 2015, $0 thereafter.

Included in the consolidated balance sheet at December 31, 2013 under property and equipment are costs and accumulated depreciation subject to capitalized leases of $0.3 million and $0.2 million, respectively. Included in the consolidated balance sheet at December 31, 2012 under property and equipment are costs and accumulated depreciation subject to capitalized leases of $0.3 million and $0.1 million, respectively.

The capitalized leases carry interest rates of 1.48% and 0.83% and mature in 2014 and 2015, respectively.

F-22

BORDERFREE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 9—Commitments and Contingencies (Continued)

The Company is subject to various claims, charges, disputes and litigation that have arisen in the ordinary course of business. Although there can be no assurance in this regard, the Company does not believe these other matters will have a material adverse effect on the Company’s results of operations, cash flows or its financial condition.

Note 10—Convertible Preferred Stock

The Company issued 2,026,605 shares of Series A convertible preferred stock (“Series A Preferred Stock”) in September 2000, issued 2,413,006 shares of Series B convertible preferred stock (“Series B Preferred Stock”) in July 2002, issued a total of 13,561,039 shares of Series C convertible preferred stock (“Series C Preferred Stock”) in December 2003 and May 2004, issued 8,822,063 shares of Series D convertible preferred stock (“Series D Preferred Stock”) in April 2010 and issued 2,942,978 shares of Series E convertible preferred stock (“Series E Preferred Stock”) in June 2012 (collectively, “Preferred Stock”). The Preferred Stock has a $0.01 par value.

The Company repurchased a portion of the Series A Preferred Stock and a portion of the Series C Preferred Stock for an aggregate purchase price of $0.4 million in February 2012.

Preferred Stock consisted of the following shares:

	At December 31,				At December 31, 2012 and 2013
	2012		2013
	Authorized		Authorized		Issued and outstanding
Series A		2,108,107		2,108,107		1,999,438
Series B		2,654,307		2,654,307		2,413,006
Series C		14,400,000		14,400,000		14,089,918
Series D		9,500,000		9,500,000		8,822,063
Series E		2,942,978		2,961,813		2,942,978
		31,605,392		31,624,227		30,267,403

The Preferred Stock converts to common stock at a rate of 1-to-0.599 except for Series A Preferred Stock which converts to common stock at a rate of 1-to-1.973.

Preferred Stock Warrants

On October 12, 2000, the Company issued to J.P. Morgan Partners (BHCA), L.P. (formerly known as CCP Overseas Equity Partners I. L.P.) a warrant to purchase 81,502 shares of the Company’s Series A Preferred Stock at a purchase price of $3.68 per share, upon specific terms and conditions. These warrants were subsequently repurchased by the Company in 2011.

On May 27, 2003, the Company issued to Plenus Technologies Ltd. a warrant to purchase 575,283 shares of the Company’s Series C Preferred Stock for an aggregate investment of $0.4 million, upon specific terms and conditions. On May 12, 2012, the warrants were exercised in full.

On September 17, 2009, the Company issued to SVB a warrant to purchase up to aggregate 139,212 shares of the Company’s Series C Preferred Stock, at a purchase price of $1.08 per share. The warrant expires on September 16, 2019.

On October 19, 2010, the Company issued to SVB a warrant to purchase up to aggregate 220,552 shares of the Company’s Series D Preferred Stock, at a purchase price of $0.57 per share. The warrant expires on October 19, 2020.

F-23

BORDERFREE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 10—Convertible Preferred Stock (Continued)

On March 29, 2012, the Company issued to SVB a warrant to purchase up to aggregate 18,835 shares of the Company’s Series E Preferred Stock, at a purchase price of $4.25 per share. The warrant expires on March 28, 2022.

With respect to each of the SVB warrants, SVB may exercise the warrants or, from time to time, convert the warrants, in whole or in part, into the number of shares as specified in the respective agreements. The number of shares to be purchased and the exercise price of the respective warrant is subject to adjustment in the case of stock dividends or other distributions on shares of stock or any other equity or equity equivalent securities payable in shares of stock, stock splits, stock combinations, reclassifications or similar events affecting the stock. In addition, in the event of an acquisition, merger, consolidation or other reorganization event in which the Company’s shares are converted or exchanged for securities, cash or other property, an initial public offering, or the Company sells, leases, licenses, assigns, transfers, conveys or otherwise disposes of all or substantially all of its assets, then following such event, SVB will be entitled to receive upon exercise of the warrants the same kind and amount of securities they would have received had they exercised the warrants immediately prior to such transaction. If SVB elects not to exercise the warrant, the warrant will expire upon closing of such transaction. Upon the closing of any transaction other than those disclosed, the successor entity shall assume the obligations under the warrants.

The Company recorded a stock warrant liability of $1.2 million and $2.6 million at December 31, 2012 and 2013 respectively, related to the Preferred Stock warrants issued to SVB mentioned above.

Voting Rights

Each share of Preferred Stock shall be entitled to the number of votes equal to the number of shares of common stock into which such share of Preferred Stock could be converted and shall vote with the common stock as a single class. Each share of common stock is entitled to one vote.

Dividends

Distributions made by the Company shall be paid first as a return of capital to the holders of Preferred Stock in accordance with the applicable liquidation preferences. After the invested capital is returned to the holders of the Preferred Stock, distributions shall be made to the holders of Preferred Stock and common stock on a pro rata basis in proportion to the number of shares held by each holder, assuming conversion of the Series A, B, C and D Preferred Stock into common stock. The Preferred Stock is not subject to cumulative dividends.

Conversion

The Preferred Stock is convertible at the option of the holders into common stock of the Company. Each share of Preferred Stock shall be convertible, without payment of additional consideration by the holder and according to its will, into such number of fully paid and non-assessable common stock as is determined by dividing the adjusted original issue price by the conversion price applicable to such share.

Each share of Preferred Stock will be automatically converted based on its conversion ratio into shares of common stock upon the earlier of the occurrence of a qualified Initial Public Offering, as defined, or the date specified by written consent or written agreement of at least a majority of the outstanding Preferred Stock.

Liquidation Preference

In the event of any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, including a Deemed Liquidation event, the holders of the then outstanding Preferred Stock shall be

F-24

BORDERFREE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 10—Convertible Preferred Stock (Continued)

entitled, before any payment is made to the holders of common stock, to receive an amount per share equal to $4.25 for Series E Preferred Stock, $0.57 for Series D Preferred Stock, $1.08 for Series C Preferred Stock, $1.08 for Series B Preferred Stock and from $2.72 to $3.68 for Series A Preferred Stock (each, the “Liquidation Preference”) plus all declared but unpaid dividends. In the event that the assets to be distributed are not sufficient to permit payment in full of such liquidation payments, the entire assets of the Company will be distributed to the holders of the convertible preferred stock beginning with the holders of Series E Preferred Stock and followed by the holders of Series D Preferred Stock, Series C Preferred Stock, Series B Preferred Stock and Series A Preferred Stock, in that order. In the event that the remaining assets to be distributed are not sufficient to permit payment in full to the holders of a specific series of convertible preferred stock, the remaining assets will be distributed ratably to those holders of the specific series of convertible preferred stock. After the holders of the then outstanding Preferred Stock have been paid in full their liquidation payments, the remaining assets of the Company shall be distributed to the holders of the Preferred Stock and common stock on a pro rata basis in proportion to the number of shares held by each holder, assuming the conversion of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock into common stock. In the event of an acquisition or asset transfer, the holders of Preferred Stock shall be entitled to the distribution of proceeds equal to the greater of the Liquidation Preference or the consideration the holders would receive in a liquidation event had they exercised their conversion privilege immediately prior to such acquisition or asset transfer.

As a Deemed Liquidation event under these provisions, which includes certain transactions including change in control, is not solely within the control of the Company, Preferred Stock has been classified as temporary equity.

Note 11—Common Stock, Stockholders’ Deficit and Stock Plans

Holders of common stock are entitled to one vote per share. Holders of common stock are not entitled to receive dividends unless declared by the board of directors. The voting, dividend and liquidation rights of the holders of common stock are subject to and qualified by the rights and preferences of the holders of Preferred Stock. No dividends have been declared through December 31, 2013. The common stock has a $0.01 par value.

Common stock consisted of the following shares:

	At December 31, 2012						At December 31, 2013
	Authorized		Issued		Outstanding		Authorized		Issued		Outstanding
Common stock		49,500,000		4,199,358		3,959,838		49,500,000		4,843,612		4,604,092

Option Plans

The Company’s 2011 Stock Option and Grant Plan (the “2011 Plan”) was approved by the board of directors and the Company’s stockholders on October 31, 2011 and was most recently amended in June 2013. The Company has reserved an aggregate of 7,610,968 shares of common stock for the issuance of options and other equity awards under the 2011 Plan. This number is subject to adjustment in the event of a stock split, stock dividend or other change in the Company’s capitalization. Effective upon the closing of the anticipated initial public offering, the board of directors has determined not to grant any further awards under the 2011 Plan.

The Company’s U.S. Share Option Plan (the “U.S. Plan”) was approved by the board of directors in August 2001 and was subsequently approved by the Company’s stockholders. The U.S. Plan was most recently amended in December 2010. The Company has reserved an aggregate of 4,758,041 shares of common stock for the issuance of options under the U.S. Plan. This number is subject to adjustment in the event of a stock split, stock

F-25

BORDERFREE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 11—Common Stock, Stockholders’ Deficit and Stock Plans (Continued)

dividend or other change in the Company’s capitalization. The Company has not made any grants under the U.S. Plan since the adoption of the 2011 Plan and the Company does not plan to make any further awards under the U.S. Plan.

The U.S. Plan permits the Company to make grants of incentive stock options and non-qualified stock options to the Company’s employees, directors, consultants and contractors. The shares underlying options granted under the U.S. Plan that terminate, expire or otherwise cease to exist are added to the shares of common stock available for issuance under the U.S. Plan

The Company’s Israeli Share Option Plan (the “Israeli Plan”) was approved by the board of directors in September 2001. The Israeli Plan was most recently amended in July 2006. The Company has reserved an aggregate of 1,856,287 shares of common stock for the issuance of options and other equity awards under the Israeli Plan. This number is subject to adjustment in the event of a stock split, stock dividend or other change in the Company’s capitalization. The Company has not made any grants under the Israeli Plan since it terminated in July 2011 and does not plan to make any further awards under the Israeli Plan.

Common Stock Warrants

On March 29, 2002, the Company issued to Paymentech L.P. warrants to purchase 78,086 shares of the Company’s common stock at a purchase price of $1.22 per share. The vesting and the ability to exercise these warrants was contingent upon performance based criteria which Paymentech L.P. did not meet. Accordingly the Company has not recognized any warrant expense or liability as of December 31, 2011 and 2012 related to these warrants. These warrants expired on March 29, 2012.

On April 1, 2004, the Company issued to American Friend of Tmura, Inc. as a donation, a warrant to purchase up to aggregate 32,076 shares of the Company’s common stock, at a purchase price of par value per share. This warrant is exercisable upon the closing of a Sale Event, as defined in the warrant, or the closing of an initial public offering. This warrant shall expire on the earlier of the closing of a Sale Event or one year following the closing of an initial public offering.

Stock Options

The fair value of the outstanding options granted during 2011, 2012 and 2013 was $0.3 million, $0.9 million and $4.1 million, respectively. Options granted under the Borderfree, Inc. 2011 Plan expire ten years after the date of grant and are granted at an exercise price of not less than 100% of the fair market value at the date of grant. Substantially all options currently outstanding vest over a period of four years. There have been no options granted with performance-based vesting.

The assumptions used to determine the fair value of stock options granted are as follows:

	Year ended December 31,
	2011			2012			2013
Dividend yield		0	%		0	%		0	%
Expected volatility		80.00	%		50.00	%		49.00	%
Risk-free interest rate		1.60	%		0.87	%		1.84	%
Expected term—in years		6.25			6.25			6.25

F-26

BORDERFREE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 11—Common Stock, Stockholders’ Deficit and Stock Plans (Continued)

The following table contains additional information with respect to options outstanding and exercisable at December 31, 2013:

Options outstanding						Options exercisable
Exercise   prices	Number of options outstanding		Remaining weighted average life			Number of options exercisable		Remaining weighted average life
$0.28		1,322,734		5.08			1,251,898		4.98
0.38		308,057		8.03			217,080		8.03
0.48		17,964		(0.27	)		17,964		(0.27	)
0.50		26,785		5.53			26,786		5.53
2.17		438,910		8.75			168,717		8.75
6.71		655,103		9.44			83,466		9.44
8.30		147,360		9.74			—		—
10.50		275,438		9.93			414		9.93
		3,192,351					1,766,325

The following table summarizes employee non-vested stock option activity for the year ended December 31, 2013:

	Number of options			Weighted average grant date fair value
Non-vested options outstanding at January 1, 2013		1,170,207		$	0.75
Granted		1,131,793			3.81
Vested		(540,012	)		1.04
Forfeited		(335,962	)		1.30
Non-vested options outstanding at December 31, 2013		1,426,026		$	2.94

At December 31, 2013, there was $2.6 million of total unrecognized compensation cost related to non-vested stock options, net of estimated forfeitures, which is expected to be recognized over a weighted average period of 3.51 years.

Stock-based compensation expense for the Company’s stock options under the equity incentive plan included in the consolidated statements of operations is as follows (in thousands):

	Years Ended December 31,
	2011		2012		2013
Cost of revenue	$	—	$	—	$	8
Technology and operations		45		60		210
Research and development		22		55		350
Sales and marketing		25		101		469
General and administrative		115		107		370
Total stock-based compensation expense	$	207	$	323	$	1,407

F-27

BORDERFREE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 11—Common Stock, Stockholders’ Deficit and Stock Plans (Continued)

A summary of the Company’s stock options as of December 31, 2012 and 2013, and changes during the year then ended are presented below:

Employees:	2012					2013
	Number of options			Weighted- average exercise price		Number of options			Weighted- average exercise price
Outstanding at January 1		3,675,575		$	0.33		3,079,217		$	0.78
Changes during the year:
Granted		1,102,913			1.69		1,131,793			7.85
Exercised		(1,372,306	)		0.33		(644,254	)		0.58
Expired / Forfeited		(326,965	)		0.37		(374,405	)		2.64
Outstanding at December 31		3,079,217			0.78		3,192,351			3.13
Options exercisable at December 31		1,909,010		$	0.35		1,766,325		$	0.78

The weighted average remaining contractual life at December 31, 2011, 2012 and 2013 for options outstanding was approximately 6.18 years, 6.34 years and 7.00 years, respectively. The weighted average remaining contractual life at December 31, 2011, 2012 and 2013 for options exercisable was approximately 5.01 years, 4.61 years and 5.24 years, respectively.

At December 31, 2011, the aggregate intrinsic values of stock options outstanding and exercisable for employees were $0.3 million and $0.2 million, respectively. At December 31, 2012, the aggregate intrinsic values of stock options outstanding and exercisable for employees were $14.2 million and $9.4 million, respectively. At December 31, 2013, the aggregate intrinsic values of stock options outstanding and exercisable for employees were $34.5 million and $23.3 million, respectively.

There were no stock options outstanding or exercisable related to non-employees during the years ended December 31, 2012 and 2013.

The intrinsic value for stock options is calculated based on the exercise price of the underlying awards and the calculated fair value of such awards as of each respective period-end date. The total intrinsic value of options exercised by employees approximated $0, $0.6 million and $0.4 million for the years ended December 31, 2011, 2012 and 2013, respectively.

Prior to December 2002, we issued 969,161 shares of our common stock, 815,095 options for common stock and 2,413,006 shares of our Series B preferred stock prior to receiving all of the required corporate approvals. Of the 815,095 options for common stock, 185,745 were exercised prior to January 1, 2011 and 118,500 were outstanding as of January 1, 2011. An additional 15,037 and 64,840 were exercised and cancelled during 2011 and 20,359 were cancelled during 2012. The remaining 18,263 outstanding options as of December 31, 2012 were exercised in February of 2013. In order to resolve any uncertainty regarding the validity of these shares, during 2013 stockholders holding these shares have exchanged them for an equivalent number of identical shares of our common stock and Series B preferred stock, as applicable. The holders of these shares have the same rights and preferences as the corresponding shares described in this note, and the Company has had the ability to remediate these matters, but was previously unaware of the uncertainty. The Company has at all times treated these shares as issued and outstanding. All of these issued and outstanding shares of common stock and all of these issued and outstanding shares of Series B Preferred Stock have been exchanged for an equivalent number of identical shares of our common stock and Series B preferred stock, as applicable.

F-28

BORDERFREE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 11—Common Stock, Stockholders’ Deficit and Stock Plans (Continued)

On June 10, 2013, the Company amended the 2011 Plan such that the total number of shares of Common Stock reserved for issuance increased from 6,614,329 to 7,610,968 and granted options to purchase 709,005 shares of common stock to employees at an exercise price of $6.71 per share and which vest over four years.

Reverse Stock Split

On March 7, 2014, the Company’s board of directors approved a 1-for-1.67 reverse stock split of the Company’s common stock. The reverse stock split became effective on March 10, 2014. Upon the effectiveness of the reverse stock split, (i) every 1.67 shares of outstanding common stock was decreased to one share of common stock, (ii) the number of shares of common stock into which each outstanding warrant or option to purchase common stock is exercisable was proportionally decreased, (iii) the exercise price of each outstanding warrant or option to purchase common stock was proportionately increased, and (iv) the conversion ratio for each share of preferred stock outstanding was proportionately reduced. Unless otherwise indicated, all of the share numbers, share prices and exercise prices in these financial statements have been adjusted, on a retroactive basis, to reflect this 1-for-1.67 reverse stock split.

Other (unaudited)

In March 2014, the compensation committee of the Company’s board of directors approved stock option grants covering a total of 399,876 shares to certain employees and directors, to be effective immediately following the effectiveness of the registration statement of which this prospectus is a part. The exercise price of the option grants will be equal to the price to the public set forth on the cover page of this prospectus. Of these awards, stock option grants covering a total of 255,087 shares were issued to named executive officers, including the Company’s chief executive officer. Additionally, the Company’s board of directors adopted the 2014 Stock Option and Incentive Plan under which 1,920,000 shares of common stock are reserved for future issuance to be effective immediately following the effectiveness of the Registration Statement.

Note 12—Income Taxes

The components of U.S. and foreign income (loss) before income taxes were as follows (in thousands):

	Year Ended December 31,
	2011		2012		2013
United States	$	5,503	$	51	$	(775	)
Foreign		299		449		455
Total	$	5,802	$	500	$	(320	)

The provision for income taxes is as follows (in thousands):

	Year Ended December 31,
	2011		2012		2013
Current provision
Federal	$	58	$	165	$	53
State		13		19		78
Foreign		—		124		203
Total		71		308		334

F-29

BORDERFREE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 12—Income Taxes (Continued)

	Year Ended December 31,
	2011		2012		2013
Deferred provision
Federal		—		—		—
State		—		—		—
Foreign		—		—		—
Total		—		—		—
Provision for income taxes	$	71	$	308	$	334

The differences between the U.S. federal statutory income tax rate to the Company’s effective tax rate are as follows (in thousands):

	Year Ended December 31,
	2011			2012			2013
Income tax expense (benefit) at federal statutory rate	$	1,973		$	170		$	(108	)
State and local income taxes, net of federal tax benefit		9			12			61
Nondeductible items		3			11			30
Stock-based compensation		73			103			404
Loss on change in fair value of warrants		144			632			508
Foreign rate differential		(102	)		(28	)		49
Prior year true-ups		—			(25	)		66
Change in valuation allowance		(2,029	)		(517	)		(600	)
Other		—			(50	)		(76	)
Provision for income taxes	$	71		$	308		$	334

Net deferred tax assets (liabilities) consist of the following (in thousands):

	At December 31,
	2012			2013
Deferred tax assets:
Net operating loss carryforwards	$	4,471		$	3,344
Accrued expenses and other		635			521
Credit carryforward		165			211
Total deferred tax assets		5,271			4,076
Less: Valuation allowance		(4,352	)		(3,897	)
Deferred tax assets, net of valuation allowance		919			179
Deferred tax liabilities:
Gain on sale of business		(712	)		(96	)
Property and equipment		(207	)		(100	)
Other		—			17
Total deferred tax liabilities		(919	)		(179	)
Net deferred tax assets	$	—		$	—

F-30

BORDERFREE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 12—Income Taxes (Continued)

A valuation allowance has been recognized at December 31, 2011, 2012 and 2013 to fully offset the deferred tax assets, as it has been determined that it is more likely than not that all of the deferred tax assets may not be realized. Management assesses the available positive and negative evidence to estimate if sufficient future taxable income will be generated to use the existing deferred tax assets. A significant piece of objective negative evidence evaluated was the cumulative loss incurred, after adjustments for non-recurring items, over the three-year period ended December 31, 2013. Such objective evidence limits the ability to consider other subjective evidence such as projections for future growth. On the basis of this evaluation, as of December 31, 2013, a valuation allowance of $3.9 million has been recorded. The Company intends to maintain the valuation allowance until sufficient positive evidence exists to support reversal of some or all of the valuation allowance.

At December 31, 2013, the Company had federal net operating loss carryforwards of $8.8 million and state net operating loss carryforwards of $6.2 million. The federal and state net operating loss carryforwards are subject to limitations of the Internal Revenue Code and applicable state tax law. If not utilized, a portion of the federal and state net operating loss carryforwards will begin to expire in 2025.

The Company evaluated all potential uncertain tax positions and identified no significant uncertain tax positions at December 31, 2011, 2012 and 2013. The Company’s total unrecognized tax benefits that, if recognized, would affect its effective tax rate were $0 as of December 31, 2011, 2012 and 2013. The Company has not accrued any interest or penalties as of December 31, 2011, 2012 and 2013. The Company expects that the amount of unrecognized tax benefits will not change within the next 12 months.

The Company’s policy with respect to undistributed foreign subsidiaries earnings is to consider those earnings to be indefinitely reinvested and, accordingly, no related provision for U.S. federal and state income taxes has been provided. Upon distribution of those earnings’ in the form of dividends or otherwise, the Company may be subject to both U.S. income taxes (subject to an adjustment for foreign tax credits) and withholding taxes in the various countries. As of December 31, 2013, the undistributed earnings approximated $1.0 million. The determination of the future tax consequences of the remittance of these earnings is not practicable.

The Company files income tax returns in the U.S. federal jurisdiction and various states and foreign jurisdictions. As of December 31, 2013, the Company’s federal income tax returns for the years ended 2010 through the current period and most state and foreign income tax returns for the years ended 2009 through the current period are still open to examination. In addition, all of the net operating losses and research and development credit carryforwards that may be utilized in future years are still subject to examination. The Company is not currently subject to U.S. federal, state and local, or non-U.S. income tax examinations by any tax authorities.

Note 13—Financial Instruments and Risk Management

General

The Company is exposed to risks from changes in foreign exchange rates due to the nature of its business (see Note 1). Forward currency contracts are utilized by the Company to reduce those risks.

F-31

BORDERFREE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 13—Financial Instruments and Risk Management (Continued)

Foreign Exchange Risk Management

The Company is holding at December 31, 2012 and 2013 multi-currency cash valued in U.S. dollars as follows (in thousands):

	At December 31,
	2012		2013
Israeli new shekels	$	1,028	$	748
Japanese yen		211		32
Canadian dollar		202		1,072
Euro		185		147
Pounds sterling		100		13
Australian dollar		63		70
Chinese renminbi		37		38
Other		35		10
	$	1,861	$	2,130

The Company enters into foreign forward exchange and option contracts in order to protect the Company from the risk that the fair value of existing receivables, payables and the cash flows resulting from firm or anticipated transactions of services, will be affected by changes in exchange rates. The term of all contracts is less than one year.

The amounts of the forward contracts relating to foreign currency to receive in U.S. dollars, pounds sterling, Canadian dollars, Australian dollars, euros, Japanese yen and Hong Kong dollars as of December 31, 2012 were as follows (in thousands):

	Currency to receive
Currency to pay	U.S. dollar		Australian dollar		Euro		Pounds sterling		Canadian dollar		Japanese yen		Hong Kong dollar
U.S. dollar	$	—	$	546	$	284	$	252	$	214	$	130	$	35
Australian dollar		1,450		—		—		—		—		—		—
Canadian dollar		823		—		—		—		—		—		—
Japanese yen		325		—		—		—		—		—		—
Pounds sterling		284		—		—		—		—		—		—
Euro		284		—		—		—		—		—		—
Hong Kong dollar		57		—		—		—		—		—		—
Singapore dollar		8		—		—		—		—		—		—
Total	$	3,231	$	546	$	284	$	252	$	214	$	130	$	35

There were no open contracts as of December 31, 2013. The related assets and liabilities associated with the forward contracts are included within other current assets and accrued expenses and other, respectively.

Note 14—Sale of Global Settlement Services Business

In March 2011, the Company entered into a definitive agreement with Cambridge Mercantile Corp. (“Cambridge”) to transfer its GSS. The term of the agreement is indefinite, with certain termination rights, for cause and for convenience, for both parties. The transaction was closed in August 2011.

F-32

BORDERFREE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 14—Sale of Global Settlement Services Business (Continued)

Under the provisions of the agreement the Company transferred its GSS business and customers to Cambridge and is granting Cambridge a non-exclusive license to use the Company’s GSS Software and U.S. Patents and an exclusive right to the E4X Trademark solely for the purposes of operating the GSS business. The licensed rights are non-sublicensable and non-transferable. The Company retained all ownership and other rights not specifically granted.

In consideration for transferring the GSS business and providing the license, the Company will receive a monthly cash payment based on a percentage of the earned gross revenue of the GSS business as follows; 100% in year 1, 60% in year 2, 40% in year 3 and year 4, 20% in year 5 and 10% thereafter. The agreement also provides Cambridge the right for a one-time buyout, beginning on the fourth year of the agreement, of certain future royalty payment obligations. In addition the Company is providing outsourced services to Cambridge, at cost, for certain administrative and technology support.

The Company has estimated the fair value of the transaction based upon the projected discounted cash flows expected to be received by the Company during the expected royalty period. The projected cash flows were based on historical experience and adjusted by management for known or expected changes. In addition, the Company allocated the total estimated value to its various components based on their relative fair values. These components consist of a sale of the GSS business with a resulting gain and corresponding receivable of $6.7 million recognized in 2011, and an ongoing market based royalty fee and outsourcing services fee that are recognized in the statement of operations as “Interest and other income net” when earned. The company has not recorded the sale as a discontinued operation due to significant continuing involvement.

The receivable from the sale of GSS is as follows (in thousands):

	At December 31,
	2012		2013
Short term receivable from sale of business	$	877	$	742
Receivable from sale of business—non-current		1,329		476
Total receivable from sale of business	$	2,206	$	1,218

Note 15—Employee Benefit Plan

The Company is part of a multiple employer defined contribution plan (the “Plan”). Under the Plan, eligible employees may contribute 1% to 100% of their eligible compensation not to exceed the limit of elective deferrals as defined by the applicable regulations. The Plan provides for a discretionary match of an eligible employee’s compensation and is subject to a five year vesting schedule.

Effective January 1, 2013, the Company withdrew from the Plan and established the Borderfree, Inc. 401(k) Plan, formerly the FiftyOne, Inc. 401(k) Plan. Company contributions for the years ended December 31, 2011, 2012 and 2013 were $0, $0 and $0.1 million, respectively.

Note 16—Related Parties

Notes receivable from stockholders include full recourse promissory notes issued in conjunction with the exercise of options by certain Company executives and a member of the board of directors. The notes bear interest rates at 1.17% and 1.19% compounded annually. Accrued interest and principal are due and payable

F-33

BORDERFREE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 16—Related Parties (Continued)

upon the earlier of the termination of the employees, sale of the corresponding shares, the maturity of the notes or preceding the effective date of the Company’s filing of a registration statement under the Securities Act of 1933. Company executives repaid $28 thousand of the notes receivable from stockholders in April 2013. The notes have a term of seven years. Notes receivable from stockholders and related accrued interest totaled $0.4 million at December 31, 2013. On February 14, 2014, the Company forgave notes receivable from stockholders and related accrued interest totaling $0.4 million for certain Company executives. On February 14, 2014, a member of the board of directors repaid the full amount of principal and related accrued interest related to a note receivable from stockholder totaling $33 thousand. As of February 14, 2014, all outstanding principal and accrued interest related to the notes receivable from stockholders have been forgiven or paid off.

Note 17—Net Income (Loss) Per Share

Basic and diluted net income (loss) per share attributable to common stockholders was calculated as follows for the years ended December 31, 2011, 2012 and 2013 (in thousands, except share and per share data):

	Years Ended December 31,
	2011			2012			2013
Numerator:
Net income (loss)	$	5,731		$	192		$	(654	)
Excess consideration paid for convertible preferred stock repurchases		—			(250	)		—
Net income attributable to convertible preferred stock		(5,256	)		—			—
Net income (loss) attributable to common stockholders—basic	$	475		$	(58	)	$	(654	)
Undistributed earnings reallocated from convertible preferred stock		83			—			—
Net income (loss) attributable to common stockholders—diluted	$	558		$	(58	)	$	(654	)
Denominator:
Weighted average common shares outstanding:
Basic		1,702,669			3,598,507			4,255,775
Effect of potentially dilutive securities:
Options to purchase shares of common stock		301,170			—			—
Warrants to purchase shares of common stock		30,549			—			—
Diluted		2,034,388			3,598,507			4,255,775
Net income (loss) per share attributable to common stockholders:
Basic	$	0.28		$	(0.02	)	$	(0.15	)
Diluted	$	0.27		$	(0.02	)	$	(0.15	)
Anti-dilutive shares excluded from diluted EPS computation:
Common stock options		2,115,085			3,079,217			3,192,351
Common stock warrants		—			32,076			32,076
Convertible preferred stock		18,849,266			20,872,628			20,872,628
Convertible preferred stock warrants		559,908			226,705			226,705

F-34

BORDERFREE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 17—Net Income (Loss) Per Share (Continued)

Unaudited Pro Forma Net Loss Per Share

Pro forma basic and diluted net loss per share was calculated as follows (in thousands, except per share data):

	Year Ended December 31, 2013
Basic pro forma net loss per share attributable to common stockholders:
Numerator:
Pro forma net loss attributable to common stockholders	$	(654)
Denominator:
Weighted average common shares outstanding used in computing per share amounts		4,255,775
Conversion of convertible preferred stock		20,872,628
Pro forma weighted average common shares outstanding used in computing per share amounts		25,128,403
Pro forma basic net loss per share	$	(0.03	)
Diluted pro forma net loss per share attributable to common stockholders:
Numerator:
Pro forma net loss attributable to common stockholders	$	(654	)
Denominator:
Weighted average shares outstanding used in computing per share amounts		4,255,775
Conversion of convertible preferred stock		20,872,628
Pro forma weighted average common shares outstanding used in computing per share amounts		25,128,403
Pro forma diluted net loss per share	$	(0.03	)
Anti-dilutive shares excluded from diluted pro forma EPS computation:
Common stock options		3,192,351
Common stock warrants		32,076
Convertible preferred stock warrants		226,705

Note 18—Segment Reporting and Geographic Data

The Company has determined that it operates in one reportable segment, which is international cross-border ecommerce (see Note 1). Revenue by country or geographic region is based upon the country of the consumer.

F-35

BORDERFREE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 18—Segment Reporting and Geographic Data (Continued)

The following table summarizes revenue by country or geographic region (in thousands):

	Year Ended December 31,
	2011		2012		2013
Canada	$	9,830	$	20,920	$	34,306
Australia		8,001		18,028		17,624
Europe, Middle East and Africa		9,862		25,137		35,864
Asia-Pacific		3,822		12,486		17,044
Rest of World		5,278		4,813		5,619
Revenue	$	36,793	$	81,384	$	110,457

Canada accounted for 27%, 26%, and 31% of total revenue for the years ended December 31, 2011, 2012 and 2013, respectively. Australia accounted for 22%, 22% and 16% of total revenue for the years ended December 31, 2011, 2012 and 2013, respectively. No other individual foreign country accounted for more than 10% of the Company’s revenue during these periods. $3.3 million of revenue related to multi-currency services mainly generated in the U.S. is included in Rest of World for the year ended December 31, 2011.

All of the Company’s trade receivables are due from customers located in the United States. No individual customer accounted for more than 10% of the Company’s trade receivables at December 31, 2012 and 2013.

All significant long-lived assets are located in the United States.

F-36

SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS

Activity in allowance accounts related to accounts receivable and deferred tax assets consisted of the following (in thousands):

	Balance at beginning of year		Charged to operations		Deductions			Balance at end of year
Year ended December 31, 2011:
Accounts receivable allowances	$	—		55		(32	)	$	23
Refunds, chargebacks, parcel losses and other consumer service costs	$	120		476		(523	)	$	73
Deferred tax asset valuation allowance	$	7,900		—		(2,517	)	$	5,383
Year ended December 31, 2012
Accounts receivable allowances	$	23		83		(34	)	$	72
Refunds, chargebacks, parcel losses and other consumer service costs	$	73		1,890		(1,561	)	$	402
Deferred tax asset valuation allowance	$	5,383		—		(1,031	)	$	4,352
Year ended December 31, 2013
Accounts receivable allowances	$	72		2		(3	)	$	71
Refunds chargebacks, parcel losses and other consumer service costs	$	402		2,637		(2,455	)	$	584
Deferred tax asset valuation allowance	$	4,352		—		(455	)	$	3,897

F-37

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution.

Estimated expenses, other than underwriting discounts and commissions, payable by the Registrant in connection with the sale of the common stock being registered under this registration statement are as follows:

	Amount Paid or to be Paid
SEC registration fee	$	11,850
FINRA filing fee		11,438
Listing fee		125,000
Printing and engraving expenses		235,000
Legal fees and expenses		1,260,000
Accounting fees and expenses		750,000
Blue Sky fees and expenses (including legal fees)		10,000
Transfer agent and registrar fees and expenses		6,000
Miscellaneous		249,259
Total	$	2,658,547

Item 14. Indemnification of Directors and Officers.

On completion of this offering, the Registrant’s certificate of incorporation will contain provisions that eliminate, to the maximum extent permitted by the General Corporation Law of the State of Delaware, the personal liability of the Registrant’s directors and executive officers for monetary damages for breach of their fiduciary duties as directors or officers. The Registrant’s certificate of incorporation and bylaws will provide that the Registrant must indemnify its directors and executive officers and may indemnify its employees and other agents to the fullest extent permitted by the General Corporation Law of the State of Delaware.

Sections 145 and 102(b)(7) of the General Corporation Law of the State of Delaware provide that a corporation may indemnify any person made a party to an action by reason of the fact that he or she was a director, executive officer, employee or agent of the corporation or is or was serving at the request of a corporation against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action if he or she acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful, except that, in the case of an action by or in right of the corporation, no indemnification may generally be made in respect of any claim as to which such person is adjudged to be liable to the corporation.

The Registrant has entered into indemnification agreements with its directors and executive officers, in addition to the indemnification provided for in its certificate of incorporation and bylaws to be effective upon completion of this offering, and intends to enter into indemnification agreements with any new directors and executive officers in the future.

The Registrant has purchased and intend to maintain insurance on behalf of each person who is or was a director or officer of the Registrant against any loss arising from any claim asserted against him or her and incurred by him or her in any such capacity, subject to certain exclusions.

The Underwriting Agreement (Exhibit 1.1 hereto) provides for indemnification by the underwriters of the Registrant and its executive officers and directors, and by the Registrant of the underwriters, for certain liabilities, including liabilities arising under the Securities Act.

II-1

See also the undertakings set out in response to Item 17 herein.

Item 15. Recent Sales of Unregistered Securities.

During the last three years, we sold the following securities on an unregistered basis:

(1) Since January 1, 2010, we sold and issued to our employees, consultants or former service providers an aggregate of 3,706,486 shares of common stock pursuant to option exercises under the U.S. Share Option Plan, the Israeli Share Option Plan and the 2011 Stock Option and Grant Plan at prices ranging from $0.28 to $2.17 per share for an aggregate purchase price of $1,383,454.

(2) Since January 1, 2010, we granted options under our U.S. Share Option Plan, our Israeli Share Option Plan and our 2011 Stock Option and Grant Plan to purchase an aggregate of 4,360,638 shares of common stock to our employees, directors and consultants, having exercise prices ranging from $0.28 to $10.50 per share for an aggregate exercise price of $11,357,862.

(3) In June and August 2012, we sold and issued 2,942,978 shares of Series E preferred stock to 27 accredited investors, at $4.25 per share, for a total consideration of approximately $12.5 million.

(4) In April and July 2010, we sold and issued 8,822,063 shares of Series D preferred stock to 18 accredited investors, at $0.57 per share, for a total consideration of approximately $5.0 million.

(5) Prior to December 2002, we issued shares of our common stock, options subsequently exercised for shares of our common stock and shares of our Series B preferred stock prior to receiving all of the required corporate approvals. In order to resolve any uncertainty regarding the validity of these shares, all of these issued and outstanding shares of common stock and all of these issued and outstanding shares of Series B Preferred Stock were exchanged for an equivalent number of identical shares of our common stock and Series B preferred stock, as applicable.

None of the foregoing transactions involved any underwriters, underwriting discounts or commissions, or any public offering, and the registrant believes that each transaction was exempt from the registration requirements of the Securities Act in reliance on the following exemptions:

• with respect to the transactions described in paragraphs (1) and (2), Rule 701 promulgated under the Securities Act as transactions pursuant to a compensatory benefit plan approved by the registrant’s board of directors; and

• with respect to the transactions described in paragraphs (3), (4) and (5), Section 4(2) of the Securities Act, or Rule 506 of Regulation D promulgated thereunder, as transactions by an issuer not involving a public offering. Each recipient of the securities in these transactions represented his or her intention to acquire the securities for investment only and not with a view to, or for resale in connection with, any distribution thereof, and appropriate legends were affixed to the share certificates issued in each such transaction. In each case, the recipient received adequate information about us or had adequate access, through his or her relationship with the registrant, to information about us.

Item 16. Exhibits and Financial Statement Schedules.

(a) Exhibits:

See Exhibit Index immediately following the signature pages.

(b) Financial Statement Schedules.

See page F-37 for financial statement schedules included in this Registration Statement, which are incorporated by reference herein. All other schedules have been omitted because the information required to be presented in them is not applicable or is shown in the consolidated financial statements or related notes.

II-2

Item 17. Undertakings.

The undersigned Registrant hereby undertakes to provide to the underwriters at the closing specified in the Underwriting Agreement, certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

The undersigned Registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this Registration Statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this Registration Statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-3

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on March 11, 2014.

BORDERFREE, INC.
By:	/s/ Michael A. DeSimone
	Michael A. DeSimone
	Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933 as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated:

Signature	Title	Date
/s/ Michael A. DeSimone Michael A. DeSimone	Director and Chief Executive Officer (Principal Executive Officer)	March 11, 2014
/s/ Edwin A. Neumann Edwin A. Neumann	Chief Financial Officer (Principal Financial and Accounting Officer)	March 11, 2014
* Daniel T. Ciporin	Chairman of the Board of Directors	March 11, 2014
* William G. Bock	Director	March 11, 2014
* Stephen J. Getsy	Director	March 11, 2014
* Isaac Hillel	Director	March 11, 2014
* George Spencer III	Director	March 11, 2014
* Ofer Timor	Director	March 11, 2014

*By:	/s/ Edwin A. Neumann
	Edwin A. Neumann
	Attorney-in-fact

II-4

EXHIBIT INDEX

Exhibit Number	Exhibit Title
1.1	Form of Underwriting Agreement.
3.1†	Eighth Amended and Restated Certificate of Incorporation of the Registrant, as currently in effect.
3.1.1	Amendment to the Eighth Amended and Restated Certificate of Incorporation of the Registrant, dated March 10, 2014.
3.2	Form of Amended and Restated Certificate of Incorporation of the Registrant, to be effective upon closing of the offering.
3.3	Form of Amended and Restated Bylaws of the Registrant, to be effective upon closing of the offering.
4.1	Specimen Common Stock Certificate of the Registrant.
4.2	Fifth Amended and Restated Investors’ Rights Agreement, dated March 10, 2014.
4.3†	Warrant to Purchase Common Stock dated April 1, 2004 issued by the Registrant to American Friends of Tmura, Inc.
4.4†	Warrant to Purchase Stock dated September 17, 2009 issued by the Registrant to Silicon Valley Bank.
4.5†	Warrant to Purchase Stock dated October 19, 2010 issued by the Registrant to Silicon Valley Bank.
4.6†	Warrant to Purchase Stock dated March 29, 2012 issued by the Registrant to Silicon Valley Bank.
5.1	Opinion of Goodwin Procter LLP.
10.1#	Forms of Director Indemnification Agreement and Executive Officer Indemnification Agreement.
10.2#†	2011 Stock Option and Grant Plan and forms of option agreements thereunder.
10.3#	2014 Stock Option and Incentive Plan and forms of option agreements thereunder to be in effect upon the closing of this offering.
10.4#	Non-Employee Director Compensation Policy.
10.5#	Senior Executive Cash Incentive Bonus Plan.
10.6†	Agreement of Lease, dated February 14, 2012, as amended on March 20, 2013, between the Registrant and 292 Madison Avenue Leasehold LLC.
10.7†	Amended and Restated Loan and Security Agreement, dated April 18, 2013, between the Registrant and Silicon Valley Bank.
21.1†	List of Subsidiaries of the Registrant.
23.1	Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm.
23.2	Consent of Goodwin Procter LLP (included in Exhibit 5.1).
23.3†	Consent of Forrester Research, Inc.
24.1†	Power of Attorney (included on signature page to the original filing of this Registration Statement on Form S-1).

# Indicates a management contract or compensatory plan.

† Previously filed

EX-1.1

Exhibit 1.1

[—] Shares

BORDERFREE, INC.

COMMON STOCK, PAR VALUE $0.01 PER SHARE

UNDERWRITING AGREEMENT

[—], 2014

[—], 2014

Credit Suisse Securities (USA) LLC

RBC Capital Markets, LLC

c/o Credit Suisse Securities (USA) LLC

Eleven Madison Avenue

New York, NY 10010

c/o RBC Capital Markets, LLC

Three World Financial Center

200 Vesey Street

9th Floor

New York, NY 10281

As Representatives of the Several Underwriters named in Schedule I

Ladies and Gentlemen:

Borderfree, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) for whom Credit Suisse Securities (USA) LLC and RBC Capital Markets, LLC are acting as representatives (the “Representatives”), an aggregate of [—] shares of the common stock, par value $0.01 per share, of the Company (the “Firm Shares”).

As part of the offering contemplated by this Agreement, Credit Suisse Securities (USA) LLC (the “Designated Underwriter”) has agreed to reserve out of the Firm Shares purchased by it under this Agreement, up to [—] shares, for sale to the Company’s directors, officers, employees and other parties associated with the Company (collectively, “Participants”), as set forth in the Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Share Program”). The Firm Shares to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”) will be sold by the Designated Underwriter pursuant to this Agreement at the Public Offering Price (as defined herein). Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Final Prospectus.

The Company also proposes to issue and sell to the several Underwriters not more than an additional [—] shares of its common stock, par value $0.01 per share, of the Company (the “Additional Shares”) if and to the extent that the Representatives, as managers of the offering, shall have determined to exercise, on behalf of the Underwriters, the right to purchase such shares of common stock granted to the Underwriters in Section 2 hereof. The Firm Shares and the Additional Shares are hereinafter collectively referred to as the “Shares.” The shares of common stock, par value $0.01 per share, of the Company to be outstanding after giving effect to the sales contemplated hereby are hereinafter referred to as the “Common Stock.”

The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement, including a prospectus, relating to the Shares. The registration statement as amended at the time it becomes effective, including the information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A under the Securities Act of 1933, as amended (the “Securities Act”), is hereinafter referred to as the “Registration Statement”; the prospectus in the form first used to confirm sales of Shares (or in the form first made available to the Underwriters by the Company to meet requests of purchasers pursuant to Rule 173 under the Securities Act) is hereinafter referred to as the “Prospectus.” If the Company has filed an abbreviated registration statement to register additional shares of

Common Stock pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement.

For purposes of this Underwriting Agreement (this “Agreement”), “free writing prospectus” has the meaning set forth in Rule 405 under the Securities Act, “Time of Sale Prospectus” means the preliminary prospectus together with the documents and pricing information, if any, set forth in Schedule III hereto, and “broadly available road show” means a “bona fide electronic road show” as defined in Rule 433(h)(5) under the Securities Act that has been made available without restriction to any person. As used herein, the terms “Registration Statement,” “preliminary prospectus,” “Time of Sale Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein as of the date hereof.

1. Representations and Warranties of the Company. The Company represents and warrants to and agrees with each of the Underwriters that:

(a) The Registration Statement has become effective; no stop order suspending the effectiveness of the Registration Statement is in effect, and no proceedings for such purpose are pending before or, to the knowledge of the Company, threatened by the Commission.

(b) (i) The Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, will not, as of the date of such amendment or supplement, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Registration Statement and the Prospectus comply and, as amended or supplemented, if applicable, will comply in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder, (iii) the Time of Sale Prospectus does not, and at the time of each sale of the Shares in connection with the offering when the Prospectus is not yet available to prospective purchasers and at the Closing Date (as defined in Section 4), the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (iv) each broadly available road show, if any, when considered together with the Time of Sale Prospectus, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (v) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (vi) on the date of this Agreement, when it became effective, or on each Closing Date or Option Closing Date, each Registration Statement, the Time of Sale Prospectus, the Prospectus, any prospectus wrapper and any issuer free writing prospectus as defined in Rule 433(h) under the Securities Act complied or comply, and such documents and any further amendments or supplements thereto will comply, with any applicable laws or regulations of foreign jurisdictions in which the Time of Sale Prospectus, the Prospectus, any prospectus wrapper or any issuer free writing prospectus as defined in Rule 433(h) under the Securities Act, as amended or supplemented, if applicable, are distributed in connection with the Directed Share Program, except that the representations and warranties set forth in this paragraph do not apply to statements or omissions in the Registration Statement, the Time of Sale Prospectus or the Prospectus based upon information relating to any Underwriter furnished to the Company in writing by such Underwriter through you expressly for use therein.

2

(c) The Company is not an “ineligible issuer” in connection with the offering pursuant to Rules 164, 405 and 433 under the Securities Act. Any free writing prospectus that the Company is required to file pursuant to Rule 433(d) under the Securities Act has been, or will be, filed with the Commission in accordance with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. Each free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or that was prepared by or on behalf of or used or referred to by the Company complies or will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. Except for the free writing prospectuses, if any, identified in Schedule III hereto, and electronic road shows, if any, each furnished to you before first use, the Company has not prepared, used or referred to, and will not, without your prior consent, prepare, use or refer to, any free writing prospectus.

(d) The Company has been duly incorporated, is validly existing as a corporation in good standing under the laws of the State of Delaware, has the corporate power and authority to own its property and to conduct its business as described in the Time of Sale Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except where the failure to be so qualified or be in good standing would not have a material adverse effect on the Company and its subsidiaries, taken as a whole.

(e) Each subsidiary of the Company has been duly incorporated, is validly existing as a corporation in good standing under the laws of the jurisdiction of its organization (to the extent such concepts are applicable under such laws), has the corporate power and authority to own its property and to conduct its business as described in the Time of Sale Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification (to the extent such concepts are applicable under such laws), except to the extent that the failure to be so qualified or be in good standing would not have a material adverse effect on the Company and its subsidiaries, taken as a whole; all of the issued shares of capital stock of each subsidiary of the Company have been duly and validly authorized and issued, are fully paid and non-assessable and are owned directly by the Company, free and clear of all liens, encumbrances, equities or claims.

(f) This Agreement has been duly authorized, executed and delivered by the Company.

3

(g) The authorized capital stock of the Company conforms as to legal matters to the description thereof contained in each of the Time of Sale Prospectus and the Prospectus.

(h) The shares of Common Stock outstanding prior to the issuance of the Shares to be sold by the Company have been duly authorized and are validly issued, fully paid and non-assessable.

(i) The Shares to be sold by the Company have been duly authorized and, when issued and delivered and paid for in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable, and the issuance of such Shares will not be subject to any preemptive or similar rights.

(j) The execution and delivery by the Company of, and the performance by the Company of its obligations under, this Agreement will not contravene any provision of applicable law or the certificate of incorporation or by-laws of the Company or any agreement or other instrument binding upon the Company or any of its subsidiaries that is material to the Company and its subsidiaries, taken as a whole, or any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Company or any subsidiary, and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by the Company of its obligations under this Agreement, except such as may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Shares, or except where the failure to obtain such consent, approval, authorization or order would not have a material adverse effect on the Company and its subsidiaries, taken as a whole. No authorization, consent, approval, license, qualification or order of, or filing or registration with any person (including any governmental agency or body or any court) in any foreign jurisdiction is required for the consummation of the transactions contemplated by this Agreement in connection with the offering, issuance and sale of the Directed Shares under the laws and regulations of such jurisdiction except such as have been obtained or made.

(k) There has not occurred any material adverse change, or any development involving a prospective material adverse change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus.

(l) There are no legal or governmental proceedings pending or, to the knowledge of the Company, threatened to which the Company or any of its subsidiaries is a party or to which any of the properties of the Company or any of its subsidiaries is subject (i) other than proceedings accurately described in all material respects in the Time of Sale Prospectus and proceedings that would not have a material adverse effect on the Company and its subsidiaries, taken as a whole, or on the power or ability of the Company to perform its obligations under this Agreement or to consummate the transactions contemplated by the Time of Sale Prospectus or (ii) that are required to be described in the Registration Statement or the Prospectus and are not so described in all material respects; and there are no statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement that are not described in all material respects or filed as required.

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(m) Each preliminary prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto filed pursuant to Rule 424 under the Securities Act, complied when so filed in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder.

(n) The Company is not, and after giving effect to the offering and sale of the Shares and the application of the proceeds thereof as described in the Prospectus will not be, required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended.

(o) The Company and its subsidiaries (i) are in compliance with any and all applicable foreign, federal, state and local laws and regulations relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants (“Environmental Laws”), (ii) have received all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses and (iii) are in compliance with all terms and conditions of any such permit, license or approval, except where such noncompliance with Environmental Laws, failure to receive required permits, licenses or other approvals or failure to comply with the terms and conditions of such permits, licenses or approvals would not, singly or in the aggregate, have a material adverse effect on the Company and its subsidiaries, taken as a whole.

(p) There are no costs or liabilities associated with Environmental Laws (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties) which would, singly or in the aggregate, have a material adverse effect on the Company and its subsidiaries, taken as a whole.

(q) Except as described in the Time of Sale Prospectus, there are no contracts, agreements or understandings between the Company and any person granting such person the right to require the Company to file a registration statement under the Securities Act with respect to any securities of the Company or to require the Company to include such securities with the Shares registered pursuant to the Registration Statement.

(r) Neither the Company nor any of its subsidiaries or controlled affiliates, nor any director, officer, or employee, nor, to the Company’s knowledge, any agent or representative of the Company or of any of its subsidiaries or controlled affiliates acting on behalf of the Company or any of its subsidiaries or controlled affiliates, has taken any action in furtherance of an

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offer, payment, promise to pay, or authorization or approval of the payment or giving of money, property, gifts or anything else of value, directly or indirectly, to any “government official” (including any officer or employee of a government or government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office) to influence official action or secure an improper advantage; and the Company and its subsidiaries and affiliates have conducted their businesses in compliance with applicable anti-corruption laws and have instituted and maintain and will continue to maintain policies and procedures designed to promote and achieve compliance with such laws and with the representation and warranty contained herein.

(s) The operations of the Company and its subsidiaries are and have been conducted at all times in material compliance with all applicable financial recordkeeping and reporting requirements, including those of the Bank Secrecy Act, as amended by Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act), and the applicable anti-money laundering statutes of jurisdictions where the Company and its subsidiaries conduct business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Anti-Money Laundering Laws”), and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Company, threatened.

(t) (i) Neither the Company nor any of its subsidiaries, nor any director, officer or employee nor, to the Company’s knowledge, any agent, affiliate or representative of the Company or any of its subsidiaries, is an individual or entity (“Person”) that is, or is owned or controlled by a Person that is:

(A) the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council (“UNSC”), the European Union (“EU”), Her Majesty’s Treasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), nor

(B) located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, Burma/Myanmar, Cuba, Iran, Libya, North Korea, Sudan and Syria).

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(ii) The Company will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person:

(A) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or

(B) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise).

(iii) The Company and its subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and will not knowingly engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions.

(u) Subsequent to the respective dates as of which information is given in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus, (i) the Company and its subsidiaries have not incurred any material liability or obligation, direct or contingent, nor entered into any material transaction; (ii) the Company has not purchased any of its outstanding capital stock (other than from its employees or other service providers in connection with the termination of their service pursuant to plans or agreements described in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus, respectively), nor declared, paid or otherwise made any dividend or distribution of any kind on its capital stock other than ordinary and customary dividends; and (iii) there has not been any material change in the capital stock, short-term debt or long-term debt of the Company and its subsidiaries, except in each case as described in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus, respectively.

(v) The Company and its subsidiaries do not own any real property. The Company and its subsidiaries have good and marketable title to all personal property owned by them which is material to the business of the Company and its subsidiaries, taken as a whole, in each case free and clear of all liens, encumbrances and defects except such as are described in the Time of Sale Prospectus or such as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries; and any real property and buildings held under lease by the Company and its subsidiaries are held by them under valid, subsisting and, to the Company’s knowledge, enforceable leases with such exceptions as are not material and do not materially interfere with the use made and proposed to be made of such property and buildings by the Company and its subsidiaries, in each case except as described in the Time of Sale Prospectus.

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(w) The Company and its subsidiaries own or possess, or can acquire on commercially reasonable terms, all material patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks and trade names currently employed by them in connection with the business now operated by them, and neither the Company nor any of its subsidiaries has received any written notice of infringement of or conflict with asserted rights of others with respect to any of the foregoing which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a material adverse effect on the Company and its subsidiaries, taken as a whole.

(x) No material labor dispute with the employees of the Company or any of its subsidiaries exists, except as described in the Time of Sale Prospectus, or, to the knowledge of the Company, is imminent; and the Company is not aware of any existing, threatened or imminent labor disturbance by the employees of any of its principal suppliers, manufacturers or contractors that would have a material adverse effect on the Company and its subsidiaries, taken as a whole.

(y) The Company and its subsidiaries, taken as a whole, are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which they are engaged; neither the Company nor any of its subsidiaries has been refused any insurance coverage sought or applied for; and neither the Company nor any of its subsidiaries has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that is materially consistent with the cost of its existing coverage.

(z) The Company and its subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal, state or foreign regulatory authorities necessary to conduct their respective businesses, except where the failure to obtain such certificates, authorizations or permits, individually or in the aggregate, would have a material adverse effect on the Company and its subsidiaries, taken as a whole, and neither the Company nor any of its subsidiaries has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a material adverse effect on the Company and its subsidiaries, taken as a whole, except as described in the Time of Sale Prospectus.

(aa) The Company and its subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) and to maintain asset accountability; (iii) access to assets is

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permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as described in the Time of Sale Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (i) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (ii) no change in the Company’s internal control over financial reporting that has materially adversely affected, or is reasonably likely to materially adversely affect, the Company’s internal control over financial reporting.

(bb) Except as described in the Time of Sale Prospectus, the Company has not sold, issued or distributed any shares of Common Stock during the six-month period preceding the date hereof, including any sales pursuant to Rule 144A under, or Regulation D or S of, the Securities Act, other than shares issued pursuant to employee benefit plans, qualified stock option plans or other employee compensation plans or pursuant to outstanding options, rights or warrants.

(cc) The Company and each of its subsidiaries have filed all federal, state, local and foreign tax returns required to be filed through the date of this Agreement or have requested extensions thereof (except where the failure to file would not, individually or in the aggregate, have a material adverse effect on the Company and its subsidiaries, taken as a whole) and have paid all taxes required to be paid thereon (except for cases in which the failure to file or pay would not have a material adverse effect on the Company and its subsidiaries, taken as a whole, or, except as currently being contested in good faith and for which reserves required by U.S. GAAP have been created in the financial statements of the Company), and no tax deficiency has been determined adversely to the Company or any of its subsidiaries which has had (nor does the Company nor any of its subsidiaries have any written notice or knowledge of any tax deficiency which could reasonably be expected to be determined adversely to the Company or its subsidiaries and which could reasonably be expected to have a material adverse effect on the Company and its subsidiaries, taken as a whole.

(dd) From the time of initial confidential submission of the Registration Statement to the Commission (or, if earlier, the first date on which the Company engaged directly or through any person authorized to act on its behalf in any Testing-the-Waters Communication) through the date hereof, the Company has been and is an “emerging growth company,” as defined in Section 2(a) of the Securities Act (an “Emerging Growth Company”). “Testing-the-Waters Communication” means any oral or written communication with potential investors undertaken in reliance on Section 5(d) of the Securities Act.

(ee) The Company (i) has not alone engaged in any Testing-the-Waters Communication other than Testing-the-Waters Communications with the consent of the Representatives with entities that are qualified institutional buyers within

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the meaning of Rule 144A under the Securities Act or institutions that are accredited investors within the meaning of Rule 501 under the Securities Act and (ii) has not authorized anyone other than the Representatives to engage in Testing-the-Waters Communications. The Company reconfirms that the Representatives have been authorized to act on its behalf in undertaking Testing-the-Waters Communications. The Company has not distributed any Written Testing-the-Waters Communications. “Written Testing-the-Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Securities Act.

(ff) As of the time of each sale of the Shares in connection with the offering when the Prospectus is not yet available to prospective purchasers, none of (A) the Time of Sale Prospectus, (B) any free writing prospectus, when considered together with the Time of Sale Prospectus, and (C) any individual Written Testing-the-Waters Communication, when considered together with the Time of Sale Prospectus, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(gg) The Company and each of its subsidiaries have complied, and are presently in compliance with, its privacy policies and third-party obligations (imposed by applicable law, contract or otherwise) regarding the collection, use, transfer, storage, protection, disposal and disclosure by the Company and its subsidiaries of personally identifiable information, except to the extent that the failure to do so would not reasonably be expected to have a material adverse effect on the Company and its subsidiaries, taken as a whole.

(hh) Nothing has come to the attention of the Company that has caused it to reasonably believe that the industry-related and market-related data included in the Time of Sale Prospectus and the Prospectus is not based on or derived from sources that are reliable and accurate in all material respects.

(ii) The Company has not offered or sold, or caused the Underwriters to offer or sell, any Shares to any person pursuant to the Directed Share Program with the specific intent to unlawfully influence (i) a customer or supplier of the Company to alter the customer’s or supplier’s level or type of business with the Company or (ii) a trade journalist or publication to write or publish favorable information about the Company or its products.

2. Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company at $[—] a share (the “Purchase Price”) the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of Firm Shares as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares.

On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to [—] Additional Shares at the Purchase Price; provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an

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amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares.

The Company hereby agrees that, without the prior written consent of the Representatives on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus (the “Restricted Period”), (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock beneficially owned (as such term is used in Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or any other securities so owned convertible into or exercisable or exchangeable for Common Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (iii) file any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock.

The restrictions contained in the preceding paragraph shall not apply to (i) the Shares to be sold hereunder, (ii) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, (iii) the issuance by the Company of shares or options to purchase shares of Common Stock pursuant to the Company’s equity plans disclosed in the Time of Sale Prospectus, (iv) the filing by the Company of a registration statement on Form S-8 or a successor form thereto or (v) the entry into an agreement providing for the issuance by the Company of shares of Common Stock or any security convertible into or exercisable for shares of Common Stock in connection with the acquisition by the Company or any of its subsidiaries of the securities, business, property or other assets of another person or entity or pursuant to an employee benefit plan assumed by the Company in connection with such acquisition, and the issuance of any such securities pursuant to any such agreement; provided that in the case of clause (v), the aggregate number of shares of Common Stock that the Company may sell or issue or agree to sell

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or issue pursuant to clause (v) shall not exceed 5% of the total number of shares of the Company’s Common Stock issued and outstanding immediately following the completion of the transactions contemplated by this agreement and all recipients of shares of Common Stock or any security convertible into or exercisable for shares of Common Stock shall enter into a “lock-up” agreement substantially in the form of Exhibit A hereto.

If the Representatives, in their sole discretion, agrees to release or waive the restrictions set forth in a lock-up letter described in Section 6(h) hereof for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit B hereto through a major news service at least two business days before the effective date of the release or waiver.

3. Terms of Public Offering. The Company is advised by you that the Underwriters propose to make a public offering of their respective portions of the Shares as soon after the Registration Statement and this Agreement have become effective as in your judgment is advisable. The Company is further advised by you that the Shares are to be offered to the public initially at $[—] a share (the “Public Offering Price”) and to certain dealers selected by you at a price that represents a concession not in excess of $[—] a share under the Public Offering Price, and that any Underwriter may allow, and such dealers may reallow, a concession, not in excess of $[—] a share, to any Underwriter or to certain other dealers.

4. Payment and Delivery. Payment for the Firm Shares shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on [—], 2014, or at such other time on the same or such other date, not later than [—], 2014, as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the “Closing Date.”

Payment for any Additional Shares shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than [—], 2014, as shall be designated in writing by you.

The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters duly paid and (ii) any withholding required by law.

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5. Conditions to the Underwriters’ Obligations. The obligations of the Company to sell the Shares to the Underwriters and the several obligations of the Underwriters to purchase and pay for the Shares on the Closing Date (and Option Closing Date, if applicable) are subject to the condition that the Registration Statement shall have become effective not later than [—] (New York City time) on the date hereof.

The several obligations of the Underwriters are subject to the following further conditions:

(a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date (or Option Closing Date, if applicable):

(i) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined in Section 3(a)(62) of the Exchange Act; and

(ii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus that, in your judgment, is material and adverse and that makes it, in your judgment, impracticable to market the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus.

(b) The Underwriters shall have received on the Closing Date (and Option Closing Date, if applicable) a certificate, dated the Closing Date (or Option Closing Date, as applicable) and signed on behalf of the Company by an executive officer of the Company, to the effect set forth in Section 6(a)(i) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date (or Option Closing Date, as applicable) and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date (or Option Closing Date, as applicable).

The officer signing and delivering such certificate may rely upon the best of his or her knowledge as to proceedings threatened.

(c) The Underwriters shall have received on the Closing Date (and Option Closing Date, if applicable) an opinion of Goodwin Procter LLP, outside counsel for the Company (“Goodwin Procter”), dated the Closing Date (or Option Closing Date, as applicable), in the form and substance satisfactory to the

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Representatives and in the form previously agreed to between you or your counsel and Wilson Sonsini Goodrich & Rosati, Professional Corporation, counsel for the Underwriters (“WSGR”);

(d) The Underwriters shall have received on the Closing Date (and Option Closing Date, if applicable) an opinion of WSGR, counsel for the Underwriters, dated the Closing Date (or Option Closing Date, as applicable), in the form and substance satisfactory to the Representatives.

With respect to certain provisions included in the opinions to be delivered pursuant to Section 6(c) and Section 6(d), Goodwin Procter and WSGR may state that their opinions and beliefs are based upon their participation in the preparation of the Registration Statement, the Time of Sale Prospectus and the Prospectus and any amendments or supplements thereto and review and discussion of the contents thereof, but are without independent check or verification, except as specified.

The opinion of Goodwin Procter described in Sections 6(c) above shall be rendered to the Underwriters at the request of the Company and shall so state therein.

(e) The Underwriters shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing Date (and Option Closing Date, if applicable), as the case may be, in form and substance satisfactory to the Underwriters, from PricewaterhouseCoopers LLP, independent public accountants, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof; provided further that the letter delivered on the Option Closing Date, if any, should use a “cut-off date” not earlier than the third business day prior to the Option Closing Date.

(f) The “lock-up” agreements, each substantially in the form of Exhibit A hereto, between you and the stockholders, officers and directors of the Company relating to sales and certain other dispositions of shares of Common Stock or certain other securities, delivered to you on or before the date hereof, shall be in full force and effect on the Closing Date (and Option Closing Date, as applicable).

(h) The Underwriters shall have received on the date hereof and on the Closing Date a certificate, dated the date hereof or the Closing Date, as the case may be, in the form and substance satisfactory to the Representatives signed by the Chief Financial Officer of the Company.

The several obligations of the Underwriters to purchase Additional Shares hereunder are subject to the delivery to you on the applicable Option Closing Date of such documents as you may reasonably request with respect to the good standing of the Company, the due authorization and issuance of the Additional Shares to be sold on such Option Closing Date and other matters related to the issuance of such Additional Shares.

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6. Covenants of the Company. The Company covenants with each Underwriter as follows:

(a) To furnish to you, without charge, seven signed copies of the Registration Statement (including exhibits thereto) and for delivery to each other Underwriter a conformed copy of the Registration Statement (without exhibits thereto) and to furnish to you in New York City, without charge, prior to 10:00 a.m. New York City time on the business day next succeeding the date of this Agreement and during the period mentioned in Section 7(e) or 7(f) below, as many copies of the Time of Sale Prospectus, the Prospectus and any supplements and amendments thereto or to the Registration Statement as you may reasonably request.

(b) Before amending or supplementing the Registration Statement, the Time of Sale Prospectus or the Prospectus, to furnish to you a copy of each such proposed amendment or supplement and not to file any such proposed amendment or supplement to which you reasonably object, and to file with the Commission within the applicable period specified in Rule 424(b) under the Securities Act any prospectus required to be filed pursuant to such Rule.

(c) To furnish to you a copy of each proposed free writing prospectus to be prepared by or on behalf of, used by, or referred to by the Company and not to use or refer to any proposed free writing prospectus to which you reasonably object.

(d) Not to take any action that would result in an Underwriter or the Company being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of the Underwriter that the Underwriter otherwise would not have been required to file thereunder.

(e) If the Time of Sale Prospectus is being used to solicit offers to buy the Shares at a time when the Prospectus is not yet available to prospective purchasers and any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Time of Sale Prospectus in order to make the statements therein, in the light of the circumstances, not misleading, or if any event shall occur or condition exist as a result of which the Time of Sale Prospectus conflicts with the information contained in the Registration Statement then on file, or if, in the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Time of Sale Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to any dealer upon request, either amendments or supplements to the Time of Sale Prospectus so that the statements in the Time of Sale Prospectus as so amended or supplemented will not, in the light of the

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circumstances when the Time of Sale Prospectus is delivered to a prospective purchaser, be misleading or so that the Time of Sale Prospectus, as amended or supplemented, will no longer conflict with the Registration Statement, or so that the Time of Sale Prospectus, as amended or supplemented, will comply with applicable law.

(f) If, during such period after the first date of the public offering of the Shares as in the opinion of counsel for the Underwriters the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) of the Securities Act) is required by law to be delivered in connection with sales by an Underwriter or dealer, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus in order to make the statements therein, in the light of the circumstances when the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) of the Securities Act) is delivered to a purchaser, not misleading, or if, in the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to the dealers (whose names and addresses you will furnish to the Company) to which Shares may have been sold by you on behalf of the Underwriters and to any other dealers upon request, either amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances when the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) of the Securities Act) is delivered to a purchaser, be misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law.

(g) To endeavor to qualify the Shares for offer and sale under the securities or Blue Sky laws of such jurisdictions as you shall reasonably request, provided that the Company shall not be required to (i) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii) file any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.

(h) To make generally available to the Company’s security holders and to you as soon as practicable an earnings statement covering a period of at least twelve months beginning with the first fiscal quarter of the Company occurring after the date of this Agreement which shall satisfy the provisions of Section 11(a) of the Securities Act and the rules and regulations of the Commission thereunder.

(i) If the Company is not a U.S. person for U.S. federal income tax purposes, the Company will deliver to each Underwriter (or its agent), on or before the Closing Date, (i) a certificate with respect to the Company’s status as a “United States real property holding corporation,” dated not more than thirty (30) days prior to the Closing Date, as described in Treasury Regulations Sections 1.897-2(h) and 1.1445-2(c)(3), and (ii) proof of delivery to the IRS of the required notice, as described in Treasury Regulations 1.897-2(h)(2).

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(j) The Company will promptly notify the Representatives if the Company ceases to be an Emerging Growth Company at any time prior to the later of (a) completion of the distribution of the Shares within the meaning of the Securities Act and (b) completion of the Restricted Period referred to in Section 2.

(k) If at any time following the distribution of any Written Testing-the-Waters Communication there occurred or occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission.

(l) The Company will deliver to each Underwriter (or its agent), prior to or at the Closing Date, a properly completed and executed Internal Revenue Service (“IRS”) Form W-9 or an IRS Form W-8, as appropriate, together with all required attachments to such form.

(m) In connection with the Directed Share Program, the Company will ensure that the Directed Shares will be restricted to the extent required by the Financial Regulatory Industry Authority (“FINRA”) or the FINRA rules from sale, transfer, assignment, pledge or hypothecation following the date of the effectiveness of the Registration Statement. The Designated Underwriter will notify the Company as to which Participants will need to be so restricted. The Company will direct the transfer agent to place stop transfer restrictions upon such securities for such period of time.

(n) The Company will pay all fees and disbursements of counsel (including non-U.S. counsel) incurred by the Underwriters in connection with the Directed Share Program and stamp duties, similar taxes or duties or other taxes, if any, incurred by the underwriters in connection with the Directed Share Program.

(o) The Company will comply with all applicable securities and other applicable laws, rules and regulations in each foreign jurisdiction in which the Directed Shares are offered in connection with the Directed Share Program.

7. Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay or cause to be paid all expenses incident to the performance of the Company’s obligations under this Agreement, including: (i) the fees, disbursements and expenses of the Company’s counsel and the Company’s accountants in connection with the registration and delivery of the Shares under the Securities Act and all other fees or expenses in connection with the preparation and filing of the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company and amendments and supplements to any of the foregoing, including all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriters and dealers, in the quantities hereinabove specified, (ii) all costs and expenses related to the transfer and delivery of the Shares to the Underwriters, including any transfer or other taxes payable thereon, (iii) the cost of printing or producing any Blue Sky or legal investment memorandum in connection with the offer and sale of the Shares under state securities laws and all expenses in connection with the qualification of the Shares for offer and sale under state securities laws as provided in Section 6(g) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky or legal investment memorandum, (iv) all filing fees and the reasonable fees and disbursements of counsel to the Underwriters incurred in connection with the review and qualification of the offering of the Shares by the Financial Industry Regulatory Authority, provided that such fees and expenses of counsel to the Underwriters payable by the Company pursuant to subsections (iii) and (iv) are not to exceed $30,000, (v) all fees and expenses in

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connection with the preparation and filing of the registration statement on Form 8-A relating to the Common Stock and all costs and expenses incident to listing the Shares on the NASDAQ Global Market, (vi) the cost of printing certificates representing the Shares, (vii) the costs and charges of any transfer agent, registrar or depositary, (viii) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the offering of the Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants, and one-half of the cost of any aircraft chartered in connection with the road show (the remaining half of the cost to be paid by the Underwriters), (ix) the document production charges and expenses associated with printing this Agreement and (x) all other costs and expenses incident to the performance of the obligations of the Company hereunder for which provision is not otherwise made in this Section. It is understood, however, that except as provided in this Section, Section 9 entitled “Indemnity and Contribution” and the last paragraph of Section 11 below, the Underwriters will pay all of their costs and expenses, including fees and disbursements of their counsel, stock transfer taxes payable on resale of any of the Shares by them and any advertising expenses connected with any offers they may make.

8. Covenants of the Underwriters. Each Underwriter severally covenants with the Company not to take any action that would result in the Company being required to file with the Commission under Rule 433(d) a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Company thereunder, but for the action of the Underwriter.

9. Indemnity and Contribution.

(a) The Company agrees to indemnify and hold harmless each Underwriter, each person, if any, who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of any Underwriter within the meaning of Rule 405 under the Securities Act from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, any preliminary prospectus, the Time of Sale Prospectus or any amendment or supplement thereto, any issuer free writing prospectus as defined in Rule 433(h) under the Securities Act, any Company information that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act, any “road show” as defined in Rule 433(h) under the Securities Act (a “road show”), or the Prospectus or any amendment or supplement thereto, or any Written Testing-the-Waters Communication or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the

18

statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to any Underwriter furnished to the Company in writing by such Underwriter through you expressly for use therein.

The Company agrees to indemnify and hold harmless the Designated Underwriter and its affiliates and each person, if any, who controls the Designated Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (the “Designated Entities”), from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) (i) arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any material prepared by or with the consent of the Company for distribution to Participants in connection with the Directed Share Program arising out of or based upon any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) arising out of or based upon the failure of any Participant to pay for and accept delivery of Directed Shares that the Participant agreed to purchase; or (iii) arising out of, related to or in connection with the Directed Share Program, other than losses, claims, damages or liabilities (or expenses relating thereto) that are finally judicially determined to have resulted from the willful misconduct or gross negligence of the Designated Entities.

(b) Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, the directors of the Company, the officers of the Company who sign the Registration Statement and each person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, any preliminary prospectus, the Time of Sale Prospectus or any amendment or supplement thereto, any issuer free writing prospectus as defined in Rule 433(h) under the Securities Act, any Company information that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act, any road show, or the Prospectus or any amendment or supplement thereto, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but only with reference to information relating to such Underwriter furnished to the Company in writing by such Underwriter through you expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any issuer free writing prospectus, any road show, or the Prospectus or any amendment or supplement thereto.

(c) In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to Section 9(a) or 9(b) or , such person (the “indemnified party”) shall promptly notify the person against whom such indemnity may be sought (the “indemnifying party”) in writing and the indemnifying party, upon request of the indemnified party, shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnifying party may designate in such proceeding and shall pay the reasonable fees and disbursements of such counsel related to such proceeding. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the indemnifying party shall not, in respect of the legal expenses of any indemnified party in connection with any proceeding or related proceedings in the same jurisdiction, be liable for (i) the

19

fees and expenses of more than one separate firm (in addition to any local counsel) for all Underwriters and all persons, if any, who control any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act or who are affiliates of any Underwriter within the meaning of Rule 405 under the Securities Act and (ii) the fees and expenses of more than one separate firm (in addition to any local counsel) for the Company, its directors, its officers who sign the Registration Statement and each person, if any, who controls the Company within the meaning of either such Section, and that all such fees and expenses shall be reimbursed as they are incurred. In the case of any such separate firm for the Underwriters and such control persons and affiliates of any Underwriters, such firm shall be designated in writing by you. In the case of any such separate firm for the Company, and such directors, officers and control persons of the Company, such firm shall be designated in writing by the Company. Notwithstanding anything contained herein to the contrary, if indemnity may be sought pursuant to the last paragraph in Section 9(a) hereof in respect of such action or proceeding, then in addition to such separate firm for the indemnified parties, the indemnifying party shall be liable for the reasonable fees and expenses of not more than one separate firm (in addition to any local counsel) for the Designated Underwriter for the defense of any losses, claims, damages and liabilities arising out of the Directed Share Program, and all persons, if any, who control the Designated Underwriter within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by the second and third sentences of this paragraph, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 60 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement (i) includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding and (ii) does not include a statement as to, or an admission of, fault, culpability or a failure to act by or on behalf of any indemnified party.

(d) To the extent the indemnification provided for in Section 9(a) or 9(b) is unavailable to an indemnified party or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each indemnifying party under such paragraph, in lieu of indemnifying such indemnified party thereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the indemnifying party or parties on the one hand and the indemnified party or parties on the other hand from the offering of the Shares or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the indemnifying party or parties on the one hand and of the

20

indemnified party or parties on the other hand in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Underwriters on the other hand in connection with the offering of the Shares shall be deemed to be in the same respective proportions as the total net proceeds from the offering of the Shares (before deducting expenses) received by the Company and the total underwriting discounts and commissions received by the Underwriters, in each case as set forth in the table on the cover of the Prospectus, bear to the aggregate Public Offering Price of the Shares. The relative fault of the Company on the one hand and the Underwriters on the other hand shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or by the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Underwriters’ respective obligations to contribute pursuant to this Section 11 are several in proportion to the respective number of Shares they have purchased hereunder, and not joint.

(e) The Company and the Underwriters agree that it would not be just or equitable if contribution pursuant to this Section 9 were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in Section 9(d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages and liabilities referred to in Section 9(d) shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 9, no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Shares underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages that such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The remedies provided for in this Section 9 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity.

(f) The indemnity and contribution provisions contained in this Section 9 and the representations, warranties and other statements of the Company contained in this Agreement shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of any Underwriter, any person controlling any Underwriter or any affiliate of any Underwriter, or the Company, its officers or directors or any person controlling the Company and (iii) acceptance of and payment for any of the Shares.

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10. Termination. The Underwriters may terminate this Agreement by notice given by you to the Company, if after the execution and delivery of this Agreement and prior to the Closing Date (i) trading generally shall have been suspended or materially limited on, or by, as the case may be, any of the New York Stock Exchange, the NYSE MKT or the NASDAQ Global Market or other relevant exchanges, (ii) trading of any securities of the Company shall have been suspended on any exchange or in any over-the-counter market, (iii) a material disruption in securities settlement, payment or clearance services in the United States or other relevant jurisdiction shall have occurred, (iv) any moratorium on commercial banking activities shall have been declared by Federal or New York State authorities or (v) there shall have occurred any outbreak or escalation of hostilities, or any change in financial markets or any calamity or crisis that, in your judgment, is material and adverse and which, singly or together with any other event specified in this clause (v), makes it, in your judgment, impracticable or inadvisable to proceed with the offer, sale or delivery of the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus or the Prospectus. Notwithstanding anything in this Agreement to the contrary, if this Agreement is terminated pursuant to clauses (iii), (iv) or (v) of this Section 10, then the obligation of the Company to reimburse the expenses of the Underwriters set forth in clauses (ii), (iii) and (iv) of Section 7 are also terminated and of no further effect.

11. Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto.

If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Shares to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Shares set forth opposite their respective names in Schedule II bears to the aggregate number of Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, to purchase the Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 11 by an amount in excess of one-ninth of such number of Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Shares to be purchased on such date, and arrangements satisfactory to you and the Company for the purchase of such Firm Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company. In any such case either you or the Company shall have the right to postpone the Closing Date, but in no

22

event for longer than seven days, in order that the required changes, if any, in the Registration Statement, in the Time of Sale Prospectus, in the Prospectus or in any other documents or arrangements may be effected. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Shares and the aggregate number of Additional Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Shares to be purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Shares to be sold on such Option Closing Date or (ii) purchase not less than the number of Additional Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.

12. Entire Agreement. (a) This Agreement, together with any contemporaneous written agreements and any prior written agreements (to the extent not superseded by this Agreement) that relate to the offering of the Shares, represents the entire agreement between the Company, on the one hand, and the Underwriters, on the other, with respect to the preparation of any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, the conduct of the offering, and the purchase and sale of the Shares.

(b) The Company acknowledges that in connection with the offering of the Shares: (i) the Underwriters have acted at arms length, are not agents of, and owe no fiduciary duties to, the Company or any other person, (ii) the Underwriters owe the Company only those duties and obligations set forth in this Agreement and prior written agreements (to the extent not superseded by this Agreement), if any, and (iii) the Underwriters may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriters arising from an alleged breach of fiduciary duty in connection with the offering of the Shares.

13. Counterparts. This Agreement may be signed in two or more counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

14. Applicable Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York.

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15. Headings. The headings of the sections of this Agreement have been inserted for convenience of reference only and shall not be deemed a part of this Agreement.

16. Notices. All communications hereunder shall be in writing and effective only upon receipt and if to the Underwriters shall be delivered, mailed or sent to: (i) Credit Suisse Securities (USA) LLC, Eleven Madison Avenue, New York, New York 10010, Attention: LCD-IBD and (ii) RBC Capital Markets, LLC, Three World Financial Center, 200 Vesey Street, 9th Floor, New York, New York 10281, Attention: Chris Walmsley; if to the Company shall be delivered, mailed or sent to Borderfree, Inc., 292 Madison Avenue, 5th Floor, New York, New York 10017, Attention: General Counsel.

19. Waiver of Jury Trial. The Company hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

[signature pages follow]

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Very truly yours,
BORDERFREE, INC.
By:
	Name:
	Title:

Accepted as of the date hereof

Credit Suisse Securities (USA) LLC RBC Capital Markets, LLC
Acting severally on behalf of themselves and the         several Underwriters named in Schedule II hereto
By:	Credit Suisse Securities (USA) LLC
By:
	Name:
	Title:
By:	RBC Capital Markets, LLC
By:
	Name:
	Title:

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SCHEDULE I

Underwriter	Number of Firm Shares To Be Purchased
Credit Suisse Securities (USA) LLC		[—	]
RBC Capital Markets, LLC		[—	]
Pacific Crest Securities LLC		[—	]
William Blair & Company, L.L.C.		[—	]
Canaccord Genuity Inc.		[—	]
Needham & Company, LLC		[—	]
Total:		[—	]

I-1

SCHEDULE II

Time of Sale Prospectus

1. Preliminary Prospectus issued [—]

2. [identify all free writing prospectuses filed by the Company under Rule 433(d) of the Securities Act]

3. [free writing prospectus containing a description of terms that does not reflect final terms, if the Time of Sale Prospectus does not include a final term sheet]

4. [orally communicated pricing information such as price per share and size of offering if a Rule 134 pricing term sheet is used at the time of sale instead of a pricing term sheet filed by the Company under Rule 433(d) as a free writing prospectus]

II-1

EXHIBIT A

[FORM OF LOCK-UP LETTER]

            , 2014

Credit Suisse Securities (USA) LLC

RBC Capital Markets, LLC

c/o Credit Suisse Securities (USA) LLC

Eleven Madison Avenue

New York, NY 10010

c/o RBC Capital Markets, LLC

Three World Financial Center

200 Vesey Street

9th Floor

New York, NY 10281

Ladies and Gentlemen:

The undersigned understands that Credit Suisse Securities (USA) LLC (“Credit Suisse”) and RBC Capital Markets, LLC (together with Credit Suisse, the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Borderfree, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several underwriters, including the Representatives (the “Underwriters”), of shares of the Common Stock, par value $0.01 per share, of the Company (“Common Stock”).

To induce the Underwriters that may participate in the Public Offering to continue their efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of the Representatives on behalf of the Underwriters, it will not, during the period commencing on the date hereof and ending 180 days after the date of the final prospectus (the “Restricted Period)” relating to the Public Offering (the “Prospectus”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock beneficially owned (as such term is used in Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), by the undersigned or any other securities so owned convertible into or exercisable or exchangeable for Common Stock or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to:

(a) the sale of securities pursuant to the terms of the Underwriting Agreement;

A-1

(b) transactions relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the Public Offering, provided that no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made in connection with subsequent sales of Common Stock or other securities acquired in such open market transactions;

(c) transfers of shares of Common Stock or any security convertible into Common Stock as a bona fide gift;

(d) transfers of shares of Common Stock or any security convertible into or exercisable for Common Stock by will or intestacy or to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned;

(e) if the undersigned is a corporation, partnership, limited liability company, trust or other business entity (i) transfers to another corporation, partnership, limited liability company, trust or other business entity that is a direct or indirect affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned or (ii) distributions of shares of Common Stock or any security convertible into or exercisable for Common Stock to limited partners, limited liability company members or stockholders of the undersigned;

(f) transfers to the Company in connection with the exercise (including cashless exercise) of convertible securities or options to purchase Common Stock pursuant to employee benefit plans on the terms of such plans as described in the printed preliminary prospectus used in the road show and final prospectus relating to the Public Offering; provided that no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made in connection with such transfers; or

(g) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Common Stock, provided that such plan does not provide for the transfer of Common Stock during the Restricted Period and no public announcement or filing under the Exchange Act regarding the establishment of such plan shall be required of or voluntarily made by or on behalf of the undersigned or the Company.

In the case of any transfer or distribution pursuant to clause (c), (d) and (e), (i) each donee, trustee, distributee or transferee shall sign and deliver a lock-up letter for the balance of the lock-up period substantially in the form of this letter and (ii) no filing under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of shares of Common Stock, shall be required or shall be voluntarily made during the Restricted Period. In addition, the undersigned agrees that, without the prior written consent of the Representatives on behalf of the Underwriters, it will not, during the

A-2

Restricted Period, make any demand for or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the undersigned’s shares of Common Stock except in compliance with the foregoing restrictions.

If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any issuer-directed shares of the Common Stock the undersigned may purchase in the offering.

If the undersigned is an officer or director of the Company, (i) the Representatives agree that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of Common Stock, the Representatives will notify the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by the Representatives hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer.

The undersigned understands that the Company and the Underwriters are relying upon this agreement in proceeding toward consummation of the Public Offering. The undersigned further understands that this agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors and assigns.

A-3

Whether or not the Public Offering actually occurs depends on a number of factors, including market conditions. Any Public Offering will only be made pursuant to an Underwriting Agreement, the terms of which are subject to negotiation between the Company and the Underwriters.

This lock-up letter shall automatically terminate and be of no further effect upon the earliest to occur, if any, of: (i) the Representatives, on behalf of the several Underwriters, or the Company advising the other party in writing, prior to execution of the Underwriting Agreement, that they have determined not to proceed with the Public Offering, (ii) after the execution of the Underwriting Agreement, the termination of the Underwriting Agreement before the closing of the Public Offering, and (iii) June 30, 2014, in the event that the Underwriting Agreement has not been executed by that date.

Very truly yours,

(Name)

(Address)

A-4

EXHIBIT B

FORM OF WAIVER OF LOCK-UP

[—], 201[4]

[Name and Address of

Officer or Director

Requesting Waiver]

Dear Mr./Ms. [Name]:

This letter is being delivered to you in connection with the offering by Borderfree, Inc. (the “Company”) of [—] shares of common stock, $0.01 par value per share (the “Common Stock”), of the Company and the lock-up letter dated [            ], [2013][2014] (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated [—], 201[—], with respect to [—] shares of Common Stock (the “Shares”).

Credit Suisse Securities (USA) LLC and RBC Capital Markets, LLC hereby agree to [waive] [release] the transfer restrictions set forth in the Lock-up Letter, but only with respect to the Shares, effective [—], 201[4]; provided, however, that such [waiver] [release] is conditioned on the Company announcing the impending [waiver] [release] by press release through a major news service at least two business days before effectiveness of such [waiver] [release]. This letter will serve as notice to the Company of the impending [waiver] [release].

Except as expressly [waived] [released] hereby, the Lock-up Letter shall remain in full force and effect.

Very truly yours,

Credit Suisse Securities (USA) LLC

RBC Capital Markets, LLC

B-1

Acting on behalf of themselves and the several Underwriters named in Schedule I hereto
CREDIT SUISSE SECURITIES (USA) LLC
By:
	Name:
	Title:

RBC CAPITAL MARKETS, LLC
By:
	Name:
	Title:

cc: Borderfree, Inc.

B-2

FORM OF PRESS RELEASE

Borderfree, Inc.

[Date]

Borderfree, Inc. (the “Company”) announced today that Credit Suisse Securities (USA) LLC and RBC Capital Markets, LLC, the lead book-running managers in the Company’s recent public sale of                  shares of common stock is [waiving][releasing] a lock-up restriction with respect to                  shares of the Company’s common stock held by [certain officers or directors] [an officer or director] of the Company. The [waiver][release] will take effect on [            ], 2014, and the shares may be sold on or after such date.

This press release is not an offer for sale of the securities in the United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the United States Securities Act of 1933, as amended.

B-3

EX-3.1.1

Exhibit 3.1.1

CERTIFICATE OF AMENDMENT TO THE

EIGHTH AMENDED AND RESTATED

CERTIFICATE OF

INCORPORATION OF

BORDERFREE, INC.

The undersigned does hereby certify on behalf of Borderfree, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware, as follows:

FIRST: That he is the duly elected and acting Chief Executive Officer of the Corporation.

SECOND: That the Certificate of Incorporation of the Corporation was originally filed with the Secretary of State of the State of Delaware on November 3, 1999, under the name “E4X Inc.”.

THIRD: Pursuant to Section 242 of the General Corporation Law of the State of Delaware, this Certificate of Amendment (the “Certificate of Amendment”) to the Corporation’s Eighth Amended and Restated Certificate of Incorporation, as amended (the “Restated Certificate”), further amends the provisions of the Restated Certificate.

FOURTH: That pursuant to Section 242 of the General Corporation Law of the State of Delaware, a paragraph is added to Article IV prior to Section A of the Restated Certificate to read as follows:

“At the initial date and time of the effectiveness of this Certificate of Amendment (the “Reverse Split Effective Time”), the following recapitalization (the “Reverse Stock Split”) shall occur: every one and sixty seven hundreths (1.67) shares of Common Stock of the Corporation issued and outstanding immediately prior to the Reverse Split Effective Time shall be combined into one (1) share of Common Stock. Any fractional shares resulting from such combination shall be rounded down to the nearest whole share. Whether or not fractional shares would be issuable upon the Reverse Stock Split shall be determined on the basis of the total number of shares of Common Stock of each holder. In lieu of any fractional shares to which a holder would otherwise be entitled, the Corporation shall pay cash equal to such fraction multiplied by the fair market value of a share of Common Stock as determined in good faith by the Board of Directors of the Corporation. The Reverse Stock Split shall occur automatically without any further action by the holders of the shares of Common Stock and Preferred Stock (as defined below) affected thereby. All rights, preferences and privileges of the Common Stock and the Preferred Stock shall be appropriately adjusted to reflect the Reverse Stock Split in accordance with this Eighth Amended and Restated Certificate of Incorporation.”

FIFTH: That the foregoing Certificate of Amendment to the Certificate of Incorporation of the Corporation has been duly adopted and approved by the Board of Directors and stockholders of the Corporation in accordance with the applicable provisions of Sections 141, 228 and 242 of the Delaware General Corporation Law.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to the Corporation’s Eighth Amended and Restated Certificate of Incorporation to be signed by its Chief Executive Officer this 10th day of March, 2014.

By:	/s/ Michael A. DeSimone
	Michael A. DeSimone
	President and Chief Executive Officer

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EX-3.2

Exhibit 3.2

FORM OF NINTH AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

BORDERFREE, INC.

Borderfree, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows:

1. The name of the Corporation is Borderfree, Inc. The date of the filing of its original Certificate of Incorporation with the Secretary of State of the State of Delaware was November 3, 1999 (the “Original Certificate”). The name under which the Corporation filed the Original Certificate was E4X Inc.

2. This Ninth Amended and Restated Certificate of Incorporation (the “Certificate”) amends, restates and integrates the provisions of the Eighth Amended and Restated Certificate of Incorporation that was filed with the Secretary of State of the State of Delaware on June 27, 2012, as amended (the “Amended and Restated Certificate”), and was duly adopted in accordance with the provisions of Sections 228, 242 and 245 of the General Corporation Law of the State of Delaware (the “DGCL”).

3. The text of the Amended and Restated Certificate is hereby amended and restated in its entirety to provide as herein set forth in full.

ARTICLE I

The name of the Corporation is Borderfree, Inc.

ARTICLE II

The address of the Corporation’s registered office in the State of Delaware is c/o The Corporation Trust Company, 1209 Orange Street in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

ARTICLE III

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the DGCL.

ARTICLE IV

CAPITAL STOCK

The total number of shares of capital stock which the Corporation shall have authority to issue is two hundred twenty-five million (225,000,000), of which (i) two hundred million (200,000,000) shares shall be a class designated as common stock, par value $0.01 per share (the “Common Stock”), and (ii) twenty-five million (25,000,000) shares shall be a class designated as undesignated preferred stock, par value $0.01 per share (the “Undesignated Preferred Stock”).

Except as otherwise provided in any certificate of designations of any series of Undesignated Preferred Stock, the number of authorized shares of the class of Common Stock or Undesignated Preferred Stock may from time to time be increased or decreased (but not below the number of shares of such class outstanding) by the affirmative vote of the holders of a majority in voting power of the outstanding shares of capital stock of the Corporation irrespective of the provisions of Section 242(b)(2) of the DGCL.

The powers, preferences and rights of, and the qualifications, limitations and restrictions upon, each class or series of stock shall be determined in accordance with, or as set forth below in, this Article IV.

A. COMMON STOCK

Subject to all the rights, powers and preferences of the Undesignated Preferred Stock and except as provided by law or in this Certificate (or in any certificate of designations of any series of Undesignated Preferred Stock):

(a) the holders of the Common Stock shall have the exclusive right to vote for the election of directors of the Corporation (the “Directors”) and on all other matters requiring stockholder action, each outstanding share entitling the holder thereof to one vote on each matter properly submitted to the stockholders of the Corporation for their vote; provided, however, that, except as otherwise required by law, holders of Common Stock, as such, shall not be entitled to vote on any amendment to this Certificate (or on any amendment to a certificate of designations of any series of Undesignated Preferred Stock) that alters or changes the powers, preferences, rights or other terms of one or more outstanding series of Undesignated Preferred Stock if the holders of such affected series of Undesignated Preferred Stock are entitled to vote, either separately or together with the holders of one or more other such series, on such amendment pursuant to this Certificate (or pursuant to a certificate of designations of any series of Undesignated Preferred Stock) or pursuant to the DGCL;

(b) dividends may be declared and paid or set apart for payment upon the Common Stock out of any assets or funds of the Corporation legally available for the payment of dividends, but only when and as declared by the Board of Directors or any authorized committee thereof; and

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(c) upon the voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the net assets of the Corporation shall be distributed pro rata to the holders of the Common Stock.

B. UNDESIGNATED PREFERRED STOCK

The Board of Directors or any authorized committee thereof is expressly authorized, to the fullest extent permitted by law, to provide by resolution or resolutions for, out of the unissued shares of Undesignated Preferred Stock, the issuance of the shares of Undesignated Preferred Stock in one or more series of such stock, and by filing a certificate of designations pursuant to applicable law of the State of Delaware, to establish or change from time to time the number of shares of each such series, and to fix the designations, powers, including voting powers, full or limited, or no voting powers, preferences and the relative, participating, optional or other special rights of the shares of each series and any qualifications, limitations and restrictions thereof.

ARTICLE V

STOCKHOLDER ACTION

1. Action without Meeting. Any action required or permitted to be taken by the stockholders of the Corporation at any annual or special meeting of stockholders of the Corporation must be effected at a duly called annual or special meeting of stockholders and may not be taken or effected by a written consent of stockholders in lieu thereof.

2. Special Meetings. Except as otherwise required by statute and subject to the rights, if any, of the holders of any series of Undesignated Preferred Stock, special meetings of the stockholders of the Corporation may be called only by the Board of Directors acting pursuant to a resolution approved by the affirmative vote of a majority of the Directors then in office, and special meetings of stockholders may not be called by any other person or persons. Only those matters set forth in the notice of the special meeting may be considered or acted upon at a special meeting of stockholders of the Corporation.

ARTICLE VI

DIRECTORS

1. General. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors except as otherwise provided herein or required by law.

2. Election of Directors. Election of Directors need not be by written ballot unless the By-laws of the Corporation (the “By-laws”) shall so provide.

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3. Number of Directors; Term of Office. The number of Directors of the Corporation shall be fixed solely and exclusively by resolution duly adopted from time to time by the Board of Directors. The Directors, other than those who may be elected by the holders of any series of Undesignated Preferred Stock, shall be classified, with respect to the term for which they severally hold office, into three classes. The initial Class I Directors of the Corporation shall be George H. Spencer, Daniel T. Ciporin and Stephen J. Getsy; the initial Class II Directors of the Corporation shall be Ofer Timor and Isaac Hillel; and the initial Class III Directors of the Corporation shall be Michael A. DeSimone and William G. Bock. The initial Class I Directors shall serve for a term expiring at the annual meeting of stockholders to be held in 2015, the initial Class II Directors shall serve for a term expiring at the annual meeting of stockholders to be held in 2016, and the initial Class III Directors shall serve for a term expiring at the annual meeting of stockholders to be held in 2017. At each annual meeting of stockholders, Directors elected to succeed those Directors whose terms expire shall be elected for a term of office to expire at the third succeeding annual meeting of stockholders after their election. Notwithstanding the foregoing, the Directors elected to each class shall hold office until their successors are duly elected and qualified or until their earlier resignation, death or removal.

Notwithstanding the foregoing, whenever, pursuant to the provisions of Article IV of this Certificate, the holders of any one or more series of Undesignated Preferred Stock shall have the right, voting separately as a series or together with holders of other such series, to elect Directors at an annual or special meeting of stockholders, the election, term of office, filling of vacancies and other features of such directorships shall be governed by the terms of this Certificate and any certificate of designations applicable to such series.

4. Vacancies. Subject to the rights, if any, of the holders of any series of Undesignated Preferred Stock to elect Directors and to fill vacancies in the Board of Directors relating thereto, any and all vacancies in the Board of Directors, however occurring, including, without limitation, by reason of an increase in the size of the Board of Directors, or the death, resignation, disqualification or removal of a Director, shall be filled solely and exclusively by the affirmative vote of a majority of the remaining Directors then in office, even if less than a quorum of the Board of Directors, and not by the stockholders. Any Director appointed in accordance with the preceding sentence shall hold office for the remainder of the full term of the class of Directors in which the new directorship was created or the vacancy occurred and until such Director’s successor shall have been duly elected and qualified or until his or her earlier resignation, death or removal. Subject to the rights, if any, of the holders of any series of Undesignated Preferred Stock to elect Directors, when the number of Directors is increased or decreased, the Board of Directors shall, subject to Article VI.3 hereof, determine the class or classes to which the increased or decreased number of Directors shall be apportioned; provided, however, that no decrease in the number of Directors shall shorten the term of any incumbent Director. In the event of a vacancy in the Board of Directors, the remaining Directors, except as otherwise provided by law, shall exercise the powers of the full Board of Directors until the vacancy is filled.

5. Removal. Subject to the rights, if any, of any series of Undesignated Preferred Stock to elect Directors and to remove any Director whom the holders of any such series have

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the right to elect, any Director (including persons elected by Directors to fill vacancies in the Board of Directors) may be removed from office (i) only with cause and (ii) only by the affirmative vote of the holders of 75% or more of the outstanding shares of capital stock then entitled to vote at an election of Directors. At least forty-five (45) days prior to any annual or special meeting of stockholders at which it is proposed that any Director be removed from office, written notice of such proposed removal and the alleged grounds thereof shall be sent to the Director whose removal will be considered at the meeting.

ARTICLE VII

LIMITATION OF LIABILITY

A Director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a Director, except for liability (a) for any breach of the Director’s duty of loyalty to the Corporation or its stockholders, (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (c) under Section 174 of the DGCL or (d) for any transaction from which the Director derived an improper personal benefit. If the DGCL is amended after the effective date of this Certificate to authorize corporate action further eliminating or limiting the personal liability of Directors, then the liability of a Director of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended.

Any amendment, repeal or modification of this Article VII by either of (i) the stockholders of the Corporation or (ii) an amendment to the DGCL, shall not adversely affect any right or protection existing at the time of such amendment, repeal or modification with respect to any acts or omissions occurring before such amendment, repeal or modification of a person serving as a Director at the time of such amendment, repeal or modification.

ARTICLE VIII

AMENDMENT OF BY-LAWS

1. Amendment by Directors. Except as otherwise provided by law, the By-laws of the Corporation may be amended or repealed by the Board of Directors by the affirmative vote of a majority of the Directors then in office.

2. Amendment by Stockholders. The By-laws of the Corporation may be amended or repealed at any annual meeting of stockholders, or special meeting of stockholders called for such purpose, by the affirmative vote of at least 75% of the outstanding shares of capital stock entitled to vote on such amendment or repeal, voting together as a single class; provided, however, that if the Board of Directors recommends that stockholders approve such amendment or repeal at such meeting of stockholders, such amendment or repeal shall only require the affirmative vote of the majority of the outstanding shares of capital stock entitled to vote on such amendment or repeal, voting together as a single class.

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ARTICLE IX

AMENDMENT OF CERTIFICATE OF INCORPORATION

The Corporation reserves the right to amend or repeal this Certificate in the manner now or hereafter prescribed by statute and this Certificate, and all rights conferred upon stockholders herein are granted subject to this reservation. Whenever any vote of the holders of capital stock of the Corporation is required to amend or repeal any provision of this Certificate, and in addition to any other vote of holders of capital stock that is required by this Certificate or by law, such amendment or repeal shall require the affirmative vote of the majority of the outstanding shares of capital stock entitled to vote on such amendment or repeal, and the affirmative vote of the majority of the outstanding shares of each class entitled to vote thereon as a class, at a duly constituted meeting of stockholders called expressly for such purpose; provided, however, that the affirmative vote of not less than 75% of the outstanding shares of capital stock entitled to vote on such amendment or repeal, and the affirmative vote of not less than 75% of the outstanding shares of each class entitled to vote thereon as a class, shall be required to amend or repeal any provision of Article V, Article VI, Article VII, Article VIII or Article IX of this Certificate.

[End of Text]

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THIS NINTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION is executed as of this      day of                     ,             .

BORDERFREE, INC.

By:

Name:

Title:

EX-3.3

Exhibit 3.3

AMENDED AND RESTATED

BY-LAWS

OF

BORDERFREE, INC.

(the “Corporation”)

ARTICLE I

Stockholders

SECTION 1. Annual Meeting. The annual meeting of stockholders (any such meeting being referred to in these By-laws as an “Annual Meeting”) shall be held at the hour, date and place within or without the United States which is fixed by the Board of Directors, which time, date and place may subsequently be changed at any time by vote of the Board of Directors. If no Annual Meeting has been held for a period of thirteen (13) months after the Corporation’s last Annual Meeting, a special meeting in lieu thereof may be held, and such special meeting shall have, for the purposes of these By-laws or otherwise, all the force and effect of an Annual Meeting. Any and all references hereafter in these By-laws to an Annual Meeting or Annual Meetings also shall be deemed to refer to any special meeting(s) in lieu thereof.

SECTION 2. Notice of Stockholder Business and Nominations.

(a) Annual Meetings of Stockholders.

(1) Nominations of persons for election to the Board of Directors of the Corporation and the proposal of other business to be considered by the stockholders may be brought before an Annual Meeting (i) by or at the direction of the Board of Directors or (ii) by any stockholder of the Corporation who was a stockholder of record at the time of giving of notice provided for in this By-law, who is entitled to vote at the meeting, who is present (in person or by proxy) at the meeting and who complies with the notice procedures set forth in this By-law as to such nomination or business. For the avoidance of doubt, the foregoing clause (ii) shall be the exclusive means for a stockholder to bring nominations or business properly before an Annual Meeting (other than matters properly brought under Rule 14a-8 (or any successor rule) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), and such stockholder must comply with the notice and other procedures set forth in Article I, Section 2(a)(2) and (3) of this By-law to bring such nominations or business properly before an Annual Meeting. In addition to the other requirements set forth in this By-law, for any proposal of business to be considered at an Annual Meeting, it must be a proper subject for action by stockholders of the Corporation under Delaware law.

(2) For nominations or other business to be properly brought before an Annual Meeting by a stockholder pursuant to clause (ii) of Article I, Section 2(a)(1) of this By-law, the stockholder must (i) have given Timely Notice (as defined below) thereof in writing to the Secretary of the Corporation, (ii) have provided any updates or supplements to such notice at the times and in the forms required by this By-law and (iii) together with the beneficial owner(s), if any, on whose behalf the nomination or business proposal is made, have acted in accordance with the representations set forth in the Solicitation Statement (as defined below) required by this By-law. To be timely, a stockholder’s written notice shall be received by the Secretary at the principal executive offices of the Corporation not later than the close of business on the ninetieth (90th) day nor earlier than the close of business on the one hundred twentieth (120th) day prior to the one-year anniversary of the preceding year’s Annual Meeting; provided, however, that in the event the Annual Meeting is first convened more than thirty (30) days before or more than sixty (60) days after such anniversary date, or if no Annual Meeting were held in the preceding year, notice by the stockholder to be timely must be received by the Secretary of the Corporation not later than the close of business on the later of the ninetieth (90th) day prior to the scheduled date of such Annual Meeting or the tenth (10th) day following the day on which public announcement of the date of such meeting is first made (such notice within such time periods shall be referred to as “Timely Notice”). Notwithstanding anything to the contrary provided herein, for the first Annual Meeting following the initial public offering of common stock of the Corporation, a stockholder’s notice shall be timely if received by the Secretary at the principal executive offices of the Corporation not later than the close of business on the later of the ninetieth (90th) day prior to the scheduled date of such Annual Meeting or the tenth (10th) day following the day on which public announcement of the date of such Annual Meeting is first made or sent by the Corporation. Such stockholder’s Timely Notice shall set forth:

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(A) as to each person whom the stockholder proposes to nominate for election or reelection as a director, all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required, in each case pursuant to Regulation 14A under the Exchange Act (including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected);

(B) as to any other business that the stockholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting, and any material interest in such business of each Proposing Person (as defined below);

(C) (i) the name and address of the stockholder giving the notice, as they appear on the Corporation’s books, and the names and addresses of the other Proposing Persons (if any) and (ii) as to each Proposing Person, the following information: (a) the class or series and number of all shares of capital stock of the Corporation which are, directly or indirectly, owned beneficially or of record by such Proposing Person or any of its affiliates or associates (as such terms are defined in Rule 12b-2 promulgated under the Exchange Act), including any shares of any class or series of capital stock of the Corporation as to which such Proposing Person or any of its affiliates or associates has a right to acquire beneficial ownership at any time in the future, (b) all Synthetic Equity Interests (as defined below) in which such Proposing Person or any of its affiliates or associates, directly or indirectly, holds an interest including a description of the material terms of each such Synthetic Equity Interest, including without limitation, identification of the counterparty to each such Synthetic Equity Interest and disclosure, for each such Synthetic Equity Interest, as to (x) whether or not such Synthetic Equity Interest conveys any voting rights, directly or indirectly, in such shares to such Proposing Person, (y) whether or not such Synthetic Equity Interest is required to be, or is capable of being, settled through delivery of such shares and (z) whether or not such Proposing Person and/or, to the extent known, the counterparty to such Synthetic Equity Interest has entered into other transactions that hedge or mitigate the economic effect of such Synthetic Equity Interest, (c) any proxy (other than a revocable proxy given in response to a public proxy solicitation made pursuant to, and in accordance with, the Exchange Act), agreement, arrangement, understanding or relationship pursuant to which such Proposing Person has or shares a right to, directly or indirectly, vote any shares of any class or series of capital stock of the Corporation, (d) any rights to dividends or other distributions on the shares of any class or series of capital stock of the Corporation, directly or indirectly, owned beneficially by such Proposing Person that are separated or separable from the underlying shares of the Corporation, and (e) any performance-related fees (other than an asset based fee) that such Proposing Person, directly or indirectly, is entitled to based on any increase or decrease in the value of shares of any class or series of capital stock of the Corporation or any Synthetic Equity Interests (the disclosures to be made pursuant to the foregoing clauses (a) through (e) are referred to, collectively, as “Material Ownership Interests”) and (iii) a description of the material terms of all

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agreements, arrangements or understandings (whether or not in writing) entered into by any Proposing Person or any of its affiliates or associates with any other person for the purpose of acquiring, holding, disposing or voting of any shares of any class or series of capital stock of the Corporation;

(D) (i) a description of all agreements, arrangements or understandings by and among any of the Proposing Persons, or by and among any Proposing Persons and any other person (including with any proposed nominee(s)), pertaining to the nomination(s) or other business proposed to be brought before the meeting of stockholders (which description shall identify the name of each other person who is party to such an agreement, arrangement or understanding), and (ii) identification of the names and addresses of other stockholders (including beneficial owners) known by any of the Proposing Persons to support such nominations or other business proposal(s), and to the extent known the class and number of all shares of the Corporation’s capital stock owned beneficially or of record by such other stockholder(s) or other beneficial owner(s); and

(E) a statement whether or not the stockholder giving the notice and/or the other Proposing Person(s), if any, will deliver a proxy statement and form of proxy to holders of, in the case of a business proposal, at least the percentage of voting power of all of the shares of capital stock of the Corporation required under applicable law to approve the proposal or, in the case of a nomination or nominations, at least the percentage of voting power of all of the shares of capital stock of the Corporation reasonably believed by such Proposing Person to be sufficient to elect the nominee or nominees proposed to be nominated by such stockholder (such statement, the “Solicitation Statement”).

For purposes of this Article I of these By-laws, the term “Proposing Person” shall mean the following persons: (i) the stockholder of record providing the notice of nominations or business proposed to be brought before a stockholders’ meeting, and (ii) the beneficial owner(s), if different, on whose behalf the nominations or business proposed to be brought before a stockholders’ meeting is made. For purposes of this Section 2 of Article I of these By-laws, the term “Synthetic Equity Interest” shall mean any transaction, agreement or arrangement (or series of transactions, agreements or arrangements), including, without limitation, any derivative, swap, hedge, repurchase or so-called “stock borrowing” agreement or arrangement, the purpose or effect of which is to, directly or indirectly: (a) give a person or entity economic benefit and/or risk similar to ownership of shares of any class or series of capital stock of the Corporation, in whole or in part, including due to the fact that such transaction, agreement or arrangement provides, directly or indirectly, the opportunity to profit or avoid a loss from any increase or decrease in the value of any shares of any class or series of capital stock of the Corporation, (b) mitigate loss to, reduce the economic risk of or manage the risk of share price changes for, any person or entity with respect to any shares of any class or series of capital stock of the Corporation, (c) otherwise provide in any manner the opportunity to profit or avoid a loss from any decrease in the value of any shares of any class or series of capital stock of the Corporation, or (d) increase or decrease the voting power of any person or entity with respect to any shares of any class or series of capital stock of the Corporation.

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(3) A stockholder providing Timely Notice of nominations or business proposed to be brought before an Annual Meeting shall further update and supplement such notice, if necessary, so that the information (including, without limitation, the Material Ownership Interests information) provided or required to be provided in such notice pursuant to this By-law shall be true and correct as of the record date for the meeting and as of the date that is ten (10) business days prior to such Annual Meeting, and such update and supplement shall be received by the Secretary at the principal executive offices of the Corporation not later than the close of business on the fifth (5th) business day after the record date for the Annual Meeting (in the case of the update and supplement required to be made as of the record date), and not later than the close of business on the eighth (8th) business day prior to the date of the Annual Meeting (in the case of the update and supplement required to be made as of ten (10) business days prior to the meeting).

(4) Notwithstanding anything in the second sentence of Article I, Section 2(a)(2) of this By-law to the contrary, in the event that the number of directors to be elected to the Board of Directors of the Corporation is increased and there is no public announcement naming all of the nominees for director or specifying the size of the increased Board of Directors made by the Corporation at least ten (10) days before the last day a stockholder may deliver a notice of nomination in accordance with the second sentence of Article I, Section 2(a)(2), a stockholder’s notice required by this By-law shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be received by the Secretary of the Corporation not later than the close of business on the tenth (10th) day following the day on which such public announcement is first made by the Corporation.

(b) General.

(1) Only such persons who are nominated in accordance with the provisions of this By-law shall be eligible for election and to serve as directors and only such business shall be conducted at an Annual Meeting as shall have been brought before the meeting in accordance with the provisions of this By-law or in accordance with Rule 14a-8 under the Exchange Act. The Board of Directors or a designated committee thereof shall have the power to determine whether a nomination or any business proposed to be brought before the meeting was made in accordance with the provisions of this By-law. If neither the Board of Directors nor such designated committee makes a determination as to whether any stockholder proposal or nomination was made in accordance with the provisions of this By-law, the presiding officer of the Annual Meeting shall have the power and duty to determine whether the stockholder proposal or nomination was made in accordance with the provisions of this By-law. If the Board of Directors or a designated committee thereof or the presiding officer, as applicable, determines that any stockholder proposal or nomination was not made in accordance with the provisions of this By-law, such proposal or nomination shall be disregarded and shall not be presented for action at the Annual Meeting.

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(2) Except as otherwise required by law, nothing in this Article I, Section 2 shall obligate the Corporation or the Board of Directors to include in any proxy statement or other stockholder communication distributed on behalf of the Corporation or the Board of Directors information with respect to any nominee for director or any other matter of business submitted by a stockholder.

(3) Notwithstanding the foregoing provisions of this Article I, Section 2, if the nominating or proposing stockholder (or a qualified representative of the stockholder) does not appear at the Annual Meeting to present a nomination or any business, such nomination or business shall be disregarded, notwithstanding that proxies in respect of such vote may have been received by the Corporation. For purposes of this Article I, Section 2, to be considered a qualified representative of the proposing stockholder, a person must be authorized by a written instrument executed by such stockholder or an electronic transmission delivered by such stockholder to act for such stockholder as proxy at the meeting of stockholders and such person must produce such written instrument or electronic transmission, or a reliable reproduction of the written instrument or electronic transmission, to the presiding officer at the meeting of stockholders.

(4) For purposes of this By-law, “public announcement” shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.

(5) Notwithstanding the foregoing provisions of this By-law, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this By-law. Nothing in this By-law shall be deemed to affect any rights of (i) stockholders to have proposals included in the Corporation’s proxy statement pursuant to Rule 14a-8 (or any successor rule), as applicable, under the Exchange Act and, to the extent required by such rule, have such proposals considered and voted on at an Annual Meeting or (ii) the holders of any series of Undesignated Preferred Stock to elect directors under specified circumstances.

SECTION 3. Special Meetings. Except as otherwise required by statute and subject to the rights, if any, of the holders of any series of Undesignated Preferred Stock, special meetings of the stockholders of the Corporation may be called only by the Board of Directors acting pursuant to a resolution approved by the affirmative vote of a majority of the Directors then in office. The Board of Directors may postpone or reschedule any previously scheduled special meeting of stockholders. Only those matters set forth in the notice of the special meeting may be considered or acted upon at a special meeting of stockholders of the Corporation. Nominations of persons for election to the Board of Directors of the Corporation and stockholder proposals of other business shall not be brought before a special meeting of stockholders to be considered by the stockholders unless such special meeting is held in lieu of an annual meeting of stockholders in accordance with Article I, Section 1 of these By-laws, in which case such special meeting in lieu thereof shall be deemed an Annual Meeting for purposes of these By-laws and the provisions of Article I, Section 2 of these By-laws shall govern such special meeting.

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SECTION 4. Notice of Meetings; Adjournments.

(a) A notice of each Annual Meeting stating the hour, date and place, if any, of such Annual Meeting and the means of remote communication, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such meeting, shall be given not less than ten (10) days nor more than sixty (60) days before the Annual Meeting, to each stockholder entitled to vote thereat by delivering such notice to such stockholder or by mailing it, postage prepaid, addressed to such stockholder at the address of such stockholder as it appears on the Corporation’s stock transfer books. Without limiting the manner by which notice may otherwise be given to stockholders, any notice to stockholders may be given by electronic transmission in the manner provided in Section 232 of the Delaware General Corporation Law (“DGCL”).

(b) Notice of all special meetings of stockholders shall be given in the same manner as provided for Annual Meetings, except that the notice of all special meetings shall state the purpose or purposes for which the meeting has been called.

(c) Notice of an Annual Meeting or special meeting of stockholders need not be given to a stockholder if a waiver of notice is executed, or waiver of notice by electronic transmission is provided, before or after such meeting by such stockholder or if such stockholder attends such meeting, unless such attendance is for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting was not lawfully called or convened.

(d) The Board of Directors may postpone and reschedule any previously scheduled Annual Meeting or special meeting of stockholders and any record date with respect thereto, regardless of whether any notice or public disclosure with respect to any such meeting has been sent or made pursuant to Section 2 of this Article I of these By-laws or otherwise. In no event shall the public announcement of an adjournment, postponement or rescheduling of any previously scheduled meeting of stockholders commence a new time period for the giving of a stockholder’s notice under this Article I of these By-laws.

(e) When any meeting is convened, the presiding officer may adjourn the meeting if (i) no quorum is present for the transaction of business, (ii) the Board of Directors determines that adjournment is necessary or appropriate to enable the stockholders to consider fully information which the Board of Directors determines has not been made sufficiently or timely available to stockholders, or (iii) the Board of Directors determines that adjournment is otherwise in the best interests of the Corporation. When any Annual Meeting or special meeting of stockholders is adjourned to another hour, date or place, notice need not be given of the adjourned meeting other than an announcement at the meeting at which the adjournment is taken of the hour, date and place, if any, to which the meeting is adjourned and the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such adjourned meeting; provided, however, that if the adjournment is for more than thirty (30) days from the meeting date, or if after the adjournment a new record date is fixed for the adjourned meeting, notice of the adjourned meeting and the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such adjourned meeting shall be given to each stockholder of record

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entitled to vote thereat and each stockholder who, by law or under the Ninth Amended and Restated Certificate of Incorporation of the Corporation (as the same may hereafter be amended and/or restated, the “Certificate”) or these By-laws, is entitled to such notice.

SECTION 5. Quorum. A majority of the shares entitled to vote, present in person or represented by proxy, shall constitute a quorum at any meeting of stockholders. If less than a quorum is present at a meeting, the holders of voting stock representing a majority of the voting power present at the meeting or the presiding officer may adjourn the meeting from time to time, and the meeting may be held as adjourned without further notice, except as provided in Section 4 of this Article I. At such adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally noticed. The stockholders present at a duly constituted meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum.

SECTION 6. Voting and Proxies. Stockholders shall have one vote for each share of stock entitled to vote owned by them of record according to the stock ledger of the Corporation as of the record date, unless otherwise provided by law or by the Certificate. Stockholders may vote either (i) in person, (ii) by written proxy or (iii) by a transmission permitted by Section 212(c) of the DGCL. Any copy, facsimile telecommunication or other reliable reproduction of the writing or transmission permitted by Section 212(c) of the DGCL may be substituted for or used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used, provided that such copy, facsimile telecommunication or other reproduction shall be a complete reproduction of the entire original writing or transmission. Proxies shall be filed in accordance with the procedures established for the meeting of stockholders. Except as otherwise limited therein or as otherwise provided by law, proxies authorizing a person to vote at a specific meeting shall entitle the persons authorized thereby to vote at any adjournment of such meeting, but they shall not be valid after final adjournment of such meeting. A proxy with respect to stock held in the name of two or more persons shall be valid if executed by or on behalf of any one of them unless at or prior to the exercise of the proxy the Corporation receives a specific written notice to the contrary from any one of them.

SECTION 7. Action at Meeting. When a quorum is present at any meeting of stockholders, any matter before any such meeting (other than an election of a director or directors) shall be decided by a majority of the votes properly cast for and against such matter, except where a larger vote is required by law, by the Certificate or by these By-laws. Any election of directors by stockholders shall be determined by a plurality of the votes properly cast on the election of directors.

SECTION 8. Stockholder Lists. The Secretary or an Assistant Secretary (or the Corporation’s transfer agent or other person authorized by these By-laws or by law) shall prepare and make, at least ten (10) days before every Annual Meeting or special meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of

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each stockholder. Such list shall be open to the examination of any stockholder, for a period of at least ten (10) days prior to the meeting in the manner provided by law. The list shall also be open to the examination of any stockholder during the whole time of the meeting as provided by law.

SECTION 9. Presiding Officer. The Board of Directors shall designate a representative to preside over all Annual Meetings or special meetings of stockholders, provide that if the Board of Directors does not so designate such a presiding officer, then the Chairman of the Board, if one is elected, shall preside over such meetings. If the Board of Directors does not so designate such a presiding officer and there is no Chairman of the Board or the Chairman of the Board is unable to so preside or is absent, then the Chief Executive Officer, if one is elected, shall preside over such meetings, provided further that if there is no Chief Executive Officer or the Chief Executive Officer is unable to so preside or is absent, then the President shall preside over such meetings. The presiding officer at any Annual Meeting or special meeting of stockholders shall have the power, among other things, to adjourn such meeting at any time and from time to time, subject to Sections 4 and 5 of this Article I. The order of business and all other matters of procedure at any meeting of the stockholders shall be determined by the presiding officer.

SECTION 10. Inspectors of Elections. The Corporation shall, in advance of any meeting of stockholders, appoint one or more inspectors to act at the meeting and make a written report thereof. The Corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is able to act at a meeting of stockholders, the presiding officer shall appoint one or more inspectors to act at the meeting. Any inspector may, but need not, be an officer, employee or agent of the Corporation. Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his or her ability. The inspectors shall perform such duties as are required by the DGCL, including the counting of all votes and ballots. The inspectors may appoint or retain other persons or entities to assist the inspectors in the performance of the duties of the inspectors. The presiding officer may review all determinations made by the inspectors, and in so doing the presiding officer shall be entitled to exercise his or her sole judgment and discretion and he or she shall not be bound by any determinations made by the inspectors. All determinations by the inspectors and, if applicable, the presiding officer, shall be subject to further review by any court of competent jurisdiction.

ARTICLE II

Directors

SECTION 1. Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors except as otherwise provided by the Certificate or required by law.

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SECTION 2. Number and Terms. The number of directors of the Corporation shall be fixed solely and exclusively by resolution duly adopted from time to time by the Board of Directors. The directors shall hold office in the manner provided in the Certificate.

SECTION 3. Qualification. No director need be a stockholder of the Corporation.

SECTION 4. Vacancies. Vacancies in the Board of Directors shall be filled in the manner provided in the Certificate.

SECTION 5. Removal. Directors may be removed from office only in the manner provided in the Certificate.

SECTION 6. Resignation. A director may resign at any time by giving written notice to the Chairman of the Board, if one is elected, the President or the Secretary. A resignation shall be effective upon receipt, unless the resignation otherwise provides.

SECTION 7. Regular Meetings. The regular annual meeting of the Board of Directors shall be held, without notice other than this Section 7, on the same date and at the same place as the Annual Meeting following the close of such meeting of stockholders. Other regular meetings of the Board of Directors may be held at such hour, date and place as the Board of Directors may by resolution from time to time determine and publicize by means of reasonable notice given to any director who is not present at the meeting at which such resolution is adopted.

SECTION 8. Special Meetings. Special meetings of the Board of Directors may be called, orally or in writing, by or at the request of a majority of the directors, the Chairman of the Board, if one is elected, or the President. The person calling any such special meeting of the Board of Directors may fix the hour, date and place thereof.

SECTION 9. Notice of Meetings. Notice of the hour, date and place of all special meetings of the Board of Directors shall be given to each director by the Secretary or an Assistant Secretary, or in case of the death, absence, incapacity or refusal of such persons, by the Chairman of the Board, if one is elected, or the President or such other officer designated by the Chairman of the Board, if one is elected, or the President. Notice of any special meeting of the Board of Directors shall be given to each director in person, by telephone, or by facsimile, electronic mail or other form of electronic communication, sent to his or her business or home address, at least twenty-four (24) hours in advance of the meeting, or by written notice mailed to his or her business or home address, at least forty-eight (48) hours in advance of the meeting. Such notice shall be deemed to be delivered when hand-delivered to such address, read to such director by telephone, deposited in the mail so addressed, with postage thereon prepaid if mailed, dispatched or transmitted if sent by facsimile transmission or by electronic mail or other form of electronic communications. A written waiver of notice signed before or after a meeting by a director and filed with the records of the meeting shall be deemed to be equivalent to notice of the meeting. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting at the

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beginning of the meeting to the transaction of any business because such meeting is not lawfully called or convened. Except as otherwise required by law, by the Certificate or by these By-laws, neither the business to be transacted at, nor the purpose of, any meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

SECTION 10. Quorum. At any meeting of the Board of Directors, a majority of the total number of directors shall constitute a quorum for the transaction of business, but if less than a quorum is present at a meeting, a majority of the directors present may adjourn the meeting from time to time, and the meeting may be held as adjourned without further notice. Any business which might have been transacted at the meeting as originally noticed may be transacted at such adjourned meeting at which a quorum is present. For purposes of this section, the total number of directors includes any unfilled vacancies on the Board of Directors.

SECTION 11. Action at Meeting. At any meeting of the Board of Directors at which a quorum is present, the vote of a majority of the directors present shall constitute action by the Board of Directors, unless otherwise required by law, by the Certificate or by these By-laws.

SECTION 12. Action by Consent. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if all members of the Board of Directors consent thereto in writing or by electronic transmission and the writing or writings or electronic transmission or transmissions are filed with the records of the meetings of the Board of Directors. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form. Such consent shall be treated as a resolution of the Board of Directors for all purposes.

SECTION 13. Manner of Participation. Directors may participate in meetings of the Board of Directors by means of conference telephone or other communications equipment by means of which all directors participating in the meeting can hear each other, and participation in a meeting in accordance herewith shall constitute presence in person at such meeting for purposes of these By-laws.

SECTION 14. Presiding Director. The Board of Directors shall designate a representative to preside over all meetings of the Board of Directors, provided that if the Board of Directors does not so designate such a presiding director or such designated presiding director is unable to so preside or is absent, then the Chairman of the Board, if one is elected, shall preside over all meetings of the Board of Directors. If both the designated presiding director, if one is so designated, and the Chairman of the Board, if one is elected, are unable to preside or are absent, the Board of Directors shall designate an alternate representative to preside over a meeting of the Board of Directors.

SECTION 15. Committees. The Board of Directors, by vote of a majority of the directors then in office, may elect one or more committees, including, without limitation, a Compensation Committee, a Nominating & Corporate Governance Committee and an Audit Committee, and may delegate thereto some or all of its powers except those which by law, by the Certificate or by these By-laws may not be delegated. Except as the Board of Directors may

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otherwise determine, any such committee may make rules for the conduct of its business, but unless otherwise provided by the Board of Directors or in such rules, its business shall be conducted so far as possible in the same manner as is provided by these By-laws for the Board of Directors. All members of such committees shall hold such offices at the pleasure of the Board of Directors. The Board of Directors may abolish any such committee at any time. Any committee to which the Board of Directors delegates any of its powers or duties shall keep records of its meetings and shall report its action to the Board of Directors.

SECTION 16. Compensation of Directors. Directors shall receive such compensation for their services as shall be determined by a majority of the Board of Directors, or a designated committee thereof, provided that directors who are serving the Corporation as employees and who receive compensation for their services as such, shall not receive any salary or other compensation for their services as directors of the Corporation.

ARTICLE III

Officers

SECTION 1. Enumeration. The officers of the Corporation shall consist of a President, a Treasurer, a Secretary and such other officers, including, without limitation, a Chairman of the Board of Directors, a Chief Executive Officer and one or more Vice Presidents (including Executive Vice Presidents or Senior Vice Presidents), Assistant Vice Presidents, Assistant Treasurers and Assistant Secretaries, as the Board of Directors may determine.

SECTION 2. Election. At the regular annual meeting of the Board of Directors following the Annual Meeting, the Board of Directors shall elect the President, the Treasurer and the Secretary. Other officers may be elected by the Board of Directors at such regular annual meeting of the Board of Directors or at any other regular or special meeting.

SECTION 3. Qualification. No officer need be a stockholder or a director. Any person may occupy more than one office of the Corporation at any time.

SECTION 4. Tenure. Except as otherwise provided by the Certificate or by these By-laws, each of the officers of the Corporation shall hold office until the regular annual meeting of the Board of Directors following the next Annual Meeting and until his or her successor is elected and qualified or until his or her earlier resignation or removal.

SECTION 5. Resignation. Any officer may resign by delivering his or her written resignation to the Corporation addressed to the President or the Secretary, and such resignation shall be effective upon receipt, unless the resignation otherwise provides.

SECTION 6. Removal. Except as otherwise provided by law, the Board of Directors may remove any officer with or without cause by the affirmative vote of a majority of the directors then in office.

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SECTION 7. Absence or Disability. In the event of the absence or disability of any officer, the Board of Directors may designate another officer to act temporarily in place of such absent or disabled officer.

SECTION 8. Vacancies. Any vacancy in any office may be filled for the unexpired portion of the term by the Board of Directors.

SECTION 9. President. The President shall, subject to the direction of the Board of Directors, have such powers and shall perform such duties as the Board of Directors may from time to time designate.

SECTION 10. Chairman of the Board. The Chairman of the Board, if one is elected, shall have such powers and shall perform such duties as the Board of Directors may from time to time designate.

SECTION 11. Chief Executive Officer. The Chief Executive Officer, if one is elected, shall have such powers and shall perform such duties as the Board of Directors may from time to time designate.

SECTION 12. Vice Presidents and Assistant Vice Presidents. Any Vice President (including any Executive Vice President or Senior Vice President) and any Assistant Vice President shall have such powers and shall perform such duties as the Board of Directors or the Chief Executive Officer may from time to time designate.

SECTION 13. Treasurer and Assistant Treasurers. The Treasurer shall, subject to the direction of the Board of Directors and except as the Board of Directors or the Chief Executive Officer may otherwise provide, have general charge of the financial affairs of the Corporation and shall cause to be kept accurate books of account. The Treasurer shall have custody of all funds, securities, and valuable documents of the Corporation. He or she shall have such other duties and powers as may be designated from time to time by the Board of Directors or the Chief Executive Officer. Any Assistant Treasurer shall have such powers and perform such duties as the Board of Directors or the Chief Executive Officer may from time to time designate.

SECTION 14. Secretary and Assistant Secretaries. The Secretary shall record all the proceedings of the meetings of the stockholders and the Board of Directors (including committees of the Board of Directors) in books kept for that purpose. In his or her absence from any such meeting, a temporary secretary chosen at the meeting shall record the proceedings thereof. The Secretary shall have charge of the stock ledger (which may, however, be kept by any transfer or other agent of the Corporation). The Secretary shall have custody of the seal of the Corporation, and the Secretary, or an Assistant Secretary shall have authority to affix it to any instrument requiring it, and, when so affixed, the seal may be attested by his or her signature or that of an Assistant Secretary. The Secretary shall have such other duties and powers as may be designated from time to time by the Board of Directors or the Chief Executive Officer. In the absence of the Secretary, any Assistant Secretary may perform his or her duties and responsibilities. Any Assistant Secretary shall have such powers and perform such duties as the Board of Directors or the Chief Executive Officer may from time to time designate.

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SECTION 15. Other Powers and Duties. Subject to these By-laws and to such limitations as the Board of Directors may from time to time prescribe, the officers of the Corporation shall each have such powers and duties as generally pertain to their respective offices, as well as such powers and duties as from time to time may be conferred by the Board of Directors or the Chief Executive Officer.

ARTICLE IV

Capital Stock

SECTION 1. Certificates of Stock. Each stockholder shall be entitled to a certificate of the capital stock of the Corporation in such form as may from time to time be prescribed by the Board of Directors. Such certificate shall be signed by the Chairman of the Board, the President or a Vice President and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary. The Corporation seal and the signatures by the Corporation’s officers, the transfer agent or the registrar may be facsimiles. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed on such certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he or she were such officer, transfer agent or registrar at the time of its issue. Every certificate for shares of stock which are subject to any restriction on transfer and every certificate issued when the Corporation is authorized to issue more than one class or series of stock shall contain such legend with respect thereto as is required by law. Notwithstanding anything to the contrary provided in these Bylaws, the Board of Directors of the Corporation may provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be uncertificated shares (except that the foregoing shall not apply to shares represented by a certificate until such certificate is surrendered to the Corporation), and by the approval and adoption of these Bylaws the Board of Directors has determined that all classes or series of the Corporation’s stock may be uncertificated, whether upon original issuance, re-issuance, or subsequent transfer.

SECTION 2. Transfers. Subject to any restrictions on transfer and unless otherwise provided by the Board of Directors, shares of stock that are represented by a certificate may be transferred on the books of the Corporation by the surrender to the Corporation or its transfer agent of the certificate theretofore properly endorsed or accompanied by a written assignment or power of attorney properly executed, with transfer stamps (if necessary) affixed, and with such proof of the authenticity of signature as the Corporation or its transfer agent may reasonably require. Shares of stock that are not represented by a certificate may be transferred on the books of the Corporation by submitting to the Corporation or its transfer agent such evidence of transfer and following such other procedures as the Corporation or its transfer agent may require.

SECTION 3. Record Holders. Except as may otherwise be required by law, by the Certificate or by these By-laws, the Corporation shall be entitled to treat the record holder of

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stock as shown on its books as the owner of such stock for all purposes, including the payment of dividends and the right to vote with respect thereto, regardless of any transfer, pledge or other disposition of such stock, until the shares have been transferred on the books of the Corporation in accordance with the requirements of these By-laws.

SECTION 4. Record Date. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date: (a) in the case of determination of stockholders entitled to vote at any meeting of stockholders, shall, unless otherwise required by law, not be more than sixty (60) nor less than ten (10) days before the date of such meeting and (b) in the case of any other action, shall not be more than sixty (60) days prior to such other action. If no record date is fixed: (i) the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; and (ii) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

SECTION 5. Replacement of Certificates. In case of the alleged loss, destruction or mutilation of a certificate of stock of the Corporation, a duplicate certificate may be issued in place thereof, upon such terms as the Board of Directors may prescribe.

ARTICLE V

Indemnification

SECTION 1. Definitions. For purposes of this Article:

(a) “Corporate Status” describes the status of a person who is serving or has served (i) as a Director of the Corporation, (ii) as an Officer of the Corporation, (iii) as a Non-Officer Employee of the Corporation, or (iv) as a director, partner, trustee, officer, employee or agent of any other corporation, partnership, limited liability company, joint venture, trust, employee benefit plan, foundation, association, organization or other legal entity which such person is or was serving at the request of the Corporation. For purposes of this Section 1(a), a Director, Officer or Non-Officer Employee of the Corporation who is serving or has served as a director, partner, trustee, officer, employee or agent of a Subsidiary shall be deemed to be serving at the request of the Corporation. Notwithstanding the foregoing, “Corporate Status” shall not include the status of a person who is serving or has served as a director, officer, employee or agent of a constituent corporation absorbed in a merger or consolidation transaction with the Corporation with respect to such person’s activities prior to said transaction, unless specifically authorized by the Board of Directors or the stockholders of the Corporation;

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(b) “Director” means any person who serves or has served the Corporation as a director on the Board of Directors of the Corporation;

(c) “Disinterested Director” means, with respect to each Proceeding in respect of which indemnification is sought hereunder, a Director of the Corporation who is not and was not a party to such Proceeding;

(d) “Expenses” means all attorneys’ fees, retainers, court costs, transcript costs, fees of expert witnesses, private investigators and professional advisors (including, without limitation, accountants and investment bankers), travel expenses, duplicating costs, printing and binding costs, costs of preparation of demonstrative evidence and other courtroom presentation aids and devices, costs incurred in connection with document review, organization, imaging and computerization, telephone charges, postage, delivery service fees, and all other disbursements, costs or expenses of the type customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, settling or otherwise participating in, a Proceeding;

(e) “Liabilities” means judgments, damages, liabilities, losses, penalties, excise taxes, fines and amounts paid in settlement;

(f) “Non-Officer Employee” means any person who serves or has served as an employee or agent of the Corporation, but who is not or was not a Director or Officer;

(g) “Officer” means any person who serves or has served the Corporation as an officer of the Corporation appointed by the Board of Directors of the Corporation;

(h) “Proceeding” means any threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, inquiry, investigation, administrative hearing or other proceeding, whether civil, criminal, administrative, arbitrative or investigative; and

(i) “Subsidiary” shall mean any corporation, partnership, limited liability company, joint venture, trust or other entity of which the Corporation owns (either directly or through or together with another Subsidiary of the Corporation) either (i) a general partner, managing member or other similar interest or (ii) (A) fifty percent (50%) or more of the voting power of the voting capital equity interests of such corporation, partnership, limited liability company, joint venture or other entity, or (B) fifty percent (50%) or more of the outstanding voting capital stock or other voting equity interests of such corporation, partnership, limited liability company, joint venture or other entity.

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SECTION 2. Indemnification of Directors and Officers.

(a) Subject to the operation of Section 4 of this Article V of these By-laws, each Director and Officer shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the DGCL, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment), and to the extent authorized in this Section 2.

(1) Actions, Suits and Proceedings Other than By or In the Right of the Corporation. Each Director and Officer shall be indemnified and held harmless by the Corporation against any and all Expenses and Liabilities that are incurred or paid by such Director or Officer or on such Director’s or Officer’s behalf in connection with any Proceeding or any claim, issue or matter therein (other than an action by or in the right of the Corporation), which such Director or Officer is, or is threatened to be made, a party to or participant in by reason of such Director’s or Officer’s Corporate Status, if such Director or Officer acted in good faith and in a manner such Director or Officer reasonably believed to be in or not opposed to the best interests of the Corporation and, with respect to any criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful.

(2) Actions, Suits and Proceedings By or In the Right of the Corporation. Each Director and Officer shall be indemnified and held harmless by the Corporation against any and all Expenses that are incurred by such Director or Officer or on such Director’s or Officer’s behalf in connection with any Proceeding or any claim, issue or matter therein by or in the right of the Corporation, which such Director or Officer is, or is threatened to be made, a party to or participant in by reason of such Director’s or Officer’s Corporate Status, if such Director or Officer acted in good faith and in a manner such Director or Officer reasonably believed to be in or not opposed to the best interests of the Corporation; provided, however, that no indemnification shall be made under this Section 2(a)(2) in respect of any claim, issue or matter as to which such Director or Officer shall have been finally adjudged by a court of competent jurisdiction to be liable to the Corporation, unless, and only to the extent that, the Court of Chancery or another court in which such Proceeding was brought shall determine upon application that, despite adjudication of liability, but in view of all the circumstances of the case, such Director or Officer is fairly and reasonably entitled to indemnification for such Expenses that such court deems proper.

(3) Survival of Rights. The rights of indemnification provided by this Section 2 shall continue as to a Director or Officer after he or she has ceased to be a Director or Officer and shall inure to the benefit of his or her heirs, executors, administrators and personal representatives.

(4) Actions by Directors or Officers. Notwithstanding the foregoing, the Corporation shall indemnify any Director or Officer seeking indemnification in connection with a Proceeding initiated by such Director or Officer only if such Proceeding (including any parts of such Proceeding not initiated by such Director or

17

Officer) was authorized in advance by the Board of Directors of the Corporation, unless such Proceeding was brought to enforce such Officer’s or Director’s rights to indemnification or, in the case of Directors, advancement of Expenses under these By-laws in accordance with the provisions set forth herein.

SECTION 3. Indemnification of Non-Officer Employees. Subject to the operation of Section 4 of this Article V of these By-laws, each Non-Officer Employee may, in the discretion of the Board of Directors of the Corporation, be indemnified by the Corporation to the fullest extent authorized by the DGCL, as the same exists or may hereafter be amended, against any or all Expenses and Liabilities that are incurred by such Non-Officer Employee or on such Non-Officer Employee’s behalf in connection with any threatened, pending or completed Proceeding, or any claim, issue or matter therein, which such Non-Officer Employee is, or is threatened to be made, a party to or participant in by reason of such Non-Officer Employee’s Corporate Status, if such Non-Officer Employee acted in good faith and in a manner such Non-Officer Employee reasonably believed to be in or not opposed to the best interests of the Corporation and, with respect to any criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful. The rights of indemnification provided by this Section 3 shall exist as to a Non-Officer Employee after he or she has ceased to be a Non-Officer Employee and shall inure to the benefit of his or her heirs, personal representatives, executors and administrators. Notwithstanding the foregoing, the Corporation may indemnify any Non-Officer Employee seeking indemnification in connection with a Proceeding initiated by such Non-Officer Employee only if such Proceeding was authorized in advance by the Board of Directors of the Corporation.

SECTION 4. Determination. Unless ordered by a court, no indemnification shall be provided pursuant to this Article V to a Director, to an Officer or to a Non-Officer Employee unless a determination shall have been made that such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation and, with respect to any criminal Proceeding, such person had no reasonable cause to believe his or her conduct was unlawful. Such determination shall be made by (a) a majority vote of the Disinterested Directors, even though less than a quorum of the Board of Directors, (b) a committee comprised of Disinterested Directors, such committee having been designated by a majority vote of the Disinterested Directors (even though less than a quorum), (c) if there are no such Disinterested Directors, or if a majority of Disinterested Directors so directs, by independent legal counsel in a written opinion, or (d) by the stockholders of the Corporation.

SECTION 5. Advancement of Expenses to Directors Prior to Final Disposition.

(a) The Corporation shall advance all Expenses incurred by or on behalf of any Director in connection with any Proceeding in which such Director is involved by reason of such Director’s Corporate Status within thirty (30) days after the receipt by the Corporation of a written statement from such Director requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by such Director and shall be preceded or accompanied by an undertaking by or on behalf of such Director to repay any Expenses so advanced if it shall ultimately be determined that such Director is not entitled to be indemnified

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against such Expenses. Notwithstanding the foregoing, the Corporation shall advance all Expenses incurred by or on behalf of any Director seeking advancement of expenses hereunder in connection with a Proceeding initiated by such Director only if such Proceeding (including any parts of such Proceeding not initiated by such Director) was (i) authorized by the Board of Directors of the Corporation, or (ii) brought to enforce such Director’s rights to indemnification or advancement of Expenses under these By-laws.

(b) If a claim for advancement of Expenses hereunder by a Director is not paid in full by the Corporation within thirty (30) days after receipt by the Corporation of documentation of Expenses and the required undertaking, such Director may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and if successful in whole or in part, such Director shall also be entitled to be paid the expenses of prosecuting such claim. The failure of the Corporation (including its Board of Directors or any committee thereof, independent legal counsel, or stockholders) to make a determination concerning the permissibility of such advancement of Expenses under this Article V shall not be a defense to an action brought by a Director for recovery of the unpaid amount of an advancement claim and shall not create a presumption that such advancement is not permissible. The burden of proving that a Director is not entitled to an advancement of expenses shall be on the Corporation.

(c) In any suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Corporation shall be entitled to recover such expenses upon a final adjudication that the Director has not met any applicable standard for indemnification set forth in the DGCL.

SECTION 6. Advancement of Expenses to Officers and Non-Officer Employees Prior to Final Disposition.

(a) The Corporation may, at the discretion of the Board of Directors of the Corporation, advance any or all Expenses incurred by or on behalf of any Officer or any Non-Officer Employee in connection with any Proceeding in which such person is involved by reason of his or her Corporate Status as an Officer or Non-Officer Employee upon the receipt by the Corporation of a statement or statements from such Officer or Non-Officer Employee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by such Officer or Non-Officer Employee and shall be preceded or accompanied by an undertaking by or on behalf of such person to repay any Expenses so advanced if it shall ultimately be determined that such Officer or Non-Officer Employee is not entitled to be indemnified against such Expenses.

(b) In any suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Corporation shall be entitled to recover such expenses upon a final adjudication that the Officer or Non-Officer Employee has not met any applicable standard for indemnification set forth in the DGCL.

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SECTION 7. Contractual Nature of Rights.

(a) The provisions of this Article V shall be deemed to be a contract between the Corporation and each Director and Officer entitled to the benefits hereof at any time while this Article V is in effect, in consideration of such person’s past or current and any future performance of services for the Corporation. Neither amendment, repeal or modification of any provision of this Article V nor the adoption of any provision of the Certificate of Incorporation inconsistent with this Article V shall eliminate or reduce any right conferred by this Article V in respect of any act or omission occurring, or any cause of action or claim that accrues or arises or any state of facts existing, at the time of or before such amendment, repeal, modification or adoption of an inconsistent provision (even in the case of a proceeding based on such a state of facts that is commenced after such time), and all rights to indemnification and advancement of Expenses granted herein or arising out of any act or omission shall vest at the time of the act or omission in question, regardless of when or if any proceeding with respect to such act or omission is commenced. The rights to indemnification and to advancement of expenses provided by, or granted pursuant to, this Article V shall continue notwithstanding that the person has ceased to be a director or officer of the Corporation and shall inure to the benefit of the estate, heirs, executors, administrators, legatees and distributes of such person.

(b) If a claim for indemnification hereunder by a Director or Officer is not paid in full by the Corporation within sixty (60) days after receipt by the Corporation of a written claim for indemnification, such Director or Officer may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim, and if successful in whole or in part, such Director or Officer shall also be entitled to be paid the expenses of prosecuting such claim. The failure of the Corporation (including its Board of Directors or any committee thereof, independent legal counsel, or stockholders) to make a determination concerning the permissibility of such indemnification under this Article V shall not be a defense to an action brought by a Director or Officer for recovery of the unpaid amount of an indemnification claim and shall not create a presumption that such indemnification is not permissible. The burden of proving that a Director or Officer is not entitled to indemnification shall be on the Corporation.

(c) In any suit brought by a Director or Officer to enforce a right to indemnification hereunder, it shall be a defense that such Director or Officer has not met any applicable standard for indemnification set forth in the DGCL.

SECTION 8. Non-Exclusivity of Rights. The rights to indemnification and to advancement of Expenses set forth in this Article V shall not be exclusive of any other right which any Director, Officer, or Non-Officer Employee may have or hereafter acquire under any statute, provision of the Certificate or these By-laws, agreement, vote of stockholders or Disinterested Directors or otherwise.

SECTION 9. Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any Director, Officer or Non-Officer Employee against any liability of any character asserted against or incurred by the Corporation or any such Director, Officer or Non-Officer Employee, or arising out of any such person’s Corporate Status, whether or not the Corporation would have the power to indemnify such person against such liability under the DGCL or the provisions of this Article V.

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SECTION 10. Other Indemnification. The Corporation’s obligation, if any, to indemnify or provide advancement of Expenses to any person under this Article V as a result of such person serving, at the request of the Corporation, as a director, partner, trustee, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise shall be reduced by any amount such person may collect as indemnification or advancement of Expenses from such other corporation, partnership, joint venture, trust, employee benefit plan or enterprise (the “Primary Indemnitor”). Any indemnification or advancement of Expenses under this Article V owed by the Corporation as a result of a person serving, at the request of the Corporation, as a director, partner, trustee, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise shall only be in excess of, and shall be secondary to, the indemnification or advancement of Expenses available from the applicable Primary Indemnitor(s) and any applicable insurance policies.

ARTICLE VI

Miscellaneous Provisions

SECTION 1. Fiscal Year. The fiscal year of the Corporation shall be determined by the Board of Directors.

SECTION 2. Seal. The Board of Directors shall have power to adopt and alter the seal of the Corporation.

SECTION 3. Execution of Instruments. All deeds, leases, transfers, contracts, bonds, notes and other obligations to be entered into by the Corporation in the ordinary course of its business without director action may be executed on behalf of the Corporation by the Chairman of the Board, if one is elected, the President or the Treasurer or any other officer, employee or agent of the Corporation as the Board of Directors or the executive committee of the Board may authorize.

SECTION 4. Voting of Securities. Unless the Board of Directors otherwise provides, the Chairman of the Board, if one is elected, the President or the Treasurer may waive notice of and act on behalf of the Corporation, or appoint another person or persons to act as proxy or attorney in fact for the Corporation with or without discretionary power and/or power of substitution, at any meeting of stockholders or shareholders of any other corporation or organization, any of whose securities are held by the Corporation.

SECTION 5. Resident Agent. The Board of Directors may appoint a resident agent upon whom legal process may be served in any action or proceeding against the Corporation.

SECTION 6. Corporate Records. The original or attested copies of the Certificate, By-laws and records of all meetings of the incorporators, stockholders and the Board of Directors and the stock transfer books, which shall contain the names of all stockholders, their record

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addresses and the amount of stock held by each, may be kept outside the State of Delaware and shall be kept at the principal office of the Corporation, at an office of its counsel, at an office of its transfer agent or at such other place or places as may be designated from time to time by the Board of Directors.

SECTION 7. Certificate. All references in these By-laws to the Certificate shall be deemed to refer to the Ninth Amended and Restated Certificate of Incorporation of the Corporation, as amended and/or restated and in effect from time to time.

SECTION 8. Exclusive Jurisdiction of Delaware Courts. Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law or the Certificate or By-laws, or (iv) any action asserting a claim against the Corporation governed by the internal affairs doctrine. Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Section 8.

SECTION 9. Amendment of By-laws.

(a) Amendment by Directors. Except as provided otherwise by law, these By-laws may be amended or repealed by the Board of Directors by the affirmative vote of a majority of the directors then in office.

(b) Amendment by Stockholders. These By-laws may be amended or repealed at any Annual Meeting, or special meeting of stockholders called for such purpose in accordance with these By-Laws, by the affirmative vote of at least seventy-five percent (75%) of the outstanding shares entitled to vote on such amendment or repeal, voting together as a single class; provided, however, that if the Board of Directors recommends that stockholders approve such amendment or repeal at such meeting of stockholders, such amendment or repeal shall only require the affirmative vote of the majority of the outstanding shares entitled to vote on such amendment or repeal, voting together as a single class. Notwithstanding the foregoing, stockholder approval shall not be required unless mandated by the Certificate, these By-laws, or other applicable law.

SECTION 10. Notices. If mailed, notice to stockholders shall be deemed given when deposited in the mail, postage prepaid, directed to the stockholder at such stockholder’s address as it appears on the records of the Corporation. Without limiting the manner by which notice otherwise may be given to stockholders, any notice to stockholders may be given by electronic transmission in the manner provided in Section 232 of the DGCL.

SECTION 11. Waivers. A written waiver of any notice, signed by a stockholder or director, or waiver by electronic transmission by such person, whether given before or after the time of the event for which notice is to be given, shall be deemed equivalent to the notice required to be given to such person. Neither the business to be transacted at, nor the purpose of, any meeting need be specified in such a waiver.

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ADOPTED: February 28, 2014, subject to effectiveness of the Company’s Registration Statement on Form S-1.

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EX-4.1

Exhibit 4.1

BORDERFREE NUMBER C INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE BORDERFREE, INC. COMMON STOCK SHARES CUSIP 09970L 10 0 SEE REVERSE FOR CERTAIN DEFINITIONS THIS CERTIFIES THATC IS THE REGISTERED HOLDER OF FULLY PAID AND NON-ASSESSABLE SHARES Borderfree, OF THE COMMON Inc. STO CK, $0.01 PAR VALUE PER SHARE, OF transferable only on the books of the Corporation by the holder hereof in person or by Attorney upon surrender of this Certificate, properly endorsed. This Certificate is not valid until countersigned and registered by the Transfer Agent and Registrar. WITNESS the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers. Dated: COUNTERSIGNED AND REGISTERED: AMERICAN STOCK TRANSFER &TRUST COMPANY, LLC (Brooklyn, NY) TRANSFER AGENT AND REGISTRAR By: AUTHORIZED SIGNATURE BORDERFREE, INC. CORPORATE SEAL DELAWARE * TREASURER PRESIDENT

The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM	–	as tenants in common	UNIF GIFT MIN ACT–	Custodian
TEN ENT	–	as tenants by the entireties		(Cust)                        (Minor)
JT TEN	–	as joint tenants with right		under Uniform Gifts to Minors
		of survivorship and not as		Act
		tenants in common		(State)

Additional abbreviations may also be used though not in the above list.

For value received,                                                                               hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER

IDENTIFYING NUMBER OF ASSIGNEE

PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING ZIP CODE OF ASSIGNEE

                                                                                                                                                                                                 Shares of the common stock represented by the within Certificate, and do hereby irrevocably constitute and appoint

                                                                                                                                                                                                 Attorney to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises.

Dated

	NOTICE:	THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE, IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT, OR ANY CHANGE WHATSOEVER.
SIGNATURE(S) GUARANTEED:
THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.

EX-4.2

Exhibit 4.2

FIFTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

MARCH 10, 2014

TABLE OF CONTENTS

			Page
1.	Affirmative Covenants			1
	1.1	Delivery of Financial Statements		1
	1.2	Additional Information		2
	1.3	Accounting		2
	1.4	Insurance		2
	1.5	Proprietary Information and Non-Competition Agreements		3
	1.6	Annual Plan		3
	1.7	Confidentiality		3
	1.8	Termination of Financial Information Rights		3
	1.9	Meetings of the Board of Directors		3
2.	Preemptive Right			4
3.	Registration			5
	3.1	Definitions		5
	3.2	Incidental Registration		6
	3.3	Demand Registration		8
	3.4	Form S-3 Registration		8
	3.5	Designation of Underwriter		9
	3.6	Expenses		10
	3.7	Deferral of Filing or Suspension of use of Registration Statement		10
	3.8	Indemnities		10
	3.9	Obligations of the Company		12
	3.10	Assignment of Registration Rights		14
	3.11	“Market Stand-off” Agreement		14
	3.12	Public Information		15
4.	Miscellaneous			15
	4.1	Further Assurances		15
	4.2	Additional Registration Rights		15
	4.3	Governing Law; Jurisdiction		16
	4.4	Successors and Assigns; Assignment		16
	4.5	Entire Agreement; Amendment and Waiver		16
	4.6	Notices, etc.		17
	4.7	Delays or Omissions		17
	4.8	Severability		17
	4.9	Counterparts		17
	4.10	Aggregation of Shares		18
	4.11	Validity		18
	4.12	Additional Parties		18

i

SCHEDULES
Schedule 1	The Purchasers
Schedule 2	Previous Investors

ii

FIFTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

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).

W I T N E S S E T H :

WHEREAS, the Investors are the holders of all of the issued and outstanding Stock of Series A Preferred Stock, the Series B Preferred Stock, the Series C Preferred Stock, the Series D Preferred Stock, and the Series E Preferred Stock of the Company (the “Series A Preferred Stock”, the “Series B Preferred Stock”, the “Series C Preferred Stock”, the “Series D Preferred Stock” and the “Series E Preferred Stock”, respectively, the Series A Preferred Stock, the Series B Preferred Stock, the Series C Preferred Stock, the Series D Preferred Stock, and the Series E Preferred Stock shall collectively be referred to herein as the “Preferred Stock”); and

WHEREAS, the Investors are parties to a certain Fourth Amended and Restated Investors’ Rights Agreement dated June 28, 2012, as amended (the “Prior Agreement”); and

WHEREAS, the parties hereto desire to amend and restate the Prior Agreement to set forth certain matters regarding the ownership of the shares of the Company.

NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, the parties hereby agree to amend and restate the Prior Agreement to read in its entirety as follows:

1. Affirmative Covenants

1.1 Delivery of Financial Statements. The Company shall deliver to each Investor for as long as such Investor holds (on an as-converted basis) at least five percent (5%) of the fully diluted capital stock of the Company:

1.1.1 As soon as practicable, but in any event within one hundred twenty (120) days after the end of each fiscal year of the Company, a consolidated balance sheet of the Company as of the end of such year, and consolidated statements of income and statements of cash flow of the Company for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, United States dollar-denominated, prepared in accordance with United States generally accepted accounting principles (“GAAP”), audited by a “Big 4” firm of independent certified public accountants, and accompanied by an opinion of such firm which opinion shall state that such balance sheet and statements of income and cash flow have been prepared in accordance with GAAP applied on a basis consistent with that of the preceding fiscal year, and present fairly and accurately the financial position of the Company as of their date, and that the audit by such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards;

1.1.2 As soon as practicable after the end of each quarter of the fiscal year of the Company, but in any event within sixty (60) days after the end of each quarter of the fiscal year of the Company, unaudited consolidated (i) statements of income and cash flow for such period and for the period commencing at the end of the previous fiscal year and ending with the end of such quarter and (ii) balance sheet of the Company at the end of such quarter, setting forth in each case in comparative form the figures for the corresponding period of the previous fiscal year, all in reasonable detail, denominated in United States dollars, certified by the vice president of finance or the chief financial officer (or if none, by the chief executive officer) of the Company, that such financial statements were prepared in accordance with GAAP applied on a basis consistent with that of preceding periods and, except as otherwise stated therein, fairly present the financial position of the Company as of their date subject to (x) there being no footnotes contained therein and (y) changes resulting from year-end audit adjustments;

1.1.3 Copies of all filings made with the Securities and Exchange Commission, if any; and

1.1.4 Any other information that such Investor may reasonably request in writing from time to time.

1.2 Additional Information. The Company will permit the authorized representatives of each Investor full and free access, upon reasonable advance notice, to any of the properties of the Company, including its books and records, and to discuss its affairs, finances and accounts with the Company’s management and auditor, provided that the Investors pay the reasonable expenses of the Company in connection with the Investor’s discussions with the auditor. In addition, the Company will deliver to each Investor: (a) immediately upon the happening of any significant event that, in the opinion of the Company, is likely to have a material impact upon the Company or its business, a written notification (includes e-mail) of such event; and (b) with reasonable promptness, such other information and data with respect to the Company, as the Investors may from time to time reasonably request. This Section 1.2 shall not be in limitation of any rights which the Investors or the director designated by the Investors may have under applicable law.

1.3 Accounting. The Company will maintain and cause each of its Subsidiaries to maintain a system of accounting established and administered such that will enable the Company to have its auditors prepare annual audited financial statements in accordance with GAAP consistently applied, and will set aside on its books and cause each of its operating Subsidiaries to set aside on its books all such proper reserves as shall be required for such purpose. For purposes of this Section 1.3, “Subsidiary” means any corporation or entity at least a majority of whose voting securities are at the time owned by the Company, or by one or more of the Company’s Subsidiaries, or by the Company and one or more Subsidiaries.

1.4 Insurance. The Company shall maintain in full force and effect, from financially sound and reputable insurers (and shall pay all premiums), directors indemnity insurance for acts and omissions of each of the Company’s directors in the aggregate amount of at least $5,000,000 in coverage limits and employment practices liability insurance in the aggregate amount of at least $3,000,000 in coverage limits, or, in each case, a greater amount as determined by the Board of Directors of the Company (the “Board” or “Board of Directors”).

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1.5 Proprietary Information and Non-Competition Agreements. The Company will not employ, or continue to employ, any person who will have access to confidential information with respect to the Company and its operations unless such person has executed and delivered a Proprietary Information and Non-Competition Agreement to the satisfaction (as to substance and form) of the Board of Directors.

1.6 Annual Plan. The management of the Company shall establish annually an operating plan and budget for the Company (the “Annual Plan”), which shall be approved by the Board of Directors.

1.7 Confidentiality. The Investors agree that any information obtained pursuant to Sections 1.1 and 1.2 will not be disclosed without the prior written consent of the Company; provided that, in connection with periodic reports to their shareholders or partners, the Investors may, without first obtaining such written consent, make general statements, not containing technical or other confidential information, regarding the nature and progress of the Company’s business; and provided further, that the Investors may provide summary information regarding the Company’s financial information in their reports to their respective shareholders or partners, but may not annex to such reports the full financial information to be provided hereunder by the Company; and provided further, however, that in the event that an Investor is required to disclose such information according to applicable law, such Investor shall exert its reasonable efforts to disclose such information only to the minimum extent required under applicable law but to the extent that its efforts are unsuccessful, such Investor shall be entitled to disclose such information.

1.8 Termination of Financial Information Rights. The Company’s obligation to deliver the financial statements and other information under Sections 1.1 and 1.2 shall terminate and shall be of no further force or effect upon the earlier to occur of: (i) the closing of the Company’s initial firmly underwritten public offering of its Common Stock pursuant to an effective registration statement under the United States Securities Act of 1933, as amended (the “Securities Act”) or equivalent law of another jurisdiction yielding net proceeds to the Company of at least $20,000,000 at a per share price of at least US $6.3711 (subject to adjustment in the event of any stock dividend, stock split, combination of shares, reorganization, recapitalization, reclassification or other similar event affecting the Common Stock) (such offering, a “Qualified Public Offering”), or (ii) with respect to a certain Investor, such time as the shareholdings of such Investor, together with its Affiliates (as defined in Section 5.3 below), in the Company fall below five percent (5%) of the Company’s fully diluted share capital; provided, however, that the Company’s obligation to deliver the monthly statements required under Sections 1.1.3 above shall terminate and be of no further force or effect upon the closing of the Company’s initial firmly underwritten public offering of its Common Stock pursuant to an effective registration statement under the Securities Act or equivalent law of another jurisdiction (an “IPO”). Thereafter, the Company shall deliver to the Investors, and its assignees or transferees, such financial information as the Company from time to time provides to other holders of its shares.

1.9 Meetings of the Board of Directors. Unless otherwise approved by a majority of the directors elected solely by the holders of Preferred Stock, which majority shall include one (1) of the directors nominated by Adams Street V, L.P. (which approval may be submitted to the Company by email or facsimile) or, following a Qualified Public Offering, a majority of all directors elected to the Board of Directors: (i) the Board of Directors shall meet five times annually; and (ii) meetings of the Board of Directors may be held in person or by telephone. The Company shall reimburse members of the Board of Directors for reasonable travel expenses incurred in participating in such meetings.

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2. Preemptive Right. The Company hereby grants to each holder of issued and outstanding Preferred Stock, for as long as it holds (on an as-converted basis) at least three percent (3%) of the fully diluted (assuming the conversion of all convertible equity securities and the exercise of any outstanding options and warrants to purchase shares of the Company) capital stock of the Company (for purposes of this Section, the “Preferred Shareholder”) rights of first refusal to purchase, pro-rata, all (or any part) of New Securities (as defined below) that the Company may, from time to time, propose to sell and issue. The Preferred Shareholder’s pro rata share shall be the ratio of the number of shares of the Company’s Common Stock on an as converted fully diluted (assuming the conversion of all convertible equity securities and the exercise of any outstanding options and warrants to purchase shares of the Company) basis then held by the Preferred Shareholder as of the date of the Rights Notice (as defined in Section 2(b)), to the sum of the total number of outstanding shares of Common Stock as of such date on an as converted fully diluted (assuming the conversion of all convertible equity securities and the exercise of any outstanding options and warrants to purchase shares of the Company) basis. Each Preferred Shareholder shall have a right of over-allotment such that if any Preferred Shareholder fails to exercise its right hereunder to purchase its pro-rata share of New Securities, the other Preferred Shareholders may purchase the non-purchasing Preferred Shareholder’s portion pro-rata according to the shareholding ratio between such other Preferred Shareholders within ten (10) days from the date such non-purchasing holder of Preferred Stock fails to exercise its rights hereunder to purchase its pro-rata share of New Securities.

This preemptive right shall be subject to the following provisions:

(a) “New Securities” shall mean any shares of Common Stock or Preferred Stock of any kind of the Company, whether now or hereafter authorized, and rights, options, or warrants to purchase said shares of Common Stock or Preferred Stock, and securities of any type whatsoever that are, or may become, convertible into said shares of Common Stock or Preferred Stock; provided, however, that “New Securities” shall not include the issuance (i) to employees, directors, consultants of shares or options pursuant to a stock purchase/option plan in effect as of the date of filing of the Amended Certificate or as approved by the Board of Directors, such approval to include a majority of the directors elected solely by the holders of Preferred Stock; (ii) of securities constituting no more than five percent (5%) of the Company’s issued and outstanding share capital in connection with equipment leases, bank loans, or secured debt financing; (iii) of shares upon the conversion of any Preferred Stock; (iv) of securities issuable upon the exercise of warrants existing as of the date of the closing of the transactions contemplated by the Share Purchase Agreement;(v) of shares issued in accordance with the terms of the Share Purchase Agreement, and (vi) of securities representing up to ten percent (10%) of the issued and outstanding share capital of the Company (on a fully diluted basis) issued to Strategic Investors. As used herein “Strategic Investor” means an individual or business entity which, in connection with the issuance of shares to such individual or entity, enters into a significant commercial transaction with the Company which is directly related to the Company’s business, or otherwise is of strategic value to the Company, as determined by the Board of Directors including the affirmative vote of a majority of the directors elected solely by the holders of Preferred Stock.

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(b) If the Company proposes to issue New Securities, it shall give the Preferred Shareholders written notice (the “Rights Notice”) of its intention, describing the New Securities, the price, the general terms upon which the Company proposes to issue them, and the number of shares that the Preferred Shareholder has the right to purchase under this Section 2. Each Preferred Shareholder shall have thirty (30) days from delivery of the Rights Notice to agree to purchase all or any part of its pro-rata share of such New Securities by giving written notice to the Company setting forth the quantity of New Securities to be purchased. In addition, each Preferred Shareholder shall have the right to purchase out of the pro-rata share of any other stockholder (including, for this purpose, any permitted transferee of the stockholder) entitled to such rights, to the extent that such other stockholder does not elect to purchase its full pro-rata share, any amount of shares not purchased by such other stockholder, for the price and on the general terms specified in the Rights Notice. Such additional right of the Preferred Shareholders shall be exercised by giving written notice to the Company within fourteen (14) days of the expiry of the thirty (30) day period referred to hereinabove. If the stockholders who elect to purchase their full pro-rata shares also elect to purchase in the aggregate more than one hundred percent (100%) of their pro-rata share of New Securities, such New Securities shall be sold to such stockholders in accordance with their respective pro-rata share, calculated on an as-converted, fully-diluted basis.

(c) If the Preferred Shareholders fail to exercise in full the right of first refusal within the period or periods specified in Section 2(b), the Company shall have ninety (90) days after delivery of the Rights Notice to sell the unsold New Securities at a price and upon general terms no more favorable to the purchasers thereof than specified in the Company’s notice. If the Company has not sold the New Securities within said ninety (90) day period the Company shall not thereafter issue or sell any New Securities without first offering such securities to the Preferred Shareholders in the manner provided above.

(d) This Section 2 and the preemptive rights granted hereunder shall terminate upon conversion of the Preferred Stock into Common Stock, including without limitation in connection with a Qualified Public Offering.

3. Registration. The following provisions govern the registration of the Company’s securities:

3.1 Definitions. As used herein, the following terms have the following meanings:

“Business Day” means any day that is not a Saturday or Sunday or any other day on which the New York Stock Exchange and the Nasdaq Stock Market are closed for trading.

“Holder” means any holder of outstanding Registrable Shares or shares convertible into Registrable Shares, who acquired such Registrable Shares or shares convertible into Registrable Shares in a transaction or series or transactions not involving any registered public offering.

“Form S-3” means Form S-3 under the Securities Act, as in effect on the date hereof or any registration form under the Securities Act subsequently adopted by the Securities and Exchange Commission (“SEC”) which permits inclusion or incorporation of substantial information by reference to other documents filed by the Company with the SEC.

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“Initiating Holders” means Holders holding at least fifty five percent (55%) of the Registrable Shares.

“Register,” “registered” and “registration” refer to a registration effected by filing a registration statement in compliance with the Securities Act and the declaration or ordering by the Commission of effectiveness of such registration statement, or the equivalent actions under the laws of another jurisdiction.

“Registrable Shares” means (i) shares of Common Stock held by an Investor on the date hereof, (ii) shares of Common Stock issuable upon conversion of the Preferred Stock; (iii) all shares of Common Stock issued by the Company in respect of such shares (whether by means of a stock dividend, stock split, combination or other similar recapitalization affecting such shares) and (iv) all shares of Common Stock that the Investors may hereafter purchase pursuant to their preemptive rights, rights of first refusal or otherwise and shares of Common Stock issued on conversion or exercise of other securities so purchased; provided, however, that Registrable Shares shall not include (i) any shares of Common Stock registered under an effective registration statement filed pursuant to the Securities Act and disposed of in accordance with the registration statement covering them, (ii) any shares of Common Stock publicly sold pursuant to Rule 144 under the Securities Act, or (iii) any shares of Common Stock the holder of which holds; (a) prior to the expiration of any lock-up period in connection with the IPO, one percent (1%) or less of the Company’s outstanding capital stock if such shares can be freely sold pursuant to Rule 144(b)(1) under the Securities Act, or (b) after the expiration of any lock-up period in connection with the IPO, three percent (3%) or less of the Company’s outstanding capital stock if such shares can be freely sold pursuant to Rule 144(b)(1) under the Securities Act.

3.2 Incidental Registration.

3.2.1 Other than in connection with a demand registration under Section 3.3 or Section 3.4 of this Agreement, if at any time the Company, including if the Company qualifies as a well-known seasoned issuer (within the meaning of Rule 405 under the Securities Act) (a “WKSI”), proposes to file (i) a prospectus supplement to an effective shelf registration statement (a “Shelf Registration Statement”), or (ii) a registration statement, other than a Shelf Registration Statement for a delayed or continuous offering pursuant to Rule 415 under the Securities Act, in either case, for the sale of Common Stock for its own account, or for the benefit of the holders of any of its securities other than the Holders, to an underwriter on a firm commitment basis for reoffering to the public or in a “bought deal” or “registered direct offering” with one or more investment banks (collectively, a “Piggy-Back Underwritten Offering”), then as soon as practicable but not less than fifteen (15) days prior to the filing of (a) any preliminary prospectus supplement relating to such Piggy-Back Underwritten Offering pursuant to Rule 424(b) under the Securities Act, (b) any prospectus supplement relating to such Piggy-Back Underwritten Offering pursuant to Rule 424(b) under the Securities Act (if no preliminary prospectus supplement is used) or (c) such Registration Statement, as the case may be, the Company shall give notice of such proposed

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Piggy-Back Underwritten Offering to the Holders and such notice (a “Piggyback Notice”) shall offer the Holders the opportunity to include in such Piggy-Back Underwritten Offering such number of Registrable Shares as each such Holder may request in writing. Each such Holder shall then have ten (10) days after receiving such notice to request in writing to the Company inclusion of Registrable Shares in the Piggy-Back Underwritten Offering. Upon receipt of any such request for inclusion from a Holder received within the specified time, the Company shall use reasonable best efforts to effect the registration in any Registration Statement of any of the Holders’ Registrable Shares requested to be included on the terms set forth in this Agreement.

3.2.2 Unless the Company qualifies as a WKSI, (i) the Company shall give each Holder fifteen (15) days’ notice prior to filing a Shelf Registration Statement and, upon the written request of any Holder, received by the Company within ten (10) days of such notice to the Holder, the Company shall include in such Shelf Registration Statement a number of Common Stock equal to the aggregate number of Registrable Shares requested to be included without naming any requesting Holder as a selling shareholder and including only a generic description of the holder of such securities (the “Undesignated Registrable Shares”), (ii) the Company shall not be required to give notice to any Holder in connection with a filing pursuant to Section 3.2.1 unless such Holder provided such notice to the Company pursuant to this Section 3.2.2 and included Undesignated Registrable Shares in the Shelf Registration Statement related to such filing, and (iii) at the written request of a Holder given to the Company more than seven (7) days before the date specified in writing by the Company as the Company’s good faith estimate of a launch of a Piggy-Back Underwritten Offering (or such shorter period to which the Company in its sole discretion consents), the Company shall use reasonable best efforts to effect the registration of any of the Holders’ Undesignated Registrable Shares so requested to be included and shall file a post-effective amendment or, if available, a prospectus supplement to a Shelf Registration Statement to include such Undesignated Registrable Shares as any Holder may request, provided that (a) the Company is actively employing its reasonable best efforts to effect such Piggy-Back Underwritten Offering; and (b) the Company shall not be required to effect a post-effective amendment more than two (2) times in any twelve (12)-month period.

3.2.3 Notwithstanding the above, if the managing underwriter of a Piggy-Back Underwritten Offering advises the Company in writing that marketing factors require a limitation of the number of shares to be underwritten, then shares held by the Holders shall be excluded from such registration to the extent necessary to satisfy such limitation (pro rata to the respective number of Registrable Shares held by the Holders seeking to participate in the Piggy-Back Underwritten Offering). Notwithstanding the above, in the event that the Company decides to allow the participation of holders of shares of Common Stock of the Company in the registration of its shares, and the managing underwriter advises the Company in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Holders shall be entitled to register an amount of Registrable Shares equal to one-third of the total amount of shares proposed to be registered by shareholders of the Company (pro rata to the respective number of Registrable Shares held the Holders seeking to participate in the Piggy-Back Underwritten Offering), and thereafter, the Company will register shares on a pro rata basis among all the Company’s shareholders requesting registration of their shares (pro rata to the respective number of Registrable Shares held by the Holders seeking to participate in the Piggy-Back Underwritten Offering). Notwithstanding the foregoing, in any registration by the Company, other than a demand registration pursuant to Section 3.3 below, the Company shall register first the Company’s shares, and thereafter the shares of the shareholders of the Company according to the provisions of this Section.

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3.3 Demand Registration.

3.3.1 At any time the Initiating Holders may request in writing that all or part of the Registrable Shares shall be registered for trading on any securities exchange. Within twenty (20) days after receipt of any such request, the Company shall give written notice (a “Form S-1 Demand Notice”) of such request to the other Holders and shall include in such registration all Registrable Shares held by all such Holders who wish to participate in such demand registration and provide the Company with written requests for inclusion therein within fifteen (15) days after the receipt of the Company’s notice. Thereupon, the Company shall use its best efforts to effect the registration of all Registrable Shares as to which it has received requests for registration for trading on the securities exchange specified in the request for registration; provided, however, that the Company shall not be required to effect any registration under this Section 3.3 within a period of ninety (90) days following the effective date of a previous registration. Notwithstanding any other provision of this Section 3, if the managing underwriter advises the Company in writing that marketing factors require a limitation of the number of shares to be underwritten, then there shall be excluded from such registration and underwriting to the extent necessary to satisfy such limitation, first shares held by shareholders other than the Holders, then shares which the Company may wish to register for its own account, and thereafter, to the extent necessary, shares held by the Holders (pro rata to the respective number of Registrable Shares requested by the Holders to be included in the registration); provided, however, that in any event all Registrable Shares must be included in such registration prior to any other shares of the Company.

3.3.2 The Company may not cause any other registration of securities for sale for its own account (other than a registration effected solely to implement an employee benefit plan) to be initiated after a registration requested pursuant to Section 3.3 and to become effective less than ninety (90) days after the effective date of any registration requested pursuant to Section 3.3. The Company shall not be required to effect more than three (3) registrations under this Section 3.3; provided, however, that such obligation shall be deemed satisfied only when a registration statement covering all Registrable Shares required to be included in such registration as aforesaid for sale in accordance with the method of disposition specified by the Initiating Holders shall have become effective or if such registration statement has been withdrawn prior to the consummation of the offering at the request of the participating Holders (other than as a result of a material adverse change in the business or condition, financial or otherwise, of the Company) and, if such method of disposition is a firm commitment underwritten public offering, all such shares shall have been sold pursuant thereto (not including shares eligible for sale pursuant to the underwriters’ over-allotment option).

3.4 Form S-3 Registration.

3.4.1 In case the Company shall receive from any Holder or Holders holding at least five percent (5%) of the Registrable Shares, a written request or requests that the Company effect a registration on Form S-3, and any related qualification or compliance, with respect to Registrable Shares, the Company will, within twenty (20) days after receipt of any such request, give written notice of the proposed registration, and any related qualification or compliance, to all other Holders, and include in such registration all Registrable Shares held by all such Holders who wish to participate in such registration and

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who have provided the Company with written requests for inclusion therein within fifteen (15) days after the receipt of the Company’s notice. All written requests from any Holder or Holders to effect a registration on Form S-3 pursuant to this Section 3.4 shall indicate whether such Holder(s) intend to effect the offering promptly following effectiveness of the registration statement or whether, pursuant to Section 3.4.2, they intend for the registration statement to remain effective so that they may effect the offering on a delayed basis (a “Shelf Request”). Thereupon, the Company shall effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Shares as are specified in such request, together with all or such portion of the Registrable Shares of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 3.4, (i) if Form S-3 is not available for such offering by the Holders; (ii) if such registration, qualification or compliance would require the Company to be qualified to do business in a jurisdiction in which it is not qualified to do business, or to execute a general consent to service of process in a jurisdiction where it has not previously granted general consent to service of process; (iii) after it has effected six (6) registrations under this Section 3.4; or (iv) if the aggregate price to the public of the shares to be registered is less than $500,000 (five hundred thousand U.S. dollars).

3.4.2 In the event a Form S-3 is filed pursuant to a Shelf Request, upon a written request (a “Form S-3 Demand Notice”) from any Holder or Holders that is entitled to sell securities pursuant to such Form S-3 without filing a post-effective amendment that the Company effect an offering with respect to Registrable Shares (a “Takedown”), the Company will, as soon as practicable, (x) deliver a notice relating to the proposed Takedown to all other Holders (and any of their permitted transferees) who are named or are entitled to be named as selling shareholder in such Form S-3 without filing a post-effective amendment thereto and (y) promptly (and in any event not later than twenty (20) days after receiving such request) supplement the prospectus included in the Shelf Registration Statement as would permit or facilitate the sale and distribution of all or such portion of the Initiating Holders’ Registrable Shares as are specified in such request together with the Registrable Shares requested to be included in such Takedown by any other Holders who notify the Company in writing within ten (10) Business Days after receipt of such notice from the Company; except that (a) the Registrable Shares requested to be offered pursuant to such Takedown must have an anticipated aggregate price to the public (before any underwriting discounts and commissions) of not less than $500,000, (b) the Company shall not be obligated to effect any such Takedown (i) if the Company has within the twelve (12) months period preceding the date of such request already requested three (3) Takedowns under this Section 3.4.2, or (ii) within ninety (90) days of a previous Takedown under this Section 3.4.2 or an offering pursuant to Section 3.3.

3.5 Designation of Underwriter.

3.5.1 In the case of any registration effected pursuant to Section 3.3 or Section 3.4, the majority in interest of the Holders initiating the demand, so long as such holders act together as a single class, shall have the right to designate the managing underwriter(s) in any underwritten offering, provided that such managing underwriter(s) shall be reasonably acceptable to the Company.

3.5.2 In the case of any registration initiated by the Company, the Company shall have the right to designate the managing underwriter in any underwritten offering, following consultation with the Investors.

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3.6 Expenses. All expenses incurred in connection with any registration under Section 3.2, Section 3.3 or Section 3.4 shall be borne by the Company; provided, however, that each of the Holders participating in such registration shall pay its pro rata portion of discounts or commissions payable to any underwriter.

3.7 Deferral of Filing or Suspension of use of Registration Statement. Notwithstanding any other provision of this Agreement, the Company may postpone the filing of any registration statement, or suspend the use of a registration statement or prospectus, further to a request under this Section 3, up to two times in any 12-month period for up to an aggregate of ninety (90) during such 12-month period if the Board of Directors determines, acting in good faith, that the sale under such registration statement would be materially detrimental to the Company at such time.

3.8 Indemnities. In the event of any registered offering of Common Stock pursuant to this Section 3:

3.8.1 The Company will indemnify and hold harmless, to the fullest extent permitted by law, any Holder and any underwriter for such Holder, and each person, if any, who controls the Holder or such underwriter, from and against any and all losses, damages, claims, liabilities, joint or several, costs and expenses (including any amounts paid in any settlement effected with the Company’s consent) to which the Holder or any such underwriter or controlling person may become subject under applicable law or otherwise, insofar as such losses, damages, claims, liabilities (or actions or proceedings in respect thereof), costs or expenses arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in the registration statement or included in the prospectus, as amended or supplemented, or (ii) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances in which they are made, not misleading, and the Company will reimburse the Holder, such underwriter and each such controlling person of the Holder or the underwriter, promptly upon demand, for any reasonable legal or any other expenses incurred by them in connection with investigating, preparing to defend or defending against or appearing as a third-party witness in connection with such loss, claim, damage, liability, action or proceeding; provided, however, that the Company will not be liable in any such case to the extent that any such loss, damage, liability, cost or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished in writing by such Holder, such underwriter or such controlling persons in writing specifically for inclusion therein; provided, further, that this indemnity shall not be deemed to relieve any underwriter of any of its due diligence obligations; provided, further, that the indemnity agreement contained in this subsection 3.8.1 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action if such settlement is effected without the consent of the Company. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the selling shareholder, the underwriter or any controlling person of the selling shareholder or the underwriter, and regardless of any sale in connection with such offering by the selling shareholder. Such indemnity shall survive the transfer of securities by a selling shareholder.

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3.8.2 Each Holder participating in a registration hereunder, severally and not jointly, will indemnify and hold harmless the Company, any underwriter for the Company, and each person, if any, who controls the Company or such underwriter, from and against any and all losses, damages, claims, liabilities, costs or expenses (including any amounts paid in any settlement effected with the selling shareholder’s consent) to which the Company or any such controlling person and/or any such underwriter may become subject under applicable law or otherwise, insofar as such losses, damages, claims, liabilities (or actions or proceedings in respect thereof), costs or expenses arise out of or are based on (i) any untrue or alleged untrue statement of any material fact contained in the registration statement or included in the prospectus, as amended or supplemented, or (ii) the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances in which they were made, not misleading, and each such Holder will reimburse the Company, any underwriter and each such controlling person of the Company or any underwriter, promptly upon demand, for any reasonable legal or other expenses incurred by them in connection with investigating, preparing to defend or defending against or appearing as a third-party witness in connection with such loss, claim, damage, liability, action or proceeding; in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was so made in strict conformity with written information furnished by such Holder specifically for inclusion therein. This indemnity shall not be deemed to relieve any underwriter of any of its due diligence obligations; provided, further, that the indemnity agreement contained in this subsection 3.8.2 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action if such settlement is effected without the consent of the Holders, as the case may be. In no event shall the liability of a Holder exceed the net proceeds from the offering received by such Holder.

3.8.3 Promptly after receipt by an indemnified party pursuant to the provisions of Sections 3.8.1 or 3.8.2 of notice of the commencement of any action involving the subject matter of the foregoing indemnity provisions, such indemnified party will, if a claim thereof is to be made against the indemnifying party pursuant to the provisions of said Section 3.8.1 or 3.8.2, promptly notify the indemnifying party of the commencement thereof; but the omission to notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party unless the indemnifying party is materially prejudiced through the forfeiture of material rights or defenses as a result of such failure to notify. In case such action is brought against any indemnified party and it notifies the indemnifying party of the commencement thereof, the indemnifying party shall have the right to participate in, and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants in any action include both the indemnified party and the indemnifying party and there is a conflict of interests which would prevent counsel for the indemnifying party from also representing the indemnified party, the indemnified party or parties shall have the right to select one separate counsel to participate in the defense of such action on behalf of such indemnified party or parties. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party pursuant to the provisions of said Sections 3.8.1 or 3.8.2 for any legal or other expense subsequently incurred by such indemnified party in connection with the defense thereof, unless (i) the indemnified party shall have employed counsel in accordance with the provision of the preceding sentence, (ii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable

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time after the notice of the commencement of the action and within fifteen (15) days after written notice of the indemnified party’s intention to employ separate counsel pursuant to the previous sentence, or (iii) the indemnifying party has authorized the employment of counsel for the indemnified party at the expense of the indemnifying party. No indemnifying party will consent to entry of any judgment or enter into any settlement that (i) does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation, and (ii) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

3.8.4 If the indemnification provided for in this Section 3.8 for any reason is held by a court of competent jurisdiction to be unavailable to an indemnified party in respect of any losses, claims, damages, expenses or liabilities (or actions in respect thereof) referred to therein, then each indemnifying party under this Section 3.8, in lieu of indemnifying such indemnified party thereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, expenses or liabilities (or actions thereof) in such proportion as is appropriate to reflect the relative fault of the Company and each selling Holder in connection with the statements or omissions which resulted in such losses, claims, damages, expenses or liabilities, as well as any other relevant equitable considerations. The relative fault of the Company and each selling Holder shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or the selling Holders and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

3.8.5 The Company, the selling Holders agree that it would not be just and equitable if contribution pursuant to this Section 3.8 were determined by pro rata or per capita allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. In no event, however, shall a selling Holder be required to contribute any amount under this Section 3.8.5 in excess of the net proceeds (net of underwriting discounts and commissions, but not other expenses) received by such selling Holder from its sale of Registrable Shares under such registration statement, except in the case of fraud by such selling Holder. No Person found guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not found guilty of such fraudulent misrepresentation.

3.9 Obligations of the Company. Whenever required under this Section 3 to effect the registration of any Registrable Shares, the Company shall, as expeditiously as possible:

3.9.1 prepare and file with the SEC a registration statement with respect to such Registrable Shares and use its best efforts to cause such registration statement to become effective, and, upon the request of the holders of a majority of the Registrable Shares registered thereunder, keep such registration statement effective for a period of up to nine (9) months or, if sooner, until the distribution contemplated in the Registration Statement has been completed.

3.9.2 prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection with such

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registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Shares covered by such registration statement, provided, however, that before filing a registration statement or prospectus or any amendments or supplements thereto, or comparable statements under securities or state “blue sky” laws of any jurisdiction, or any free writing prospectus related thereto, the Company will furnish to (i) counsel for the Holders participating in the planned offering (selected by a majority in interest of the Holders participating in the registration in the case of a Piggy-Back Underwritten Offering or by the Initiating Holder in the event of a registration pursuant to Section 3.3 or 3.4)), (ii) counsel for any lead managing underwriter(s), if any, and (iii) counsel for any Holder of Registrable Shares which Holder, in its good faith judgment (based on the advice of outside counsel) could reasonably be expected to be deemed to be an underwriter or controlling Person of the Company, copies of all such documents proposed to be filed (including all exhibits thereto other than documents that are incorporated by reference), which documents will be subject to the review and reasonable comment of each such counsel.

3.9.3 furnish to the Holders such numbers of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of Registrable Shares owned by them.

3.9.4 in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of such offering. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement.

3.9.5 notify each holder of Registrable Shares covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing and use its reasonable best efforts to promptly prepare, file with the Securities and Exchange Commission, and furnish to each such seller and each underwriter, if any, a reasonable number of copies of a prospectus supplemented or amended so that, as thereafter delivered to the purchasers of such Registrable Shares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein in the light of the circumstances under which they were made not misleading.

3.9.6 cause all Registrable Shares registered pursuant hereunder to be listed on each securities exchange on which similar securities issued by the Company are then listed.

3.9.7 provide a transfer agent and registrar for all Registrable Shares registered pursuant hereunder and a CUSIP number for all such Registrable Shares, in each case not later than the effective date of such registration.

3.9.8 subject to each selling Holder to whom the comfort letter is addressed providing a customary representation letter to the independent registered public accounting firm of the Company in form and substance reasonably satisfactory to such

13

accountants, (A) use its reasonable best efforts to obtain customary “comfort” letters from such accountants (to the extent deliverable in accordance with their professional standards) addressed to such selling Holder (to the extent consistent with the Statement on Auditing Standards No. 100 of the American Institute of Certified Public Accountants) and the managing underwriter(s), if any, in customary form and covering matters of the type customarily covered in “comfort” letters in connection with underwritten offerings and (B) use its reasonable best efforts to obtain opinions of counsel to the Company and updates thereof covering matters customarily covered in opinions of counsel in connection with underwritten offerings, addressed to each selling Holder and the managing underwriter(s), if any, provided that the delivery of any “10b-5 statement” and opinion may be conditioned on the prior or concurrent delivery of a comfort letter pursuant to subsection (A) above; provided, further that the Company shall only be required to comply with this clause (l) in connection with an underwritten offering.

3.9.9 use its reasonable best efforts to make available its employees and personnel for participation in “road shows” and other marketing efforts and otherwise provide reasonable assistance to the underwriters (taking into account the reasonable needs of the Company’s businesses and the reasonable requirements of the marketing process) in the marketing of Registrable Shares in any underwritten offering.

3.9.10 take all actions reasonably necessary to effect the registration and sale of the Registrable Shares contemplated hereby.

3.10 Assignment of Registration Rights. Any of the Holders may assign its rights to cause the Company to register Registrable Shares pursuant to this Section 3 to a transferee of all or any part of its Registrable Shares, provided, that the transferor shall, prior to such transfer, furnish the Company with written notice of the name and address of such transferee and the securities with respect to which such registration rights are being assigned, and the transferee’s written agreement to be bound by this Agreement, provided, however that such registration rights may not be assigned in connection with any transfer of Registrable Shares to a transferee whose aggregate holdings, including the shares contemplated for transfer under this Section 3.10, consist of less than one million (1,000,000) Registrable Shares (subject to adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization affecting such shares).

3.11 “Market Stand-off” Agreement. Each Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the IPO or any offering pursuant to Sections 3.2, 3.3 and 3.4 and ending on the date specified by the Company and the managing underwriter (such period not to exceed (i) one hundred and eighty (180) days in the case of the IPO, or (ii) ninety (90) days in the case of any registration other than the IPO, which period may be extended upon the request of the managing underwriter, to the extent required by any FINRA rules, for an additional period of up to fifteen (15) days if the Company issues or proposes to issue an earnings or other public release within fifteen (15) days of the expiration of the ninety (90) or one hundred eighty (180) day (as applicable) lockup period) (i) lend; offer; pledge; sell; contract to sell; sell any option or contract to purchase; purchase any option or contract to sell; grant any option, right, or warrant to purchase; or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction

14

described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash, or otherwise. The foregoing provisions in this Section 3.11 shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall be applicable to Holders only if all officers and directors are subject to the same restrictions and, in the case of the IPO, the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders individually owning more than one percent (1%) of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Preferred Stock). The underwriters in connection with such registration are intended third-party beneficiaries of this Section 3.11 and shall have the right, power, and authority to enforce the provisions hereof as though they were a party hereto. Each Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such registration that are consistent with this Section 3.11 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all Holders subject to such agreements, based on the number of shares subject to such agreements. In addition to the foregoing, no Holder that would be required to sign a lock-up agreement pursuant to this section shall distribute shares to its stockholders, partners or members after receipt of a Piggyback Notice, a Form S-1 Demand Notice or a Form S-3 Demand Notice until such time as such Holder has signed a lock-up agreement required pursuant hereto.

3.12 Public Information. At any time and from time to time after the earlier of the close of business on such date as (a) a registration statement filed by the Company under the Securities Act becomes effective, (b) the Company registers a class of securities under Section 12 of the United States Securities Exchange Act of 1934, as amended, or any federal statute or code which is a successor thereto (the “Exchange Act”), or (c) the Company issues an offering circular meeting the requirements of Regulation A under the Securities Act, the Company shall undertake to make publicly available and available to the Investors pursuant to Rule 144, such information as is necessary to enable the Investors to make sales of Registrable Stock pursuant to that Rule. The Company shall comply with the current public information requirements of Rule 144 and shall furnish thereafter to any Investor, upon request, a written statement executed by the Company as to the steps it has taken to so comply.

4. Miscellaneous.

4.1 Further Assurances. Each of the parties hereto shall perform such further acts and execute such further documents as may reasonably be necessary to carry out and give full effect to the provisions of this Agreement and the intentions of the parties as reflected thereby.

4.2 Additional Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the holders of a majority of the Registrable Shares then outstanding, enter into any agreement with any holder or prospective holder of any equity securities of the Company granting such holder or prospective holder the right to include such securities in any registration statement filed by the Company; provided, however, that the Company may without such consent (i) enter into an agreement with any holder or prospective holder of any securities of the Company that would allow such holder or prospective holder to include such securities in any registration pursuant hereto if the rights of such holder or prospective holder are subordinate or pari passu to the rights of the Holders and (ii) enter into an agreement with any holder or prospective

15

holder of any securities of the Company related to the filing of a resale shelf registration statement to register shares issued to such holder or prospective holder in an acquisition, if and only if such resale shelf registration statement does not permit underwritten offerings.

4.3 Governing Law; Jurisdiction. This Agreement shall be governed by and construed according to the laws of the State of Delaware, without regard to the conflict of laws provisions thereof. Any dispute arising under or in relation to this Agreement shall be resolved exclusively in the United States federal and state courts of the State of Delaware, and each of the parties hereby submits irrevocably to the exclusive jurisdiction of such court.

4.4 Successors and Assigns; Assignment. Except as otherwise expressly limited herein, and subject to the assignment restrictions set forth in Section 3.10, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors, and administrators of the parties hereto. None of the rights, privileges, or obligations set forth in, arising under, or created by this Agreement may be assigned or transferred without the prior consent in writing of each party to this Agreement, with the exception of (a) assignments and transfers between the Investors, and (b) assignments and transfers from a Investor to any other entity which controls, is controlled by, or is under common control with, such Investor, and as to any Investor which is a partnership, assignments and transfers to its partners and to affiliated partnerships managed by the same management company or managing general partner or by an entity which controls, is controlled by, or is under common control with, such management company or managing general partner (“Affiliates”), or (c) assignments or transfers in connection with the transfer of shares to a transferee holding, in the aggregate with its Affiliates (on an as-converted basis), after such transfer of shares, at least three percent (3%) of the Common Stock of the Company on a fully diluted (assuming the conversion of all convertible equity securities and the exercise of any outstanding options and warrants to purchase shares of the Company) basis. Notwithstanding the foregoing clause (c), no Investor shall transfer any of the rights, privileges or obligations set forth herein, arising under, or created by this Agreement to (i) any entity which, in the reasonable determination of the Board, directly or indirectly competes with the Company or (ii) any customer, distributor or supplier of the Company, if the Board should reasonably determine that such transfer would result in such customer, distributor or supplier receiving information that would place the Company at a competitive disadvantage with respect to such customer, distributor or supplier. The Company shall provide a proposing transferor with its written decision as to whether a proposed transfer falls within the definition in clauses (i) or (ii) above within ten (10) days from the receipt by the Company of a written inquiry from a proposing transferor. The non-receipt by such inquiring proposing transferor of such decision by the Company within such ten (10) day period shall be deemed as an irrevocable approval by the Company that such proposed transfer does not fall within such definition and that the transfer to such proposed transferee is approved by the Company.

4.5 Entire Agreement; Amendment and Waiver. This Agreement and the Exhibits hereto constitute the full and entire understanding and agreement between the parties with regard to the subject matters hereof and thereof. This Agreement supersedes any and all prior agreements, understandings, promises and representations made by all or some of the parties (or by either party to the other), written or oral, including the Prior Agreement, concerning the subject matter hereof and the terms applicable hereto. Any term of this Agreement may be amended and the observance of any term hereof may be waived (either prospectively or retroactively and either generally or in a particular instance) only with the written consent of the Company and of the holders of a majority of the Registrable Shares then outstanding, voting together as a single class on an as-converted basis.

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4.6 Notices, etc. All notices and other communications required or permitted hereunder to be given to a party to this Agreement shall be in writing and shall be sent by facsimile, telecopied or mailed by registered or certified mail, postage prepaid, or otherwise delivered by hand or by messenger addressed to such party’s address as set forth below:

if to the Investors:	to the addresses set forth in Schedule 1 and Schedule 2.
if to the Company:	Borderfree, Inc.
	292 Madison Avenue, 5th Floor
	New York, NY 10017, U.S.A.
	Facsimile: (212) 244 3691
	with a copy (which shall not constitute notice) to:
	Mark J. Macenka, Esq.
	Goodwin Procter LLP
	53 State Street
	Boston, MA 02109, U.S.A.
	Facsimile: (617) 523-1231

or such other address with respect to a party as such party shall notify each other party in writing as above provided. Any notice sent in accordance with this Section 5.5 shall be effective (i) if mailed, seven (7) business days after mailing, (ii) if sent by messenger, upon delivery, and (iii) if sent via telecopier, upon transmission and electronic confirmation of receipt or (if transmitted and received on a non-business day) on the first business day following transmission and electronic confirmation of receipt).

4.7 Delays or Omissions. No delay or omission to exercise any right, power, or remedy accruing to any party upon any breach or default under this Agreement, shall be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent, or approval of any kind or character on the part of any party of any breach or default under this Agreement, or any waiver on the part of any party of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement or by law or otherwise afforded to any of the parties, shall be cumulative and not alternative.

4.8 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable under applicable law, then such provision shall be excluded from this Agreement and the remainder of this Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms; provided, however, that in such event this Agreement shall be interpreted so as to give effect, to the greatest extent consistent with and permitted by applicable law, to the meaning and intention of the excluded provision as determined by such court of competent jurisdiction.

4.9 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and enforceable against the parties actually executing such counterpart, and all of which together shall constitute one and the same instrument.

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4.10 Aggregation of Shares. All Preferred Stock (and any Common Stock issued upon conversion of any Preferred Stock) held or acquired by affiliated entities or persons shall be aggregated together for the purpose of determining the availability of any rights and any pro-rata calculation under this Agreement. For avoidance of doubt, all shares of Preferred Stock (and any Common Stock issued upon conversion of any Preferred Stock) held by the Delta Entities (as defined in Schedule 2) shall be aggregated with the shares of Preferred Stock (and any Common Stock issued upon conversion of any Preferred Stock) held by any Affiliates of the Delta Entities, and all shares of Preferred Stock (and any Common Stock issued upon conversion of any Preferred Stock) held by the Pitango Entities (as defined in Schedule 2) shall be aggregated with the shares of Preferred Stock (and any Common Stock issued upon conversion of any Preferred Stock) held by any Affiliates of the Pitango Entities. For the removal of any doubt, and for the purpose of this Agreement, the SFKT Group (as defined in Schedule 2) shall be deemed Affiliates of the Pitango Entities. For avoidance of doubt, and for the purposes of this Agreement, all shares of Preferred Stock (and any Common Stock issued upon conversion of any Preferred Stock) held by the Adams Street Entities (as defined in Schedule 1) shall be aggregated with the shares of Preferred Stock (and any Common Stock issued upon conversion of any Preferred Stock) held by any Affiliates of the Adams Street Entities.

4.11 Validity. This Agreement shall be in full force and effect upon its signing by the Company and the holders of at least a majority of the Preferred Stock voting together as a single, separate class, on an as-converted basis.

4.12 Additional Parties. Additional persons or entities who (i) purchase additional shares of Series E Preferred Stock pursuant to the Share Purchase Agreement, as a condition to the purchase of such shares, or (ii) purchase capital stock of the Company, if consented to in writing by the Company and the holders of at least a majority of the Registrable Shares then outstanding voting together as a single class on an as-converted basis, shall become parties to this Agreement by executing a counterpart signature page. By virtue of the execution of a counterpart signature page to this Agreement, such person shall be deemed a Purchaser hereunder and thereupon Schedule 1 attached hereto shall be automatically amended without further action on the part of any of the parties hereto to reflect that such party is a Purchaser hereunder. The parties hereto hereby acknowledge and agree that Michael DeSimone, Kris Green and Plenus Technologies Ltd. shall be Investors for purposes hereunder.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the parties have signed this Fifth Amended and Restated Investors’ Rights Agreement as of the date first hereinabove set forth.

BORDERFREE, INC.
By:	/s/ Michael DeSimone
Name:	Michael DeSimone
Title:	President and CEO

Fifth Amended and Restated Investors’ Rights Agreement Signature Page

IN WITNESS WHEREOF, the parties have signed this Fifth Amended and Restated Investors’ Rights Agreement as of the date first hereinabove set forth.

ADAMS STREET V, L.P.
By:	Adams Street Partners, LLC, its General Partner
By:	/s/ Jeffrey T. Diehl
Name:	Jeffrey T. Diehl
Title:	Partner
BVCF IV, L.P.
By:	Adams Street Partners, LLC, its General Partner
By:	/s/ Jeffrey T. Diehl
Name:	Jeffrey T.Diehl
Title:	Partner

Fifth Amended and Restated Investors’ Rights Agreement Signature Page

IN WITNESS WHEREOF, the parties have signed this Fifth Amended and Restated Investors’ Rights Agreement as of the date first hereinabove set forth.

DELTA FUND I (ISRAEL), L.P.		GMULOT DELTA FUND I, L.P.
By:	/s/ Ofer Timor	By:	/s/ Ofer Timor
Name:	Ofer Timor	Name:	Ofer Timor
Title:	Managing Partner	Title:	Managing Partner
POALIM DELTA FUND, L.P.		DELTA FUND I, L.P.
By:	/s/ Ofer Timor	By:	/s/ Ofer Timor
Name:	Ofer Timor	Name:	Ofer Timor
Title:	Managing Partner	Title:	Managing Partner

Fifth Amended and Restated Investors’ Rights Agreement Signature Page

IN WITNESS WHEREOF, the parties have signed this Fifth Amended and Restated Investors’ Rights Agreement as of the date first hereinabove set forth.

PITANGO VENTURE CAPITAL FUND III (USA) L.P.		PITANGO VENTURE CAPITAL FUND III (ISRAELI INVESTORS) L.P.
By:	/s/ Bruce Crocker	By:	/s/ Bruce Crocker
Name:	Bruce Crocker	Name:	Bruce Crocker
Title:	General Partner	Title:	General Partner
By:	/s/ Isaac Hillel	By:	/s/ Isaac Hillel
Name:	Isaac Hillel	Name:	Isaac Hillel
Title:	Managing General Partner	Title:	Managing General Partner
PITANGO PARALLEL INVESTOR FUND III (USA) L.P.		PITANGO PRINCIPALS FUND III (USA) LP
By:	/s/ Bruce Crocker	By:	/s/ Bruce Crocker
Name:	Bruce Crocker	Name:	Bruce Crocker
Title:	General Partner	Title:	General Partner
By:	/s/ Isaac Hillel	By:	/s/ Isaac Hillel
Name:	Isaac Hillel	Name:	Isaac Hillel
Title:	Managing General Partner	Title:	Managing General Partner
PITANGO VENTURE CAPITAL FUND III TRUSTS 2000 LTD.		PITANGO VENTURE CAPITAL FUND III (USA) NON-Q L.P.
By:	/s/ Bruce Crocker	By:	/s/ Bruce Crocker
Name:	Bruce Crocker	Name:	Bruce Crocker
Title:	General Partner	Title:	General Partner
By:	/s/ Isaac Hillel	By:	/s/ Isaac Hillel
Name:	Isaac Hillel	Name:	Isaac Hillel
Title:	Managing General Partner	Title:	Managing General Partner

Fifth Amended and Restated Investors’ Rights Agreement Signature Page

IN WITNESS WHEREOF, the parties have signed this Fifth Amended and Restated Investors’ Rights Agreement as of the date first hereinabove set forth.

/s/ Daniel T. Ciporin

Daniel T. Ciporin

Fifth Amended and Restated Investors’ Rights Agreement Signature Page

IN WITNESS WHEREOF, the parties have signed this Fifth Amended and Restated Investors’ Rights Agreement as of the date first hereinabove set forth.

/s/ Michael A. DeSimone

Michael A. DeSimone

Fifth Amended and Restated Investors’ Rights Agreement Signature Page

SCHEDULE 1

PURCHASERS

Name	Address
Adams Street V, L.P. BVCF IV, L.P. (collectively, the “Adams Street Entities”)	Both from: 1 N. Wacker Drive, Suite 2200 Chicago, IL 60606, USA Fax: (312) 553-7870
Pitango Venture Capital Fund III (USA) L.P. Pitango Parallel Investor Fund III (USA), L.P. Pitango Venture Capital Fund III (Israeli Investors) L.P. Pitango Venture Capital Fund III (USA) Non-Q L.P. Pitango Venture Capital Fund III Trusts 2000 Ltd. Pitango Principals Fund III (USA) LP (collectively the “Pitango Entities”)	all from 11 HaMenofim St. Bldg. B Herzliya, 46725, Israel Fax. +972-9-9718102
Delta Fund I, L.P. Delta Fund I (Israel), L.P. Gmulot Delta Fund, L.P. Poalim Delta Fund, L.P. (collectively the “Delta Entities”)	all from 85 Medinat Hayehudim, Industry Area of Herzleyia Tel: (972-9) 9517755 Fax: (972-9) 9517799
Vintage Investment Partners V (Cayman) LP Vintage Investment Partners V (Israel) LP (collectively,“Vintage”)	12 Abba Eban Avenue Ackerstein Towers Bldg. D, 10th Floor Herzilyah Pituach 46120 Israel Tel: +972-9-954-8464 Fax: +972-9-954-1012
Venture Strategy Partners II LP Venture Strategy Affiliates Fund LP	Both from: 140 Geary Street, Suite 600 San Francisco, CA 94108-5630
Arko Technological Holdings, LP (f/k/a Leader Tech Ltd.)	21 Ha’arbha St. Tel Aviv Israel

SCHEDULE 2

PREVIOUS INVESTORS

Name	Address
Three-Team (E.W) Ltd.	Tephen, Gan Hatahasyia Kfar Havradim 25147 P.O Box # 43
Yogi Consulting and Investments Ltd.	28 Burla St. Tel-Aviv 69364
Viborg Anstalt Vaduz	Austrasse 27, FL-9490 Vaduz, Liechtenstein
GLE Trust Assets Ltd.	Beit Eliyahu 2 Ibn Gvirol St Tel-Aviv 64077
Collace Services Ltd.	The Craven Trust Company Limited No 1 Seaton Place, St Helier, Jersey JE4 8YJ
Shrem, Fudim, Kelner Founder Group II LP Canada Israel Opportunity Fund III LP Arko Technological Holdings, LP (f/k/a Leader Tech Ltd.) (collectively with Vintage, the “SFKT Group”)	all from 21 Ha’arbha St. Tel Aviv Israel
Stephen J. Getsy Living Trust ON-Line Ventures	c/o Stephen J. Getsy, Trustee ON-Line Ventures 151 Sawgrass Corners Drive, Suite 206 Ponte Vedra, Fl 32082, USA Fax: 904-273-8252
ThinkEquity Investment Partners II LLC	c/o Deborah H. Quazzo ThinkEquity Partners 150 N Wacker Dr, Suite 1950 Chicago, IL 60606, USA Fax: 312-827-6301

Benjamin C. Spero Victor E. Parker Shawn J. Colo David M. Armstrong	All from c/o Spectrum Equity Investors 333 Middlefield Road Menlo Park, CA 94025
Venture Strategy Partners II LP Venture Strategy Affiliates Fund LP (collectively, the “Venture Strategy Entities”)	Both from: 140 Geary Street, Suite 600 San Francisco, CA 94108-5630
Howard L. Crisp	68 Collins Street San Francisco, CA 94118
SRG Holdings Ltd.	P.O. Box 3820 Road Town TORTOLA British Virgin Islands
Glenbrook Partners, LLC	PO Box 7130 Menlo Park, CA 94026, U.S.A
Caymen Partners I, LLC	41 Post Road Bernardsville, New Jersey 07924 Fax 908 766 1829 Attn.: Kelly Doherty
Daniel T. Ciporin	27 Meadow Lane Greenwich, CT 06831
Deepak Kamra	560 Moore Rd Woodside, CA 94062
Michael DeSimone	5 Glen Street, #106 Greenwich, CT 06830
Kris Green	303 Lee Avenue Toronto, ON, Canada M4E 2P7
Schwartz Family Investments (1999) Ltd.	I.D # 512-80226-5 2 Shfeya Street Tel Aviv 69012 Israel
Yuval Tal	c/o Inbal Baruch-Rotter, Adv CBLS, Law Offices Tel Aviv Branch, 5 Azrieli Center SquareTower, 35th Floor Tel Aviv 67021 Israel
Plenus Technologies Ltd.	Delta House 16 Haglim Avenue Herzelia, Israel

EX-5.1

Exhibit 5.1

March 11, 2014

Borderfree, Inc.

292 Madison Avenue, 5^th Floor

New York, NY 10017

Re: Securities Registered under Registration Statement on Form S-1

Ladies and Gentlemen:

We have acted as counsel to you in connection with your filing of a Registration Statement on Form S-1 (File No. 333-193988) (as amended or supplemented, the “Registration Statement”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration of the offering by Borderfree, Inc., a Delaware corporation (the “Company”) of up to 5,750,000 shares (the “Shares”) of the Company’s Common Stock, $0.01 par value per share, including Shares purchasable by the underwriters upon their exercise of an over-allotment option granted to the underwriters by the Company. The Shares are being sold to the several underwriters named in, and pursuant to, an underwriting agreement among the Company and such underwriters (the “Underwriting Agreement”).

We have reviewed such documents and made such examination of law as we have deemed appropriate to give the opinions set forth below. We have relied, without independent verification, on certificates of public officials and, as to matters of fact material to the opinions set forth below, on certificates of officers of the Company.

The opinion set forth below is limited to the Delaware General Corporation Law (which includes reported judicial decisions interpreting the Delaware General Corporation Law).

Based on the foregoing, we are of the opinion that the Shares have been duly authorized and, when the price and other terms upon which the Shares are to be sold have been approved by the Board of Directors of the Company (or a duly authorized committee of the Board of Directors) and the Shares have been issued and delivered against payment in accordance with such terms, the Shares will be validly issued, fully paid and non-assessable.

We hereby consent to the inclusion of this opinion as Exhibit 5.1 to the Registration Statement and to the references to our firm under the caption “Legal Matters” in the Registration Statement. In giving our consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.

Very truly yours,

/s/ Goodwin Procter LLP

GOODWIN PROCTER LLP

EX-10.1

Exhibit 10.1

INDEMNIFICATION AGREEMENT

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.

RECITALS

WHEREAS, the Company desires to attract and retain the services of highly qualified individuals, such as Indemnitee, to serve the Company;

WHEREAS, in order to induce Indemnitee to provide or continue to provide services to the Company, the Company wishes to provide for the indemnification of, and advancement of expenses to, Indemnitee to the maximum extent permitted by law;

WHEREAS, the Certificate of Incorporation (the “Charter”) and the Bylaws (the “Bylaws”) of the Company require indemnification of the officers and directors of the Company, and Indemnitee may also be entitled to indemnification pursuant to the General Corporation Law of the State of Delaware (the “DGCL”);

WHEREAS, the Charter, the Bylaws and the DGCL expressly provide that the indemnification provisions set forth therein are not exclusive, and thereby contemplate that contracts may be entered into between the Company and members of the board of directors, officers and other persons with respect to indemnification;

WHEREAS, the Board of Directors of the Company (the “Board”) has determined that the increased difficulty in attracting and retaining highly qualified persons such as Indemnitee is detrimental to the best interests of the Company’s stockholders;

WHEREAS, it is reasonable and prudent for the Company contractually to obligate itself to indemnify, and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law, regardless of any amendment or revocation of the Charter or the Bylaws, so that they will serve or continue to serve the Company free from undue concern that they will not be so indemnified;

WHEREAS, this Agreement is a supplement to and in furtherance of the indemnification provided in the Charter, the Bylaws and any resolutions adopted pursuant thereto, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder; and

[WHEREAS, Indemnitee has certain rights to indemnification and/or insurance provided by [Name of Fund/Sponsor] which Indemnitee and [Name of Fund/Sponsor] intend to be secondary to the primary obligation of the Company to indemnify Indemnitee as provided in this Agreement, with the Company’s acknowledgment and agreement to the foregoing being a material condition to Indemnitee’s willingness to serve or continue to serve on the Board.]

NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:

Section 1. Services to the Company. Indemnitee agrees to serve as a director of the Company. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee.

Section 2. Definitions.

As used in this Agreement:

(a) “Change in Control” shall mean (i) the sale of all or substantially all of the assets of the Company on a consolidated basis to an unrelated person or entity, (ii) a merger, reorganization or consolidation pursuant to which the holders of the Company’s outstanding voting power and outstanding stock immediately prior to such transaction do not own a majority of the outstanding voting power and outstanding stock or other equity interests of the resulting or successor entity (or its ultimate parent, if applicable) immediately upon completion of such transaction, (iii) the sale of all of the capital stock of the Company to an unrelated person, entity or group thereof acting in concert, or (iv) any other transaction in which the owners of the Company’s outstanding voting power immediately prior to such transaction do not own at least a majority of the outstanding voting power of the Company or any successor entity immediately upon completion of the transaction other than as a result of the acquisition of securities directly from the Company.

(b) “Corporate Status” describes the status of a person as a current or former director of the Company or current or former director, manager, partner, officer, employee, agent or trustee of any other Enterprise which such person is or was serving at the request of the Company.

(c) “Enforcement Expenses” shall include all reasonable attorneys’ fees, court costs, transcript costs, fees of experts, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other out-of-pocket disbursements or expenses of the types customarily incurred in connection with an action to enforce indemnification or advancement rights, or an appeal from such action. Expenses, however, shall not include fees, salaries, wages or benefits owed to Indemnitee.

(d) “Enterprise” shall mean any corporation (other than the Company), partnership, joint venture, trust, employee benefit plan, limited liability company, or other legal entity of which Indemnitee is or was serving at the request of the Company as a director, manager, partner, officer, employee, agent or trustee.

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(e) “Expenses” shall include all reasonable attorneys’ fees, court costs, transcript costs, fees of experts, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other out-of-pocket disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, or otherwise participating in, a Proceeding or an appeal resulting from a Proceeding. Expenses, however, shall not include amounts paid in settlement by Indemnitee, the amount of judgments or fines against Indemnitee or fees, salaries, wages or benefits owed to Indemnitee.

(f) “Independent Counsel” means a law firm, or a partner (or, if applicable, member or shareholder) of such a law firm, that is experienced in matters of Delaware corporation law and neither presently is, nor in the past five (5) years has been, retained to represent: (i) the Company, any subsidiary of the Company, any Enterprise or Indemnitee in any matter material to any such party; or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement. The Company agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all expenses, claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

(g) “Person” shall mean any individual, corporation, partnership (limited or general), limited liability company, limited liability partnership, association, trust, joint venture, unincorporated organization or any similar entity.

(h) The term “Proceeding” shall include any threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether brought in the right of the Company or otherwise and whether of a civil, criminal, administrative, regulatory or investigative nature, and whether formal or informal, in which Indemnitee was, is or will be involved as a party or otherwise by reason of the fact that Indemnitee is or was a director of the Company or is or was serving at the request of the Company as a director, manager, partner, officer, employee, agent or trustee of any Enterprise or by reason of any action taken by Indemnitee or of any action taken on his or her part while acting as a director of the Company or while serving at the request of the Company as a director, manager, partner, officer, employee, agent or trustee of any Enterprise, in each case whether or not serving in such capacity at the time any liability or expense is incurred for which indemnification, reimbursement or advancement of expenses can be provided under this Agreement; provided, however, that the term “Proceeding” shall not include any action, suit or arbitration, or part thereof, initiated by Indemnitee to enforce Indemnitee’s rights under this Agreement as provided for in Section 12(a) of this Agreement.

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Section 3. Indemnity in Third-Party Proceedings. The Company shall indemnify Indemnitee to the extent set forth in this Section 3 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding, other than a Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 3, Indemnitee shall be indemnified against all Expenses, judgments, fines, penalties, excise taxes, and amounts paid in settlement actually and reasonably incurred by Indemnitee or on his or her behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company and, in the case of a criminal proceeding, had no reasonable cause to believe that his or her conduct was unlawful.

Section 4. Indemnity in Proceedings by or in the Right of the Company. The Company shall indemnify Indemnitee to the extent set forth in this Section 4 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 4, Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by Indemnitee or on his or her behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company. No indemnification for Expenses shall be made under this Section 4 in respect of any claim, issue or matter as to which Indemnitee shall have been finally adjudged by a court to be liable to the Company, unless and only to the extent that the Delaware Court of Chancery (the “Delaware Court”) shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification for such expenses as the Delaware Court shall deem proper.

Section 5. Indemnification for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provisions of this Agreement and except as provided in Section 7, to the extent that Indemnitee is a party to or a participant in any Proceeding and is successful in such Proceeding or in defense of any claim, issue or matter therein, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by him or her in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by Indemnitee or on his or her behalf in connection with each successfully resolved claim, issue or matter. For purposes of this Section and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.

Section 6. Reimbursement for Expenses of a Witness or in Response to a Subpoena. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee, by reason of his or her Corporate Status, (i) is a witness in any Proceeding to which Indemnitee is not a party and is not threatened to be made a party or (ii) receives a subpoena with respect to any Proceeding to which Indemnitee is not a party and is not threatened to be made a party, the Company shall reimburse Indemnitee for all Expenses actually and reasonably incurred by him or her or on his or her behalf in connection therewith.

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Section 7. Exclusions. Notwithstanding any provision in this Agreement to the contrary, the Company shall not be obligated under this Agreement:

(a) to indemnify for amounts otherwise indemnifiable hereunder (or for which advancement is provided hereunder) if and to the extent that Indemnitee has otherwise actually received such amounts under any insurance policy, contract, agreement or otherwise[; provided that the foregoing shall not affect the rights of Indemnitee or the Fund Indemnitors as set forth in Section 13(c)];

(b) to indemnify for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common law[, or from the purchase or sale by Indemnitee of such securities in violation of Section 306 of the Sarbanes-Oxley Act of 2002 (“SOX”)];

(c) to indemnify with respect to any Proceeding, or part thereof, brought by Indemnitee against the Company, any legal entity which it controls, any director or officer thereof or any third party, unless (i) the Board has consented to the initiation of such Proceeding or part thereof and (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law; provided, however, that this Section 7(d) shall not apply to (A) counterclaims or affirmative defenses asserted by Indemnitee in an action brought against Indemnitee or (B) any action brought by Indemnitee for indemnification or advancement from the Company under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company in the suit for which indemnification or advancement is being sought as described in Section 12; or

(e) to provide any indemnification or advancement of expenses that is prohibited by applicable law (as such law exists at the time payment would otherwise be required pursuant to this Agreement).

Section 8. Advancement of Expenses. Subject to Section 9(b), the Company shall advance, to the extent not prohibited by law, the Expenses incurred by Indemnitee in connection with any Proceeding, and such advancement shall be made within thirty (30) days after the receipt by the Company of a statement or statements requesting such advances (including any invoices received by Indemnitee, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) from time to time, whether prior to or after final disposition of any Proceeding. Advances shall be unsecured and interest free. Advances shall be made without regard to Indemnitee’s ability to repay the expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. Indemnitee shall qualify for advances upon the execution and delivery to the Company of this Agreement which shall constitute an undertaking providing that Indemnitee undertakes to the fullest extent required by law to repay the advance if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Company. The right to advances under this paragraph shall in all events continue until final disposition of any Proceeding, including any appeal therein. Nothing in this Section 8 shall limit Indemnitee’s right to advancement pursuant to Section 12(e) of this Agreement.

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Section 9. Procedure for Notification and Defense of Claim.

(a) To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request therefor specifying the basis for the claim, the amounts for which Indemnitee is seeking payment under this Agreement, and all documentation related thereto as reasonably requested by the Company.

(b) In the event that the Company shall be obligated hereunder to provide indemnification for or make any advancement of Expenses with respect to any Proceeding, the Company shall be entitled to assume the defense of such Proceeding, or any claim, issue or matter therein, with counsel approved by Indemnitee (which approval shall not be unreasonably withheld or delayed) upon the delivery to Indemnitee of written notice of the Company’s election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently employed by or on behalf of Indemnitee with respect to the same Proceeding; provided that (i) Indemnitee shall have the right to employ separate counsel in any such Proceeding at Indemnitee’s expense and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of such defense, or (C) the Company shall not continue to retain such counsel to defend such Proceeding, then the fees and expenses actually and reasonably incurred by Indemnitee with respect to his or her separate counsel shall be Expenses hereunder.

(c) In the event that the Company does not assume the defense in a Proceeding pursuant to paragraph (b) above, then the Company will be entitled to participate in the Proceeding at its own expense.

(d) The Company shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected without its prior written consent (which consent shall not be unreasonably withheld or delayed). The Company shall not, without the prior written consent of Indemnitee (which consent shall not be unreasonably withheld or delayed), enter into any settlement which (i) includes an admission of fault of Indemnitee, any non-monetary remedy imposed on Indemnitee or any monetary damages for which Indemnitee is not wholly and actually indemnified hereunder or (ii) with respect to any Proceeding with respect to which Indemnitee may be or is made a party or may be otherwise entitled to seek indemnification hereunder, does not include the full release of Indemnitee from all liability in respect of such Proceeding.

Section 10. Procedure Upon Application for Indemnification.

(a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a), a determination, if such determination is required by applicable law, with respect to Indemnitee’s entitlement to indemnification hereunder shall be made in the specific case by one of the following methods: (x) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the Board; or (y) if a Change in Control shall not have occurred:

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(i) by a majority vote of the disinterested directors, even though less than a quorum; (ii) by a committee of disinterested directors designated by a majority vote of the disinterested directors, even though less than a quorum; or (iii) if there are no disinterested directors or if the disinterested directors so direct, by Independent Counsel in a written opinion to the Board. For purposes hereof, disinterested directors are those members of the Board who are not parties to the action, suit or proceeding in respect of which indemnification is sought. In the case that such determination is made by Independent Counsel, a copy of Independent Counsel’s written opinion shall be delivered to Indemnitee and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within thirty (30) days after such determination. Indemnitee shall cooperate with the Independent Counsel or the Company, as applicable, in making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such counsel or the Company, upon reasonable advance request, any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any out-of-pocket costs or expenses (including reasonable attorneys’ fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating with the Independent Counsel or the Company shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.

(b) If the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(a), the Independent Counsel shall be selected by the Board if a Change in Control shall not have occurred or, if a Change in Control shall have occurred, by Indemnitee. Indemnitee or the Company, as the case may be, may, within ten (10) days after written notice of such selection, deliver to the Company or Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or the Delaware Court has determined that such objection is without merit. If, within twenty (20) days after the later of (i) submission by Indemnitee of a written request for indemnification pursuant to Section 9(a), and (ii) the final disposition of the Proceeding, including any appeal therein, no Independent Counsel shall have been selected without objection, either Indemnitee or the Company may petition the Delaware Court for resolution of any objection which shall have been made by Indemnitee or the Company to the selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate. The person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 10(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

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Section 11. Presumptions and Effect of Certain Proceedings.

(a) To the extent permitted by applicable law, in making a determination with respect to entitlement to indemnification hereunder, it shall be presumed that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 9(a) of this Agreement, and the Company shall have the burden of proof to overcome that presumption in connection with the making of any determination contrary to that presumption.

(b) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of guilty, nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his or her conduct was unlawful.

(c) The knowledge and/or actions, or failure to act, of any director, manager, partner, officer, employee, agent or trustee of the Company, any subsidiary of the Company, or any Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.

Section 12. Remedies of Indemnitee.

(a) Subject to Section 12(f), in the event that (i) a determination is made pursuant to Section 10 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(a) of this Agreement within sixty (60) days after receipt by the Company of the request for indemnification for which a determination is to be made other than by Independent Counsel, (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 5 or 6 or the last sentence of Section 10(a) of this Agreement within thirty (30) days after receipt by the Company of a written request therefor (including any invoices received by Indemnitee, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (v) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made within thirty (30) days after a determination has been made that Indemnitee is entitled to indemnification, Indemnitee shall be entitled to an adjudication by the Delaware Court of his or her entitlement to such indemnification or advancement. Alternatively, Indemnitee, at his or her option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a); provided, however, that the foregoing time limitation shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her rights under Section 5 of this Agreement. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

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(b) In the event that a determination shall have been made pursuant to Section 10(a) of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 12 shall be conducted in all respects as a de novo trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 12, the Company shall have the burden of proving Indemnitee is not entitled to indemnification or advancement, as the case may be.

(c) If a determination shall have been made pursuant to Section 10(a) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 12, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law.

(d) The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 12 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement.

(e) The Company shall indemnify Indemnitee to the fullest extent permitted by law against any and all Enforcement Expenses and, if requested by Indemnitee, shall (within thirty (30) days after receipt by the Company of a written request therefor) advance, to the extent not prohibited by law, such Enforcement Expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification or advancement from the Company under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company in the suit for which indemnification or advancement is being sought. Such written request for advancement shall include invoices received by Indemnitee in connection with such Enforcement Expenses but, in the case of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law need not be included with the invoice.

(f) Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification under this Agreement shall be required to be made prior to the final disposition of the Proceeding, including any appeal therein.

Section 13. Non-exclusivity; Survival of Rights; Insurance; [Primacy of Indemnification;] Subrogation.

(a) The rights of indemnification and to receive advancement as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Charter, the Bylaws, any agreement, a vote of stockholders or a resolution of directors, or otherwise. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his or her

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Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in Delaware law, whether by statute or judicial decision, permits greater indemnification or advancement than would be afforded currently under the Charter, Bylaws and this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

(b) To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, managers, partners, officers, employees, agents or trustees of the Company or of any other Enterprise, Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any such director, manager, partner, officer, employee, agent or trustee under such policy or policies. If, at the time of the receipt of a notice of a claim pursuant to the terms hereof, the Company has director and officer liability insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policies.

(c) [The Company hereby acknowledges that Indemnitee has certain rights to indemnification, advancement of expenses and/or insurance provided by [Name of Fund/Sponsor] and certain of [its][their] affiliates (collectively, the “Fund Indemnitors”). The Company hereby agrees (i) that it is the indemnitor of first resort (i.e., its obligations to Indemnitee are primary and any obligation of the Fund Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by Indemnitee are secondary), (ii) that it shall be required to advance the full amount of expenses incurred by Indemnitee and shall be liable for the full amount of all Expenses, judgments, penalties, fines and amounts paid in settlement to the extent legally permitted and as required by the terms of this Agreement and the Charter and/or Bylaws (or any other agreement between the Company and Indemnitee), without regard to any rights Indemnitee may have against the Fund Indemnitors, and (iii) that it irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. The Company further agrees that no advancement or payment by the Fund Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Company shall affect the foregoing and the Fund Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of Indemnitee against the Company. The Company and Indemnitee agree that the Fund Indemnitors are express third party beneficiaries of the terms of this Section 13(c).]

(d) [Except as provided in paragraph (c) above,] [I/i]n the event of any payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee [(other than against the Fund Indemnitors)], who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights.

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(e) [Except as provided in paragraph (c) above,] [T/t]he Company’s obligation to provide indemnification or advancement hereunder to Indemnitee who is or was serving at the request of the Company as a director, manager, partner, officer, employee, agent or trustee of any other Enterprise shall be reduced by any amount Indemnitee has actually received as indemnification or advancement from such other Enterprise.

Section 14. Duration of Agreement. This Agreement shall continue until and terminate upon the later of: (a) ten (10) years after the date that Indemnitee shall have ceased to serve as a director of the Company or (b) one (1) year after the final termination of any Proceeding, including any appeal, then pending in respect of which Indemnitee is granted rights of indemnification or advancement hereunder and of any proceeding commenced by Indemnitee pursuant to Section 12 of this Agreement relating thereto. This Agreement shall be binding upon the Company and its successors and assigns and shall inure to the benefit of Indemnitee and his or her heirs, executors and administrators. The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all, substantially all or a substantial part, of the business and/or assets of the Company, by written agreement in form and substance satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place.

Section 15. Severability. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including, without limitation, each portion of any section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and shall remain enforceable to the fullest extent permitted by law; (b) such provision or provisions shall be deemed reformed to the extent necessary to conform to applicable law and to give the maximum effect to the intent of the parties hereto; and (c) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested thereby.

Section 16. Enforcement.

(a) The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve or continue to serve as a director of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as a director of the Company.

(b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof; provided, however, that this Agreement is a supplement to and in furtherance of the Charter, the Bylaws and applicable law, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder.

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Section 17. Modification and Waiver. No supplement, modification or amendment, or waiver of any provision, of this Agreement shall be binding unless executed in writing by the parties thereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions of this Agreement nor shall any waiver constitute a continuing waiver. No supplement, modification or amendment of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee prior to such supplement, modification or amendment.

Section 18. Notice by Indemnitee. Indemnitee agrees promptly to notify the Company in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or matter which may be subject to indemnification, reimbursement or advancement as provided hereunder. The failure of Indemnitee to so notify the Company shall not relieve the Company of any obligation which it may have to Indemnitee under this Agreement or otherwise.

Section 19. Notices. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given if (i) delivered by hand and receipted for by the party to whom said notice or other communication shall have been directed, (ii) mailed by certified or registered mail with postage prepaid, on the third business day after the date on which it is so mailed, (iii) mailed by reputable overnight courier and receipted for by the party to whom said notice or other communication shall have been directed or (iv) sent by facsimile transmission, with receipt of oral confirmation that such transmission has been received:

(a) If to Indemnitee, at such address as Indemnitee shall provide to the Company.

(b) If to the Company to:

Borderfree, Inc.

292 Madison Avenue, 5th Floor

New York, NY 10017 USA

Attention: General Counsel

or to any other address as may have been furnished to Indemnitee by the Company.

Section 20. Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any Proceeding in such proportion as is deemed fair and reasonable in light of all of the circumstances in order to reflect (i) the relative benefits received by the Company and Indemnitee in connection with the event(s) and/or transaction(s) giving rise to such Proceeding; and/or (ii) the relative fault of the Company (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transactions.

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Section 21. Internal Revenue Code Section 409A. The Company intends for this Agreement to comply with the Indemnification exception under Section 1.409A-1(b)(10) of the regulations promulgated under the Internal Revenue Code of 1986, as amended (the “Code”), which provides that indemnification of, or the purchase of an insurance policy providing for payments of, all or part of the expenses incurred or damages paid or payable by Indemnitee with respect to a bona fide claim against Indemnitee or the Company do not provide for a deferral of compensation, subject to Section 409A of the Code, where such claim is based on actions or failures to act by Indemnitee in his or her capacity as a service provider of the Company. The parties intend that this Agreement be interpreted and construed with such intent.

Section 22. Applicable Law and Consent to Jurisdiction. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 12(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally (i) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court, and not in any other state or federal court in the United States of America or any court in any other country, (ii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement, (iii) consent to service of process at the address set forth in Section 19 of this Agreement with the same legal force and validity as if served upon such party personally within the State of Delaware, (iv) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court, and (v) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum.

Section 23. Headings. The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.

Section 24. Identical Counterparts. This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same Agreement. Only one such counterpart signed by the party against whom enforceability is sought needs to be produced to evidence the existence of this Agreement.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the parties have caused this Agreement to be signed as of the day and year first above written.

BORDERFREE, INC.
By:
Name:
Title:
	[Name of Indemnitee]

[Signature Page to Indemnification Agreement]

INDEMNIFICATION AGREEMENT

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.

RECITALS

WHEREAS, the Company desires to attract and retain the services of highly qualified individuals, such as Indemnitee, to serve the Company;

WHEREAS, in order to induce Indemnitee to provide or continue to provide services to the Company, the Company wishes to provide for the indemnification of, and advancement of expenses to, Indemnitee to the maximum extent permitted by law;

WHEREAS, the Certificate of Incorporation (the “Charter”) and the Bylaws (the “Bylaws”) of the Company require indemnification of the officers and directors of the Company, and Indemnitee may also be entitled to indemnification pursuant to the General Corporation Law of the State of Delaware (the “DGCL”);

WHEREAS, the Charter, the Bylaws and the DGCL expressly provide that the indemnification provisions set forth therein are not exclusive, and thereby contemplate that contracts may be entered into between the Company and members of the board of directors, officers and other persons with respect to indemnification;

WHEREAS, the Board of Directors of the Company (the “Board”) has determined that the increased difficulty in attracting and retaining highly qualified persons such as Indemnitee is detrimental to the best interests of the Company’s stockholders;

WHEREAS, it is reasonable and prudent for the Company contractually to obligate itself to indemnify, and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law, regardless of any amendment or revocation of the Charter or the Bylaws, so that they will serve or continue to serve the Company free from undue concern that they will not be so indemnified; and

WHEREAS, this Agreement is a supplement to and in furtherance of the indemnification provided in the Charter, the Bylaws and any resolutions adopted pursuant thereto, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder.

NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:

Section 1. Services to the Company. Indemnitee agrees to serve as [a director and] an officer of the Company. Indemnitee may at any time and for any reason resign from [any] such position (subject to any other contractual obligation or any obligation imposed by law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee.

Section 2. Definitions.

As used in this Agreement:

(a) “Change in Control” shall mean (i) the sale of all or substantially all of the assets of the Company on a consolidated basis to an unrelated person or entity, (ii) a merger, reorganization or consolidation pursuant to which the holders of the Company’s outstanding voting power and outstanding stock immediately prior to such transaction do not own a majority of the outstanding voting power and outstanding stock or other equity interests of the resulting or successor entity (or its ultimate parent, if applicable) immediately upon completion of such transaction, (iii) the sale of all of the capital stock of the Company to an unrelated person, entity or group thereof acting in concert, or (iv) any other transaction in which the owners of the Company’s outstanding voting power immediately prior to such transaction do not own at least a majority of the outstanding voting power of the Company or any successor entity immediately upon completion of the transaction other than as a result of the acquisition of securities directly from the Company.

(b) “Corporate Status” describes the status of a person as a current or former [director or] officer of the Company or current or former director, manager, partner, officer, employee, agent or trustee of any other Enterprise which such person is or was serving at the request of the Company.

(c) “Enforcement Expenses” shall include all reasonable attorneys’ fees, court costs, transcript costs, fees of experts, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other out-of-pocket disbursements or expenses of the types customarily incurred in connection with an action to enforce indemnification or advancement rights, or an appeal from such action. Expenses, however, shall not include fees, salaries, wages or benefits owed to Indemnitee.

(d) “Enterprise” shall mean any corporation (other than the Company), partnership, joint venture, trust, employee benefit plan, limited liability company, or other legal entity of which Indemnitee is or was serving at the request of the Company as a director, manager, partner, officer, employee, agent or trustee.

(e) “Expenses” shall include all reasonable attorneys’ fees, court costs, transcript costs, fees of experts, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other out-of-pocket disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, or otherwise participating in, a Proceeding or an appeal resulting from a Proceeding. Expenses, however, shall not include amounts paid in settlement by Indemnitee, the amount of judgments or fines against Indemnitee or fees, salaries, wages or benefits owed to Indemnitee.

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(f) “Independent Counsel” means a law firm, or a partner (or, if applicable, member or shareholder) of such a law firm, that is experienced in matters of Delaware corporation law and neither presently is, nor in the past five (5) years has been, retained to represent: (i) the Company, any subsidiary of the Company, any Enterprise or Indemnitee in any matter material to any such party; or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement. The Company agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all expenses, claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

(g) “Person” shall mean any individual, corporation, partnership (limited or general), limited liability company, limited liability partnership, association, trust, joint venture, unincorporated organization or any similar entity.

(h) The term “Proceeding” shall include any threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether brought in the right of the Company or otherwise and whether of a civil, criminal, administrative, regulatory or investigative nature, and whether formal or informal, in which Indemnitee was, is or will be involved as a party or otherwise by reason of the fact that Indemnitee is or was [a director or] an officer of the Company or is or was serving at the request of the Company as a director, manager, partner, officer, employee, agent or trustee of any Enterprise or by reason of any action taken by Indemnitee or of any action taken on his or her part while acting as [a director or] an officer of the Company or while serving at the request of the Company as a director, manager, partner, officer, employee, agent or trustee of any Enterprise, in each case whether or not serving in such capacity at the time any liability or expense is incurred for which indemnification, reimbursement or advancement of expenses can be provided under this Agreement; provided, however, that the term “Proceeding” shall not include any action, suit or arbitration, or part thereof, initiated by Indemnitee to enforce Indemnitee’s rights under this Agreement as provided for in Section 12(a) of this Agreement.

Section 3. Indemnity in Third-Party Proceedings. The Company shall indemnify Indemnitee to the extent set forth in this Section 3 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding, other than a Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 3, Indemnitee shall be indemnified against all Expenses, judgments, fines, penalties, excise taxes, and amounts paid in settlement actually and reasonably incurred by Indemnitee or on his or her behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company and, in the case of a criminal proceeding, had no reasonable cause to believe that his or her conduct was unlawful.

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Section 4. Indemnity in Proceedings by or in the Right of the Company. The Company shall indemnify Indemnitee to the extent set forth in this Section 4 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 4, Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by Indemnitee or on his or her behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company. No indemnification for Expenses shall be made under this Section 4 in respect of any claim, issue or matter as to which Indemnitee shall have been finally adjudged by a court to be liable to the Company, unless and only to the extent that the Delaware Court of Chancery (the “Delaware Court”) shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification for such expenses as the Delaware Court shall deem proper.

Section 5. Indemnification for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provisions of this Agreement and except as provided in Section 7, to the extent that Indemnitee is a party to or a participant in any Proceeding and is successful in such Proceeding or in defense of any claim, issue or matter therein, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by him or her in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by Indemnitee or on his or her behalf in connection with each successfully resolved claim, issue or matter. For purposes of this Section and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.

Section 6. Reimbursement for Expenses of a Witness or in Response to a Subpoena. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee, by reason of his or her Corporate Status, (i) is a witness in any Proceeding to which Indemnitee is not a party and is not threatened to be made a party or (ii) receives a subpoena with respect to any Proceeding to which Indemnitee is not a party and is not threatened to be made a party, the Company shall reimburse Indemnitee for all Expenses actually and reasonably incurred by him or her or on his or her behalf in connection therewith.

Section 7. Exclusions. Notwithstanding any provision in this Agreement to the contrary, the Company shall not be obligated under this Agreement:

(a) to indemnify for amounts otherwise indemnifiable hereunder (or for which advancement is provided hereunder) if and to the extent that Indemnitee has otherwise actually received such amounts under any insurance policy, contract, agreement or otherwise;

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(b) to indemnify for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common law;

(c) to indemnify for any reimbursement of, or payment to, the Company by Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by Indemnitee from the sale of securities of the Company pursuant to Section 304 of SOX or any formal policy of the Company adopted by the Board (or a committee thereof), or any other remuneration paid to Indemnitee if it shall be determined by a final judgment or other final adjudication that such remuneration was in violation of law;

(d) to indemnify with respect to any Proceeding, or part thereof, brought by Indemnitee against the Company, any legal entity which it controls, any director or officer thereof or any third party, unless (i) the Board has consented to the initiation of such Proceeding or part thereof and (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law; provided, however, that this Section 7(d) shall not apply to (A) counterclaims or affirmative defenses asserted by Indemnitee in an action brought against Indemnitee or (B) any action brought by Indemnitee for indemnification or advancement from the Company under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company in the suit for which indemnification or advancement is being sought as described in Section 12; or

(e) to provide any indemnification or advancement of expenses that is prohibited by applicable law (as such law exists at the time payment would otherwise be required pursuant to this Agreement).

Section 8. Advancement of Expenses. Subject to Section 9(b), the Company shall advance, to the extent not prohibited by law, the Expenses incurred by Indemnitee in connection with any Proceeding, and such advancement shall be made within thirty (30) days after the receipt by the Company of a statement or statements requesting such advances (including any invoices received by Indemnitee, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) from time to time, whether prior to or after final disposition of any Proceeding. Advances shall be unsecured and interest free. Advances shall be made without regard to Indemnitee’s ability to repay the expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. Indemnitee shall qualify for advances upon the execution and delivery to the Company of this Agreement which shall constitute an undertaking providing that Indemnitee undertakes to the fullest extent required by law to repay the advance if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Company. The right to advances under this paragraph shall in all events continue until final disposition of any Proceeding, including any appeal therein. Nothing in this Section 8 shall limit Indemnitee’s right to advancement pursuant to Section 12(e) of this Agreement.

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Section 9. Procedure for Notification and Defense of Claim.

(a) To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request therefor specifying the basis for the claim, the amounts for which Indemnitee is seeking payment under this Agreement, and all documentation related thereto as reasonably requested by the Company.

(b) In the event that the Company shall be obligated hereunder to provide indemnification for or make any advancement of Expenses with respect to any Proceeding, the Company shall be entitled to assume the defense of such Proceeding, or any claim, issue or matter therein, with counsel approved by Indemnitee (which approval shall not be unreasonably withheld or delayed) upon the delivery to Indemnitee of written notice of the Company’s election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently employed by or on behalf of Indemnitee with respect to the same Proceeding; provided that (i) Indemnitee shall have the right to employ separate counsel in any such Proceeding at Indemnitee’s expense and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of such defense, or (C) the Company shall not continue to retain such counsel to defend such Proceeding, then the fees and expenses actually and reasonably incurred by Indemnitee with respect to his or her separate counsel shall be Expenses hereunder.

(c) In the event that the Company does not assume the defense in a Proceeding pursuant to paragraph (b) above, then the Company will be entitled to participate in the Proceeding at its own expense.

(d) The Company shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected without its prior written consent (which consent shall not be unreasonably withheld or delayed). The Company shall not, without the prior written consent of Indemnitee (which consent shall not be unreasonably withheld or delayed), enter into any settlement which (i) includes an admission of fault of Indemnitee, any non-monetary remedy imposed on Indemnitee or any monetary damages for which Indemnitee is not wholly and actually indemnified hereunder or (ii) with respect to any Proceeding with respect to which Indemnitee may be or is made a party or may be otherwise entitled to seek indemnification hereunder, does not include the full release of Indemnitee from all liability in respect of such Proceeding.

Section 10. Procedure Upon Application for Indemnification.

(a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a), a determination, if such determination is required by applicable law, with respect to Indemnitee’s entitlement to indemnification hereunder shall be made in the specific case by one of the following methods: [(x) if a Change in Control shall have occurred and indemnification is being requested by Indemnitee hereunder in his or her capacity as a director of the Company, by Independent Counsel in a written opinion to the Board; or (y) in any other case,] (i) by a majority vote of the disinterested directors, even though less than a quorum; (ii) by a committee of

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disinterested directors designated by a majority vote of the disinterested directors, even though less than a quorum; or (iii) if there are no disinterested directors or if the disinterested directors so direct, by Independent Counsel in a written opinion to the Board. For purposes hereof, disinterested directors are those members of the Board who are not parties to the action, suit or proceeding in respect of which indemnification is sought. In the case that such determination is made by Independent Counsel, a copy of Independent Counsel’s written opinion shall be delivered to Indemnitee and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within thirty (30) days after such determination. Indemnitee shall cooperate with the Independent Counsel or the Company, as applicable, in making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such counsel or the Company, upon reasonable advance request, any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any out-of-pocket costs or expenses (including reasonable attorneys’ fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating with the Independent Counsel or the Company shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.

(b) If the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(a), the Independent Counsel shall be selected by the Board[; provided that, if a Change in Control shall have occurred and indemnification is being requested by Indemnitee hereunder in his or her capacity as a director of the Company, the Independent Counsel shall be selected by Indemnitee]. Indemnitee [or the Company, as the case may be,] may, within ten (10) days after written notice of such selection, deliver to the Company [or Indemnitee, as the case may be,] a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or the Delaware Court has determined that such objection is without merit. If, within twenty (20) days after the later of (i) submission by Indemnitee of a written request for indemnification pursuant to Section 9(a), and (ii) the final disposition of the Proceeding, including any appeal therein, no Independent Counsel shall have been selected without objection, either Indemnitee or the Company may petition the Delaware Court for resolution of any objection which shall have been made by Indemnitee or the Company to the selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate. The person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 10(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

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Section 11. Presumptions and Effect of Certain Proceedings.

(a) To the extent permitted by applicable law, in making a determination with respect to entitlement to indemnification hereunder, it shall be presumed that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 9(a) of this Agreement, and the Company shall have the burden of proof to overcome that presumption in connection with the making of any determination contrary to that presumption.

(b) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of guilty, nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his or her conduct was unlawful.

(c) The knowledge and/or actions, or failure to act, of any director, manager, partner, officer, employee, agent or trustee of the Company, any subsidiary of the Company, or any Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.

Section 12. Remedies of Indemnitee.

(a) Subject to Section 12(f), in the event that (i) a determination is made pursuant to Section 10 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(a) of this Agreement within sixty (60) days after receipt by the Company of the request for indemnification for which a determination is to be made other than by Independent Counsel, (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 5 or 6 or the last sentence of Section 10(a) of this Agreement within thirty (30) days after receipt by the Company of a written request therefor (including any invoices received by Indemnitee, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (v) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made within thirty (30) days after a determination has been made that Indemnitee is entitled to indemnification, Indemnitee shall be entitled to an adjudication by the Delaware Court of his or her entitlement to such indemnification or advancement. Alternatively, Indemnitee, at his or her option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a); provided, however, that the foregoing time limitation shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her rights under Section 5 of this Agreement. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

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(b) In the event that a determination shall have been made pursuant to Section 10(a) of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 12 shall be conducted in all respects as a de novo trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 12, the Company shall have the burden of proving Indemnitee is not entitled to indemnification or advancement, as the case may be.

(c) If a determination shall have been made pursuant to Section 10(a) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 12, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law.

(d) The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 12 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement.

(e) The Company shall indemnify Indemnitee to the fullest extent permitted by law against any and all Enforcement Expenses and, if requested by Indemnitee, shall (within thirty (30) days after receipt by the Company of a written request therefor) advance, to the extent not prohibited by law, such Enforcement Expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification or advancement from the Company under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company in the suit for which indemnification or advancement is being sought. Such written request for advancement shall include invoices received by Indemnitee in connection with such Enforcement Expenses but, in the case of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law need not be included with the invoice.

(f) Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification under this Agreement shall be required to be made prior to the final disposition of the Proceeding, including any appeal therein.

Section 13. Non-exclusivity; Survival of Rights; Insurance; Subrogation.

(a) The rights of indemnification and to receive advancement as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Charter, the Bylaws, any agreement, a vote of stockholders or a resolution of directors, or otherwise. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his or her Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in

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Delaware law, whether by statute or judicial decision, permits greater indemnification or advancement than would be afforded currently under the Charter, Bylaws and this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

(b) To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, managers, partners, officers, employees, agents or trustees of the Company or of any other Enterprise, Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any such director, manager, partner, officer, employee, agent or trustee under such policy or policies. If, at the time of the receipt of a notice of a claim pursuant to the terms hereof, the Company has director and officer liability insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policies.

(c) In the event of any payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights.

(d) The Company’s obligation to provide indemnification or advancement hereunder to Indemnitee who is or was serving at the request of the Company as a director, manager, partner, officer, employee, agent or trustee of any other Enterprise shall be reduced by any amount Indemnitee has actually received as indemnification or advancement from such other Enterprise.

Section 14. Duration of Agreement. This Agreement shall continue until and terminate upon the later of: (a) ten (10) years after the date that Indemnitee shall have ceased to serve as [both a director and] an officer of the Company or (b) one (1) year after the final termination of any Proceeding, including any appeal, then pending in respect of which Indemnitee is granted rights of indemnification or advancement hereunder and of any proceeding commenced by Indemnitee pursuant to Section 12 of this Agreement relating thereto. This Agreement shall be binding upon the Company and its successors and assigns and shall inure to the benefit of Indemnitee and his or her heirs, executors and administrators. The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all, substantially all or a substantial part, of the business and/or assets of the Company, by written agreement in form and substance satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place.

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Section 15. Severability. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including, without limitation, each portion of any section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and shall remain enforceable to the fullest extent permitted by law; (b) such provision or provisions shall be deemed reformed to the extent necessary to conform to applicable law and to give the maximum effect to the intent of the parties hereto; and (c) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested thereby.

Section 16. Enforcement.

(a) The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve or continue to serve as [a director and] an officer of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as [a director and] an officer of the Company.

(b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof; provided, however, that this Agreement is a supplement to and in furtherance of the Charter, the Bylaws and applicable law, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder.

Section 17. Modification and Waiver. No supplement, modification or amendment, or waiver of any provision, of this Agreement shall be binding unless executed in writing by the parties thereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions of this Agreement nor shall any waiver constitute a continuing waiver. No supplement, modification or amendment of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee prior to such supplement, modification or amendment.

Section 18. Notice by Indemnitee. Indemnitee agrees promptly to notify the Company in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or matter which may be subject to indemnification, reimbursement or advancement as provided hereunder. The failure of Indemnitee to so notify the Company shall not relieve the Company of any obligation which it may have to Indemnitee under this Agreement or otherwise.

Section 19. Notices. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given if (i) delivered by hand and receipted for by the party to whom said notice or other communication shall have been directed, (ii) mailed by certified or registered mail with postage prepaid, on the third business day after the date on which it is so mailed, (iii) mailed by reputable overnight courier

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and receipted for by the party to whom said notice or other communication shall have been directed or (iv) sent by facsimile transmission, with receipt of oral confirmation that such transmission has been received:

(a) If to Indemnitee, at such address as Indemnitee shall provide to the Company.

(b) If to the Company to:

Borderfree, Inc.

292 Madison Avenue, 5th Floor

New York, NY 10017 USA

Attention: General Counsel

or to any other address as may have been furnished to Indemnitee by the Company.

Section 20. Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any Proceeding in such proportion as is deemed fair and reasonable in light of all of the circumstances in order to reflect (i) the relative benefits received by the Company and Indemnitee in connection with the event(s) and/or transaction(s) giving rise to such Proceeding; and/or (ii) the relative fault of the Company (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transactions.

Section 21. Internal Revenue Code Section 409A. The Company intends for this Agreement to comply with the Indemnification exception under Section 1.409A-1(b)(10) of the regulations promulgated under the Internal Revenue Code of 1986, as amended (the “Code”), which provides that indemnification of, or the purchase of an insurance policy providing for payments of, all or part of the expenses incurred or damages paid or payable by Indemnitee with respect to a bona fide claim against Indemnitee or the Company do not provide for a deferral of compensation, subject to Section 409A of the Code, where such claim is based on actions or failures to act by Indemnitee in his or her capacity as a service provider of the Company. The parties intend that this Agreement be interpreted and construed with such intent.

Section 22. Applicable Law and Consent to Jurisdiction. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 12(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally (i) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court, and not in any other state or federal court in the United States of America or any court in any other country, (ii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement, (iii) consent to service of process at the address set forth in Section 19 of this Agreement with the same legal force and validity as if served upon such party personally within

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the State of Delaware, (iv) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court, and (v) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum.

Section 23. Headings. The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.

Section 24. Identical Counterparts. This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same Agreement. Only one such counterpart signed by the party against whom enforceability is sought needs to be produced to evidence the existence of this Agreement.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the parties have caused this Agreement to be signed as of the day and year first above written.

BORDERFREE, INC.
By:
Name:
Title:
	[Name of Indemnitee]

[Signature Page to Indemnification Agreement]

EX-10.3

Exhibit 10.3

BORDERFREE, INC.

2014 STOCK OPTION AND INCENTIVE PLAN

SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS

The name of the plan is the Borderfree, Inc. 2014 Stock Option and Incentive Plan (the “Plan”). The purpose of the Plan is to encourage and enable the officers, employees, Non-Employee Directors and other key persons (including Consultants) of Borderfree, Inc. (the “Company”) and its Subsidiaries upon whose judgment, initiative and efforts the Company largely depends for the successful conduct of its business to acquire a proprietary interest in the Company. It is anticipated that providing such persons with a direct stake in the Company’s welfare will assure a closer identification of their interests with those of the Company and its stockholders, thereby stimulating their efforts on the Company’s behalf and strengthening their desire to remain with the Company.

The following terms shall be defined as set forth below:

“Act” means the Securities Act of 1933, as amended, and the rules and regulations thereunder.

“Administrator” means either the Board or the compensation committee of the Board or a similar committee performing the functions of the compensation committee and which is comprised of not less than two Non-Employee Directors who are independent.

“Award” or “Awards,” except where referring to a particular category of grant under the Plan, shall include Incentive Stock Options, Non-Qualified Stock Options, Stock Appreciation Rights, Restricted Stock Units, Restricted Stock Awards, Unrestricted Stock Awards, Cash-Based Awards, Performance Share Awards and Dividend Equivalent Rights.

“Award Certificate” means a written or electronic document setting forth the terms and provisions applicable to an Award granted under the Plan. Each Award Certificate is subject to the terms and conditions of the Plan.

“Board” means the Board of Directors of the Company.

“Cash-Based Award” means an Award entitling the recipient to receive a cash-denominated payment.

“Code” means the Internal Revenue Code of 1986, as amended, and any successor Code, and related rules, regulations and interpretations.

“Consultant” means any natural person that provides bona fide services to the Company, and such services are not in connection with the offer or sale of securities in a capital-raising transaction and do not directly or indirectly promote or maintain a market for the Company’s securities.

“Covered Employee” means an employee who is a “Covered Employee” within the meaning of Section 162(m) of the Code.

“Dividend Equivalent Right” means an Award entitling the grantee to receive credits based on cash dividends that would have been paid on the shares of Stock specified in the Dividend Equivalent Right (or other award to which it relates) if such shares had been issued to and held by the grantee.

“Effective Date” means the date on which the Plan is approved by stockholders as set forth in Section 21.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder.

“Fair Market Value” of the Stock on any given date means the fair market value of the Stock determined in good faith by the Administrator; provided, however, that if the Stock is admitted to quotation on the National Association of Securities Dealers Automated Quotation System (“NASDAQ”), NASDAQ Global Market or another national securities exchange, the determination shall be made by reference to market quotations. If there are no market quotations for such date, the determination shall be made by reference to the last date preceding such date for which there are market quotations; provided further, however, that if the date for which Fair Market Value is determined is the first day when trading prices for the Stock are reported on a national securities exchange, the Fair Market Value shall be the “Price to the Public” (or equivalent) set forth on the cover page for the final prospectus relating to the Company’s Initial Public Offering.

“Incentive Stock Option” means any Stock Option designated and qualified as an “incentive stock option” as defined in Section 422 of the Code.

“Initial Public Offering” means the consummation of the first underwritten, firm commitment public offering pursuant to an effective registration statement under the Act covering the offer and sale by the Company of its equity securities, or such other event as a result of or following which the Stock shall be publicly held.

“Non-Employee Director” means a member of the Board who is not also an employee of the Company or any Subsidiary.

“Non-Qualified Stock Option” means any Stock Option that is not an Incentive Stock Option.

“Option” or “Stock Option” means any option to purchase shares of Stock granted pursuant to Section 5.

“Performance-Based Award” means any Restricted Stock Award, Restricted Stock Units, Performance Share Award or Cash-Based Award granted to a Covered Employee that is intended to qualify as “performance-based compensation” under Section 162(m) of the Code and the regulations promulgated thereunder.

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“Performance Criteria” means the criteria that the Administrator selects for purposes of establishing the Performance Goal or Performance Goals for an individual for a Performance Cycle. The Performance Criteria (which shall be applicable to the organizational level specified by the Administrator, including, but not limited to, the Company or a unit, division, group, or Subsidiary of the Company) that will be used to establish Performance Goals are limited to the following: total shareholder return, earnings before interest, taxes, depreciation and amortization, net income (loss) (either before or after interest, taxes, depreciation and/or amortization), changes in the market price of the Stock, economic value-added, funds from operations or similar measure, sales or revenue, acquisitions or strategic transactions, operating income (loss), cash flow (including, but not limited to, operating cash flow and free cash flow), return on capital, assets, equity, or investment, return on sales, gross or net profit levels, productivity, expense, margins, operating efficiency, customer satisfaction, working capital, earnings (loss) per share of Stock, sales or market shares and number of customers, any of which may be measured either in absolute terms or as compared to any incremental increase or as compared to results of a peer group.

“Performance Cycle” means one or more periods of time, which may be of varying and overlapping durations, as the Administrator may select, over which the attainment of one or more Performance Criteria will be measured for the purpose of determining a grantee’s right to and the payment of a Restricted Stock Award, Restricted Stock Units, Performance Share Award or Cash-Based Award, the vesting and/or payment of which is subject to the attainment of one or more Performance Goals. Each such period shall not be less than 12 months.

“Performance Goals” means, for a Performance Cycle, the specific goals established in writing by the Administrator for a Performance Cycle based upon the Performance Criteria.

“Performance Share Award” means an Award entitling the recipient to acquire shares of Stock upon the attainment of specified Performance Goals.

“Restricted Stock Award” means an Award of shares of Stock subject to such restrictions and conditions as the Administrator may determine at the time of grant.

“Restricted Stock Units” means an Award of phantom stock units to a grantee.

“Sale Event” shall mean (i) the sale of all or substantially all of the assets of the Company on a consolidated basis to an unrelated person or entity, (ii) a merger, reorganization or consolidation pursuant to which the holders of the Company’s outstanding voting power and outstanding stock immediately prior to such transaction do not own a majority of the outstanding voting power and outstanding stock or other equity interests of the resulting or successor entity (or its ultimate parent, if applicable) immediately upon completion of such transaction, (iii) the sale of all of the Stock of the Company to an unrelated person, entity or group thereof acting in concert, or (iv) any other transaction in which the owners of the Company’s outstanding voting power immediately prior to such transaction do not own at least a majority of the outstanding voting power of the Company or any successor entity immediately upon completion of the transaction other than as a result of the acquisition of securities directly from the Company.

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“Sale Price” means the value as determined by the Administrator of the consideration payable, or otherwise to be received by stockholders, per share of Stock pursuant to a Sale Event.

“Section 409A” means Section 409A of the Code and the regulations and other guidance promulgated thereunder.

“Stock” means the Common Stock, par value $0.0001 per share, of the Company, subject to adjustments pursuant to Section 3.

“Stock Appreciation Right” means an Award entitling the recipient to receive shares of Stock having a value equal to the excess of the Fair Market Value of the Stock on the date of exercise over the exercise price of the Stock Appreciation Right multiplied by the number of shares of Stock with respect to which the Stock Appreciation Right shall have been exercised.

“Subsidiary” means any corporation or other entity (other than the Company) in which the Company has at least a 50 percent interest, either directly or indirectly.

“Ten Percent Owner” means an employee who owns or is deemed to own (by reason of the attribution rules of Section 424(d) of the Code) more than 10 percent of the combined voting power of all classes of stock of the Company or any parent or subsidiary corporation.

“Unrestricted Stock Award” means an Award of shares of Stock free of any restrictions.

SECTION 2. ADMINISTRATION OF PLAN; ADMINISTRATOR AUTHORITY TO SELECT GRANTEES AND DETERMINE AWARDS

(a) Administration of Plan. The Plan shall be administered by the Administrator.

(b) Powers of Administrator. The Administrator shall have the power and authority to grant Awards consistent with the terms of the Plan, including the power and authority:

(i) to select the individuals to whom Awards may from time to time be granted;

(ii) to determine the time or times of grant, and the extent, if any, of Incentive Stock Options, Non-Qualified Stock Options, Stock Appreciation Rights, Restricted Stock Awards, Restricted Stock Units, Unrestricted Stock Awards, Cash-Based Awards, Performance Share Awards and Dividend Equivalent Rights, or any combination of the foregoing, granted to any one or more grantees;

(iii) to determine the number of shares of Stock to be covered by any Award;

(iv) to determine and modify from time to time the terms and conditions, including restrictions, not inconsistent with the terms of the Plan, of any Award, which terms and conditions may differ among individual Awards and grantees, and to approve the forms of Award Certificates;

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(v) to accelerate at any time the exercisability or vesting of all or any portion of any Award;

(vi) subject to the provisions of Section 5(b), to extend at any time the period in which Stock Options may be exercised; and

(vii) at any time to adopt, alter and repeal such rules, guidelines and practices for administration of the Plan and for its own acts and proceedings as it shall deem advisable; to interpret the terms and provisions of the Plan and any Award (including related written instruments); to make all determinations it deems advisable for the administration of the Plan; to decide all disputes arising in connection with the Plan; and to otherwise supervise the administration of the Plan.

All decisions and interpretations of the Administrator shall be binding on all persons, including the Company and Plan grantees.

(c) Delegation of Authority to Grant Options. Subject to applicable law, the Administrator, in its discretion, may delegate to the Chief Executive Officer of the Company all or part of the Administrator’s authority and duties with respect to the granting of Options and Restricted Stock Units to individuals who are (i) not subject to the reporting and other provisions of Section 16 of the Exchange Act and (ii) not Covered Employees. Any such delegation by the Administrator shall include a limitation as to the amount of Options and Restricted Stock Units that may be granted during the period of the delegation and shall contain guidelines as to the determination of the exercise price and the vesting criteria. The Administrator may revoke or amend the terms of a delegation at any time but such action shall not invalidate any prior actions of the Administrator’s delegate or delegates that were consistent with the terms of the Plan.

(d) Award Certificate. Awards under the Plan shall be evidenced by Award Certificates that set forth the terms, conditions and limitations for each Award which may include, without limitation, the term of an Award and the provisions applicable in the event employment or service terminates.

(e) Indemnification. Neither the Board nor the Administrator, nor any member of either or any delegate thereof, shall be liable for any act, omission, interpretation, construction or determination made in good faith in connection with the Plan, and the members of the Board and the Administrator (and any delegate thereof) shall be entitled in all cases to indemnification and reimbursement by the Company in respect of any claim, loss, damage or expense (including, without limitation, reasonable attorneys’ fees) arising or resulting therefrom to the fullest extent permitted by law and/or under the Company’s articles or bylaws or any directors’ and officers’ liability insurance coverage which may be in effect from time to time and/or any indemnification agreement between such individual and the Company.

(f) Foreign Award Recipients. Notwithstanding any provision of the Plan to the contrary, in order to comply with the laws in other countries in which the Company and its Subsidiaries operate or have employees or other individuals eligible for Awards, the Administrator, in its sole discretion, shall have the power and authority to: (i) determine which Subsidiaries shall be covered by the Plan; (ii) determine which individuals outside the United States

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are eligible to participate in the Plan; (iii) modify the terms and conditions of any Award granted to individuals outside the United States to comply with applicable foreign laws; (iv) establish subplans and modify exercise procedures and other terms and procedures, to the extent the Administrator determines such actions to be necessary or advisable (and such subplans and/or modifications shall be attached to this Plan as appendices); provided, however, that no such subplans and/or modifications shall increase the share limitations contained in Section 3(a) hereof; and (v) take any action, before or after an Award is made, that the Administrator determines to be necessary or advisable to obtain approval or comply with any local governmental regulatory exemptions or approvals. Notwithstanding the foregoing, the Administrator may not take any actions hereunder, and no Awards shall be granted, that would violate the Exchange Act or any other applicable United States securities law, the Code, or any other applicable United States governing statute or law.

SECTION 3. STOCK ISSUABLE UNDER THE PLAN; MERGERS; SUBSTITUTION

(a) Stock Issuable. The maximum number of shares of Stock reserved and available for issuance under the Plan shall be 1,920,000 shares (the “Initial Limit”), subject to adjustment as provided in Section 3(c), plus on January 1, 2015 and each January 1 thereafter, the number of shares of Stock reserved and available for issuance under the Plan shall be cumulatively increased by five percent of the number of shares of Stock issued and outstanding on the immediately preceding December 31 or such lesser number of shares of Stock as determined by the Administrator (the “Annual Increase”). Subject to such overall limitation, the maximum aggregate number of shares of Stock that may be issued in the form of Incentive Stock Options shall not exceed the Initial Limit cumulatively increased on January 1, 2015 and on each January 1 thereafter by the lesser of the Annual Increase for such year or 2,000,000 shares of Stock, subject in all cases to adjustment as provided in Section 3(c). The shares of Stock underlying any Awards under the Plan and under the Company’s 2011 Stock Option and Grant Plan that are forfeited, canceled, held back upon exercise of an Option or settlement of an Award to cover the exercise price or tax withholding, reacquired by the Company prior to vesting, satisfied without the issuance of Stock or otherwise terminated (other than by exercise) shall be added back to the shares of Stock available for issuance under the Plan. In the event the Company repurchases shares of Stock on the open market, such shares shall not be added to the shares of Stock available for issuance under the Plan. Subject to such overall limitations, shares of Stock may be issued up to such maximum number pursuant to any type or types of Award; provided, however, that Stock Options or Stock Appreciation Rights with respect to no more than 1,000,000 shares of Stock may be granted to any one individual grantee during any one calendar year period. The shares available for issuance under the Plan may be authorized but unissued shares of Stock or shares of Stock reacquired by the Company.

(b) [Reserved.]

(c) Changes in Stock. Subject to Section 3(d) hereof, if, as a result of any reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar change in the Company’s capital stock, the outstanding shares of Stock are increased or decreased or are exchanged for a different number or kind of shares or other securities of the Company, or additional shares or new or different shares or other securities of the Company or other non-cash assets are distributed with respect to such shares of Stock or

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other securities, or, if, as a result of any merger or consolidation, sale of all or substantially all of the assets of the Company, the outstanding shares of Stock are converted into or exchanged for securities of the Company or any successor entity (or a parent or subsidiary thereof), the Administrator shall make an appropriate or proportionate adjustment in (i) the maximum number of shares reserved for issuance under the Plan, including the maximum number of shares that may be issued in the form of Incentive Stock Options, (ii) the number of Stock Options or Stock Appreciation Rights that can be granted to any one individual grantee and the maximum number of shares that may be granted under a Performance-Based Award, (iii) the number and kind of shares or other securities subject to any then outstanding Awards under the Plan, (iv) the repurchase price, if any, per share subject to each outstanding Restricted Stock Award, and (v) the exercise price for each share subject to any then outstanding Stock Options and Stock Appreciation Rights under the Plan, without changing the aggregate exercise price (i.e., the exercise price multiplied by the number of Stock Options and Stock Appreciation Rights) as to which such Stock Options and Stock Appreciation Rights remain exercisable. The Administrator shall also make equitable or proportionate adjustments in the number of shares subject to outstanding Awards and the exercise price and the terms of outstanding Awards to take into consideration cash dividends paid other than in the ordinary course or any other extraordinary corporate event. The adjustment by the Administrator shall be final, binding and conclusive. No fractional shares of Stock shall be issued under the Plan resulting from any such adjustment, but the Administrator in its discretion may make a cash payment in lieu of fractional shares.

(d) Mergers and Other Transactions. Except as the Administrator may otherwise specify with respect to particular Awards in the relevant Award Certificate, in the case of and subject to the consummation of a Sale Event, the parties thereto may cause the assumption or continuation of Awards theretofore granted by the successor entity, or the substitution of such Awards with new Awards of the successor entity or parent thereof, with appropriate adjustment as to the number and kind of shares and, if appropriate, the per share exercise prices, as such parties shall agree. To the extent the parties to such Sale Event do not provide for the assumption, continuation or substitution of Awards, all Options and Stock Appreciation Rights that are not exercisable immediately prior to the effective time of the Sale Event shall become fully exercisable as of the effective time of the Sale Event, all other Awards with time-based vesting, conditions or restrictions shall become fully vested and nonforfeitable as of the effective time of the Sale Event and all Awards with conditions and restrictions relating to the attainment of performance goals may become vested and nonforfeitable in connection with a Sale Event in the Administrator’s discretion or to the extent specified in the relevant Award Certificate and upon the effective time of the Sale Event, the Plan and all outstanding Awards granted hereunder shall terminate. In the event of such termination, (i) the Company shall have the option (in its sole discretion) to make or provide for a cash payment to the grantees holding Options and Stock Appreciation Rights, in exchange for the cancellation thereof, in an amount equal to the difference between (A) the Sale Price multiplied by the number of shares of Stock subject to outstanding Options and Stock Appreciation Rights (to the extent then exercisable at prices not in excess of the Sale Price) and (B) the aggregate exercise price of all such outstanding Options and Stock Appreciation Rights; or (ii) each grantee shall be permitted, within a specified period of time prior to the consummation of the Sale Event as determined by the Administrator, to exercise all outstanding Options and Stock Appreciation Rights (to the extent then exercisable) held by such grantee.

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(e) Substitute Awards. The Administrator may grant Awards under the Plan in substitution for stock and stock based awards held by employees, directors or other key persons of another corporation in connection with the merger or consolidation of the employing corporation with the Company or a Subsidiary or the acquisition by the Company or a Subsidiary of property or stock of the employing corporation. The Administrator may direct that the substitute awards be granted on such terms and conditions as the Administrator considers appropriate in the circumstances. Any substitute Awards granted under the Plan shall not count against the share limitation set forth in Section 3(a).

SECTION 4. ELIGIBILITY

Grantees under the Plan will be such full or part-time officers and other employees, Non-Employee Directors and key persons (including Consultants) of the Company and its Subsidiaries as are selected from time to time by the Administrator in its sole discretion.

SECTION 5. STOCK OPTIONS

Any Stock Option granted under the Plan shall be in such form as the Administrator may from time to time approve.

Stock Options granted under the Plan may be either Incentive Stock Options or Non-Qualified Stock Options. Incentive Stock Options may be granted only to employees of the Company or any Subsidiary that is a “subsidiary corporation” within the meaning of Section 424(f) of the Code. To the extent that any Option does not qualify as an Incentive Stock Option, it shall be deemed a Non-Qualified Stock Option.

Stock Options granted pursuant to this Section 5 shall be subject to the following terms and conditions and shall contain such additional terms and conditions, not inconsistent with the terms of the Plan, as the Administrator shall deem desirable. If the Administrator so determines, Stock Options may be granted in lieu of cash compensation at the optionee’s election, subject to such terms and conditions as the Administrator may establish.

(a) Exercise Price. The exercise price per share for the Stock covered by a Stock Option granted pursuant to this Section 5 shall be determined by the Administrator at the time of grant but shall not be less than 100 percent of the Fair Market Value on the date of grant. In the case of an Incentive Stock Option that is granted to a Ten Percent Owner, the option price of such Incentive Stock Option shall be not less than 110 percent of the Fair Market Value on the grant date.

(b) Option Term. The term of each Stock Option shall be fixed by the Administrator, but no Stock Option shall be exercisable more than ten years after the date the Stock Option is granted. In the case of an Incentive Stock Option that is granted to a Ten Percent Owner, the term of such Stock Option shall be no more than five years from the date of grant.

(c) Exercisability; Rights of a Stockholder. Stock Options shall become exercisable at such time or times, whether or not in installments, as shall be determined by the Administrator at or after the grant date. The Administrator may at any time accelerate the exercisability of all or any portion of any Stock Option. An optionee shall have the rights of a stockholder only as to shares acquired upon the exercise of a Stock Option and not as to unexercised Stock Options.

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(d) Method of Exercise. Stock Options may be exercised in whole or in part, by giving written or electronic notice of exercise to the Company, specifying the number of shares to be purchased. Payment of the purchase price may be made by one or more of the following methods to the extent provided in the Option Award Certificate:

(i) In cash, by certified or bank check or other instrument acceptable to the Administrator;

(ii) Through the delivery (or attestation to the ownership) of shares of Stock that are not then subject to restrictions under any Company plan. Such surrendered shares shall be valued at Fair Market Value on the exercise date;

(iii) By the optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Company for the purchase price; provided that in the event the optionee chooses to pay the purchase price as so provided, the optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Administrator shall prescribe as a condition of such payment procedure; or

(iv) With respect to Stock Options that are not Incentive Stock Options, by a “net exercise” arrangement pursuant to which the Company will reduce the number of shares of Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate exercise price.

Payment instruments will be received subject to collection. The transfer to the optionee on the records of the Company or of the transfer agent of the shares of Stock to be purchased pursuant to the exercise of a Stock Option will be contingent upon receipt from the optionee (or a purchaser acting in his stead in accordance with the provisions of the Stock Option) by the Company of the full purchase price for such shares and the fulfillment of any other requirements contained in the Option Award Certificate or applicable provisions of laws (including the satisfaction of any withholding taxes that the Company is obligated to withhold with respect to the optionee). In the event an optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the optionee upon the exercise of the Stock Option shall be net of the number of attested shares. In the event that the Company establishes, for itself or using the services of a third party, an automated system for the exercise of Stock Options, such as a system using an internet website or interactive voice response, then the paperless exercise of Stock Options may be permitted through the use of such an automated system.

(e) Annual Limit on Incentive Stock Options. To the extent required for “incentive stock option” treatment under Section 422 of the Code, the aggregate Fair Market Value (determined as of the time of grant) of the shares of Stock with respect to which Incentive Stock Options granted under this Plan and any other plan of the Company or its parent and subsidiary corporations become exercisable for the first time by an optionee during any calendar year shall not exceed $100,000. To the extent that any Stock Option exceeds this limit, it shall constitute a Non-Qualified Stock Option.

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SECTION 6. STOCK APPRECIATION RIGHTS

(a) Exercise Price of Stock Appreciation Rights. The exercise price of a Stock Appreciation Right shall not be less than 100 percent of the Fair Market Value of the Stock on the date of grant.

(b) Grant and Exercise of Stock Appreciation Rights. Stock Appreciation Rights may be granted by the Administrator independently of any Stock Option granted pursuant to Section 5 of the Plan.

(c) Terms and Conditions of Stock Appreciation Rights. Stock Appreciation Rights shall be subject to such terms and conditions as shall be determined from time to time by the Administrator. The term of a Stock Appreciation Right may not exceed ten years.

SECTION 7. RESTRICTED STOCK AWARDS

(a) Nature of Restricted Stock Awards. The Administrator shall determine the restrictions and conditions applicable to each Restricted Stock Award at the time of grant. Conditions may be based on continuing employment (or other service relationship) and/or achievement of pre-established performance goals and objectives. The terms and conditions of each such Award Certificate shall be determined by the Administrator, and such terms and conditions may differ among individual Awards and grantees.

(b) Rights as a Stockholder. Upon the grant of the Restricted Stock Award and payment of any applicable purchase price, a grantee shall have the rights of a stockholder with respect to the voting of the Restricted Stock and receipt of dividends; provided that if the lapse of restrictions with respect to the Restricted Stock Award is tied to the attainment of performance goals, any dividends paid by the Company during the performance period shall accrue and shall not be paid to the grantee until and to the extent the performance goals are met with respect to the Restricted Stock Award. Unless the Administrator shall otherwise determine, (i) uncertificated Restricted Stock shall be accompanied by a notation on the records of the Company or the transfer agent to the effect that they are subject to forfeiture until such Restricted Stock are vested as provided in Section 7(d) below, and (ii) certificated Restricted Stock shall remain in the possession of the Company until such Restricted Stock is vested as provided in Section 7(d) below, and the grantee shall be required, as a condition of the grant, to deliver to the Company such instruments of transfer as the Administrator may prescribe.

(c) Restrictions. Restricted Stock may not be sold, assigned, transferred, pledged or otherwise encumbered or disposed of except as specifically provided herein or in the Restricted Stock Award Certificate. Except as may otherwise be provided by the Administrator either in the Award Certificate or, subject to Section 18 below, in writing after the Award is issued, if a grantee’s employment (or other service relationship) with the Company and its Subsidiaries terminates for any reason, any Restricted Stock that has not vested at the time of termination shall automatically and without any requirement of notice to such grantee from or other action by or on behalf of, the Company be deemed to have been reacquired by the Company at its original

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purchase price (if any) from such grantee or such grantee’s legal representative simultaneously with such termination of employment (or other service relationship), and thereafter shall cease to represent any ownership of the Company by the grantee or rights of the grantee as a stockholder. Following such deemed reacquisition of unvested Restricted Stock that are represented by physical certificates, a grantee shall surrender such certificates to the Company upon request without consideration.

(d) Vesting of Restricted Stock. The Administrator at the time of grant shall specify the date or dates and/or the attainment of pre-established performance goals, objectives and other conditions on which the non-transferability of the Restricted Stock and the Company’s right of repurchase or forfeiture shall lapse. Subsequent to such date or dates and/or the attainment of such pre-established performance goals, objectives and other conditions, the shares on which all restrictions have lapsed shall no longer be Restricted Stock and shall be deemed “vested.” Except as may otherwise be provided by the Administrator either in the Award Certificate or, subject to Section 18 below, in writing after the Award is issued, a grantee’s rights in any shares of Restricted Stock that have not vested shall automatically terminate upon the grantee’s termination of employment (or other service relationship) with the Company and its Subsidiaries and such shares shall be subject to the provisions of Section 7(c) above.

SECTION 8. RESTRICTED STOCK UNITS

(a) Nature of Restricted Stock Units. The Administrator shall determine the restrictions and conditions applicable to each Restricted Stock Unit at the time of grant. Conditions may be based on continuing employment (or other service relationship) and/or achievement of pre-established performance goals and objectives. The terms and conditions of each such Award Certificate shall be determined by the Administrator, and such terms and conditions may differ among individual Awards and grantees. At the end of the deferral period, the Restricted Stock Units, to the extent vested, shall be settled in the form of shares of Stock. To the extent that an award of Restricted Stock Units is subject to Section 409A, it may contain such additional terms and conditions as the Administrator shall determine in its sole discretion in order for such Award to comply with the requirements of Section 409A.

(b) Election to Receive Restricted Stock Units in Lieu of Compensation. The Administrator may, in its sole discretion, permit a grantee to elect to receive a portion of future cash compensation otherwise due to such grantee in the form of an award of Restricted Stock Units. Any such election shall be made in writing and shall be delivered to the Company no later than the date specified by the Administrator and in accordance with Section 409A and such other rules and procedures established by the Administrator. Any such future cash compensation that the grantee elects to defer shall be converted to a fixed number of Restricted Stock Units based on the Fair Market Value of Stock on the date the compensation would otherwise have been paid to the grantee if such payment had not been deferred as provided herein. The Administrator shall have the sole right to determine whether and under what circumstances to permit such elections and to impose such limitations and other terms and conditions thereon as the Administrator deems appropriate. Any Restricted Stock Units that are elected to be received in lieu of cash compensation shall be fully vested, unless otherwise provided in the Award Certificate.

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(c) Rights as a Stockholder. A grantee shall have the rights as a stockholder only as to shares of Stock acquired by the grantee upon settlement of Restricted Stock Units; provided, however, that the grantee may be credited with Dividend Equivalent Rights with respect to the phantom stock units underlying his Restricted Stock Units, subject to such terms and conditions as the Administrator may determine.

(d) Termination. Except as may otherwise be provided by the Administrator either in the Award Certificate or, subject to Section 18 below, in writing after the Award is issued, a grantee’s right in all Restricted Stock Units that have not vested shall automatically terminate upon the grantee’s termination of employment (or cessation of service relationship) with the Company and its Subsidiaries for any reason.

SECTION 9. UNRESTRICTED STOCK AWARDS

Grant or Sale of Unrestricted Stock. The Administrator may, in its sole discretion, grant (or sell at par value or such higher purchase price determined by the Administrator) an Unrestricted Stock Award under the Plan. Unrestricted Stock Awards may be granted in respect of past services or other valid consideration, or in lieu of cash compensation due to such grantee.

SECTION 10. CASH-BASED AWARDS

Grant of Cash-Based Awards. The Administrator may, in its sole discretion, grant Cash-Based Awards to any grantee in such number or amount and upon such terms, and subject to such conditions, as the Administrator shall determine at the time of grant. The Administrator shall determine the maximum duration of the Cash-Based Award, the amount of cash to which the Cash-Based Award pertains, the conditions upon which the Cash-Based Award shall become vested or payable, and such other provisions as the Administrator shall determine. Each Cash-Based Award shall specify a cash-denominated payment amount, formula or payment ranges as determined by the Administrator. Payment, if any, with respect to a Cash-Based Award shall be made in accordance with the terms of the Award and may be made in cash or in shares of Stock, as the Administrator determines.

SECTION 11. PERFORMANCE SHARE AWARDS

(a) Nature of Performance Share Awards. The Administrator may, in its sole discretion, grant Performance Share Awards independent of, or in connection with, the granting of any other Award under the Plan. The Administrator shall determine whether and to whom Performance Share Awards shall be granted, the Performance Goals, the periods during which performance is to be measured, which may not be less than one year except in the case of a Sale Event, and such other limitations and conditions as the Administrator shall determine.

(b) Rights as a Stockholder. A grantee receiving a Performance Share Award shall have the rights of a stockholder only as to shares actually received by the grantee under the Plan and not with respect to shares subject to the Award but not actually received by the grantee. A grantee shall be entitled to receive shares of Stock under a Performance Share Award only upon satisfaction of all conditions specified in the Performance Share Award Certificate (or in a performance plan adopted by the Administrator).

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(c) Termination. Except as may otherwise be provided by the Administrator either in the Award agreement or, subject to Section 18 below, in writing after the Award is issued, a grantee’s rights in all Performance Share Awards shall automatically terminate upon the grantee’s termination of employment (or cessation of service relationship) with the Company and its Subsidiaries for any reason.

SECTION 12. PERFORMANCE-BASED AWARDS TO COVERED EMPLOYEES

(a) Performance-Based Awards. Any employee or other key person providing services to the Company and who is selected by the Administrator may be granted one or more Performance-Based Awards in the form of a Restricted Stock Award, Restricted Stock Units, Performance Share Awards or Cash-Based Award payable upon the attainment of Performance Goals that are established by the Administrator and relate to one or more of the Performance Criteria, in each case on a specified date or dates or over any period or periods determined by the Administrator. The Administrator shall define in an objective fashion the manner of calculating the Performance Criteria it selects to use for any Performance Cycle. Depending on the Performance Criteria used to establish such Performance Goals, the Performance Goals may be expressed in terms of overall Company performance or the performance of a division, business unit, or an individual. The Administrator, in its discretion, may adjust or modify the calculation of Performance Goals for such Performance Cycle in order to prevent the dilution or enlargement of the rights of an individual (i) in the event of, or in anticipation of, any unusual or extraordinary corporate item, transaction, event or development, (ii) in recognition of, or in anticipation of, any other unusual or nonrecurring events affecting the Company, or the financial statements of the Company, or (iii) in response to, or in anticipation of, changes in applicable laws, regulations, accounting principles, or business conditions provided however, that the Administrator may not exercise such discretion in a manner that would increase the Performance-Based Award granted to a Covered Employee. Each Performance-Based Award shall comply with the provisions set forth below.

(b) Grant of Performance-Based Awards. With respect to each Performance-Based Award granted to a Covered Employee, the Administrator shall select, within the first 90 days of a Performance Cycle (or, if shorter, within the maximum period allowed under Section 162(m) of the Code) the Performance Criteria for such grant, and the Performance Goals with respect to each Performance Criterion (including a threshold level of performance below which no amount will become payable with respect to such Award). Each Performance-Based Award will specify the amount payable, or the formula for determining the amount payable, upon achievement of the various applicable performance targets. The Performance Criteria established by the Administrator may be (but need not be) different for each Performance Cycle and different Performance Goals may be applicable to Performance-Based Awards to different Covered Employees.

(c) Payment of Performance-Based Awards. Following the completion of a Performance Cycle, the Administrator shall meet to review and certify in writing whether, and to what extent, the Performance Goals for the Performance Cycle have been achieved and, if so, to also calculate and certify in writing the amount of the Performance-Based Awards earned for the Performance Cycle. The Administrator shall then determine the actual size of each Covered Employee’s Performance-Based Award, and, in doing so, may reduce or eliminate the amount of the Performance-Based Award for a Covered Employee if, in its sole judgment, such reduction or elimination is appropriate.

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(d) Maximum Award Payable. The maximum Performance-Based Award payable to any one Covered Employee under the Plan for a Performance Cycle is 1,000,000 shares of Stock (subject to adjustment as provided in Section 3(c) hereof) or $3,000,000 in the case of a Performance-Based Award that is a Cash-Based Award.

SECTION 13. DIVIDEND EQUIVALENT RIGHTS

(a) Dividend Equivalent Rights. A Dividend Equivalent Right may be granted hereunder to any grantee as a component of an award of Restricted Stock Units, Restricted Stock Award or Performance Share Award or as a freestanding award. The terms and conditions of Dividend Equivalent Rights shall be specified in the Award Certificate. Dividend equivalents credited to the holder of a Dividend Equivalent Right may be paid currently or may be deemed to be reinvested in additional shares of Stock, which may thereafter accrue additional equivalents. Any such reinvestment shall be at Fair Market Value on the date of reinvestment or such other price as may then apply under a dividend reinvestment plan sponsored by the Company, if any. Dividend Equivalent Rights may be settled in cash or shares of Stock or a combination thereof, in a single installment or installments. A Dividend Equivalent Right granted as a component of an award of Restricted Stock Units or Restricted Stock Award with performance vesting or Performance Share Award shall provide that such Dividend Equivalent Right shall be settled only upon settlement or payment of, or lapse of restrictions on, such other Award, and that such Dividend Equivalent Right shall expire or be forfeited or annulled under the same conditions as such other Award.

(b) Interest Equivalents. Any Award under this Plan that is settled in whole or in part in cash on a deferred basis may provide in the grant for interest equivalents to be credited with respect to such cash payment. Interest equivalents may be compounded and shall be paid upon such terms and conditions as may be specified by the grant.

(c) Termination. Except as may otherwise be provided by the Administrator either in the Award Certificate or, subject to Section 18 below, in writing after the Award is issued, a grantee’s rights in all Dividend Equivalent Rights or interest equivalents granted as a component of an award of Restricted Stock Units, Restricted Stock Award or Performance Share Award that has not vested shall automatically terminate upon the grantee’s termination of employment (or cessation of service relationship) with the Company and its Subsidiaries for any reason.

SECTION 14. TRANSFERABILITY OF AWARDS

(a) Transferability. Except as provided in Section 14(b) below, during a grantee’s lifetime, his or her Awards shall be exercisable only by the grantee, or by the grantee’s legal representative or guardian in the event of the grantee’s incapacity. No Awards shall be sold, assigned, transferred or otherwise encumbered or disposed of by a grantee other than by will or by the laws of descent and distribution or pursuant to a domestic relations order. No Awards shall be subject, in whole or in part, to attachment, execution, or levy of any kind, and any purported transfer in violation hereof shall be null and void.

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(b) Administrator Action. Notwithstanding Section 14(a), the Administrator, in its discretion, may provide either in the Award Certificate regarding a given Award or by subsequent written approval that the grantee (who is an employee or director) may transfer his or her Non-Qualified Options to his or her immediate family members, to trusts for the benefit of such family members, or to partnerships in which such family members are the only partners, provided that the transferee agrees in writing with the Company to be bound by all of the terms and conditions of this Plan and the applicable Award. In no event may an Award be transferred by a grantee for value.

(c) Family Member. For purposes of Section 14(b), “family member” shall mean a grantee’s child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, any person sharing the grantee’s household (other than a tenant of the grantee), a trust in which these persons (or the grantee) have more than 50 percent of the beneficial interest, a foundation in which these persons (or the grantee) control the management of assets, and any other entity in which these persons (or the grantee) own more than 50 percent of the voting interests.

(d) Designation of Beneficiary. Each grantee to whom an Award has been made under the Plan may designate a beneficiary or beneficiaries to exercise any Award or receive any payment under any Award payable on or after the grantee’s death. Any such designation shall be on a form provided for that purpose by the Administrator and shall not be effective until received by the Administrator. If no beneficiary has been designated by a deceased grantee, or if the designated beneficiaries have predeceased the grantee, the beneficiary shall be the grantee’s estate.

SECTION 15. TAX WITHHOLDING

(a) Payment by Grantee. Each grantee shall, no later than the date as of which the value of an Award or of any Stock or other amounts received thereunder first becomes includable in the gross income of the grantee for Federal income tax purposes, pay to the Company, or make arrangements satisfactory to the Administrator regarding payment of, any Federal, state, or local taxes of any kind required by law to be withheld by the Company with respect to such income. The Company and its Subsidiaries shall, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to the grantee. The Company’s obligation to deliver evidence of book entry (or stock certificates) to any grantee is subject to and conditioned on tax withholding obligations being satisfied by the grantee.

(b) Payment in Stock. Subject to approval by the Administrator, a grantee may elect to have the Company’s minimum required tax withholding obligation satisfied, in whole or in part, by authorizing the Company to withhold from shares of Stock to be issued pursuant to any Award a number of shares with an aggregate Fair Market Value (as of the date the withholding is effected) that would satisfy the withholding amount due.

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SECTION 16. SECTION 409A AWARDS

To the extent that any Award is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A (a “409A Award”), the Award shall be subject to such additional rules and requirements as specified by the Administrator from time to time in order to comply with Section 409A. In this regard, if any amount under a 409A Award is payable upon a “separation from service” (within the meaning of Section 409A) to a grantee who is then considered a “specified employee” (within the meaning of Section 409A), then no such payment shall be made prior to the date that is the earlier of (i) six months and one day after the grantee’s separation from service, or (ii) the grantee’s death, but only to the extent such delay is necessary to prevent such payment from being subject to interest, penalties and/or additional tax imposed pursuant to Section 409A. Further, the settlement of any such Award may not be accelerated except to the extent permitted by Section 409A.

SECTION 17. TRANSFER, LEAVE OF ABSENCE, ETC.

For purposes of the Plan, the following events shall not be deemed a termination of employment:

(a) a transfer to the employment of the Company from a Subsidiary or from the Company to a Subsidiary, or from one Subsidiary to another; or

(b) an approved leave of absence for military service or sickness, or for any other purpose approved by the Company, if the employee’s right to re-employment is guaranteed either by a statute or by contract or under the policy pursuant to which the leave of absence was granted or if the Administrator otherwise so provides in writing.

SECTION 18. AMENDMENTS AND TERMINATION

The Board may, at any time, amend or discontinue the Plan and the Administrator may, at any time, amend or cancel any outstanding Award for the purpose of satisfying changes in law or for any other lawful purpose, but no such action shall adversely affect rights under any outstanding Award without the holder’s consent. Except as provided in Section 3(c) or 3(d), without prior stockholder approval, in no event may the Administrator exercise its discretion to reduce the exercise price of outstanding Stock Options or Stock Appreciation Rights or effect repricing through cancellation and re-grants or cancellation of Stock Options or Stock Appreciation Rights in exchange for cash. To the extent required under the rules of any securities exchange or market system on which the Stock is listed, to the extent determined by the Administrator to be required by the Code to ensure that Incentive Stock Options granted under the Plan are qualified under Section 422 of the Code, or to ensure that compensation earned under Awards qualifies as performance-based compensation under Section 162(m) of the Code, Plan amendments shall be subject to approval by the Company stockholders entitled to vote at a meeting of stockholders. Nothing in this Section 18 shall limit the Administrator’s authority to take any action permitted pursuant to Section 3(c) or 3(d).

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SECTION 19. STATUS OF PLAN

With respect to the portion of any Award that has not been exercised and any payments in cash, Stock or other consideration not received by a grantee, a grantee shall have no rights greater than those of a general creditor of the Company unless the Administrator shall otherwise expressly determine in connection with any Award or Awards. In its sole discretion, the Administrator may authorize the creation of trusts or other arrangements to meet the Company’s obligations to deliver Stock or make payments with respect to Awards hereunder, provided that the existence of such trusts or other arrangements is consistent with the foregoing sentence.

SECTION 20. GENERAL PROVISIONS

(a) No Distribution. The Administrator may require each person acquiring Stock pursuant to an Award to represent to and agree with the Company in writing that such person is acquiring the shares without a view to distribution thereof.

(b) Delivery of Stock Certificates. Stock certificates to grantees under this Plan shall be deemed delivered for all purposes when the Company or a stock transfer agent of the Company shall have mailed such certificates in the United States mail, addressed to the grantee, at the grantee’s last known address on file with the Company. Uncertificated Stock shall be deemed delivered for all purposes when the Company or a Stock transfer agent of the Company shall have given to the grantee by electronic mail (with proof of receipt) or by United States mail, addressed to the grantee, at the grantee’s last known address on file with the Company, notice of issuance and recorded the issuance in its records (which may include electronic “book entry” records). Notwithstanding anything herein to the contrary, the Company shall not be required to issue or deliver any certificates evidencing shares of Stock pursuant to the exercise of any Award, unless and until the Administrator has determined, with advice of counsel (to the extent the Administrator deems such advice necessary or advisable), that the issuance and delivery of such certificates is in compliance with all applicable laws, regulations of governmental authorities and, if applicable, the requirements of any exchange on which the shares of Stock are listed, quoted or traded. All Stock certificates delivered pursuant to the Plan shall be subject to any stop-transfer orders and other restrictions as the Administrator deems necessary or advisable to comply with federal, state or foreign jurisdiction, securities or other laws, rules and quotation system on which the Stock is listed, quoted or traded. The Administrator may place legends on any Stock certificate to reference restrictions applicable to the Stock. In addition to the terms and conditions provided herein, the Administrator may require that an individual make such reasonable covenants, agreements, and representations as the Administrator, in its discretion, deems necessary or advisable in order to comply with any such laws, regulations, or requirements. The Administrator shall have the right to require any individual to comply with any timing or other restrictions with respect to the settlement or exercise of any Award, including a window-period limitation, as may be imposed in the discretion of the Administrator.

(c) Stockholder Rights. Until Stock is deemed delivered in accordance with Section 20(b), no right to vote or receive dividends or any other rights of a stockholder will exist with respect to shares of Stock to be issued in connection with an Award, notwithstanding the exercise of a Stock Option or any other action by the grantee with respect to an Award.

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(d) Other Compensation Arrangements; No Employment Rights. Nothing contained in this Plan shall prevent the Board from adopting other or additional compensation arrangements, including trusts, and such arrangements may be either generally applicable or applicable only in specific cases. The adoption of this Plan and the grant of Awards do not confer upon any employee any right to continued employment with the Company or any Subsidiary.

(e) Trading Policy Restrictions. Option exercises and other Awards under the Plan shall be subject to the Company’s insider trading policies and procedures, as in effect from time to time.

(f) Forfeiture of Awards under Sarbanes-Oxley Act. If the Company is required to prepare an accounting restatement due to the material noncompliance of the Company, as a result of misconduct, with any financial reporting requirement under the securities laws, then any grantee who is one of the individuals subject to automatic forfeiture under Section 304 of the Sarbanes-Oxley Act of 2002 shall reimburse the Company for the amount of any Award received by such individual under the Plan during the 12-month period following the first public issuance or filing with the United States Securities and Exchange Commission, as the case may be, of the financial document embodying such financial reporting requirement.

SECTION 21. EFFECTIVE DATE OF PLAN

This Plan shall become effective on the date immediately preceding to the date of the Company’s Initial Public Offering, following stockholder approval of the Plan in accordance with applicable state law, the Company’s bylaws and articles of incorporation, and applicable stock exchange rules or pursuant to written consent. No grants of Stock Options and other Awards may be made hereunder after the tenth anniversary of the Effective Date and no grants of Incentive Stock Options may be made hereunder after the tenth anniversary of the date the Plan is approved by the Board.

SECTION 22. GOVERNING LAW

This Plan and all Awards and actions taken thereunder shall be governed by, and construed in accordance with, the laws of the State of Delaware, applied without regard to conflict of law principles.

APPROVED BY BOARD OF DIRECTORS: March 10, 2014

APPROVED BY STOCKHOLDERS: March 10, 2014

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Sub-plan for Israeli Award Grantees

Borderfree, Inc. 2014 Stock Option and Incentive Plan

1. General

1.1 This Israeli Sub-Plan (the “Israeli Sub-Plan”) shall apply only to Grantees who are residents of the State of Israel or those who are deemed to be residents of the State of Israel for tax purposes (collectively, “Israeli Grantees”). The provisions specified hereunder shall form an integral part of the “Borderfree, Inc. 2014 Stock Option and Incentive Plan” (the “Plan”), which applies to the grant of Awards.

1.2 This Israeli Sub-Plan is to be read as a continuation of the Plan and only modifies the terms of Awards granted to Israeli Grantees so that they comply with the requirements set by the Israeli law in general, and in particular with the provisions of the Israeli Tax Ordinance (as defined below), as may be amended or replaced from time to time. For the avoidance of doubt, this Israeli Sub-Plan does not add to or modify the Plan in respect of any other category of Grantees.

1.3 The Plan and this Israeli Sub-Plan are complimentary to each other and shall be deemed as one. In any case of contradiction with respect to Awards granted to Israeli Grantees, whether explicit or implied, between the provisions of this Israeli Sub-Plan and the Plan, the provisions set out in this Israeli Sub-Plan shall prevail.

1.4 Any capitalized term not specifically defined in this Israeli Sub-Plan shall be construed according to the definition or interpretation given to it in the Plan.

1. 2. Definitions

“102 Award” means a grant of an Award to an Israeli employee, director or other office holder of the Company and/or its Borderfree Research and Development Ltd. (the “Israeli Subsidiary”), as the case may be, other than to a Controlling Shareholder, pursuant to the provisions of Section 102 of the Tax Ordinance, the 102 Rules, and any other regulations, rulings, procedures or clarifications promulgated thereunder, or under any other section of the Tax Ordinance that will be relevant for such issuance in the future.

“102(c) Award” means a 102 Award that will not be subject to a Taxation Route, as detailed in Section 102(c) of the Tax Ordinance.

“3(i) Award” means a grant of an Option or Restricted Stock Unit to an Israeli consultant, contractor or a Controlling Shareholder of the Company and/or its Israeli Subsidiary, as the case may be, pursuant to the provisions of Section 3(i) of the Tax Ordinance and the rules and regulations promulgated thereunder, or any other section of the Tax Ordinance that will be relevant for such issuance in the future.

“Beneficial Grantee” means the Israeli Grantee for the benefit of whom the Trustee holds an Award in Trust.

“Capital Gains Route” means the capital gains tax route under Section 102(b)(2) of the Tax Ordinance.

“Controlling Shareholder” means a “controlling shareholder” of the Company, as such term is defined in Section 32(9)(a) of the Tax Ordinance.

“Exercised Shares” means Shares resulting from the exercise or vesting of an Award, or from Unrestricted Stock Award.

“Minimum Trust Period” means the minimum period of time required under a Taxation Route for Awards and/or Exercised Shares to be held in Trust in order for the Beneficial Grantee to enjoy to the fullest extent the tax benefits afforded under such Taxation Route, as prescribed at any time by Section 102 of the Tax Ordinance.

“Ordinary Income Route” means the ordinary income route under Section 102(b)(1) of the Tax Ordinance.

“Rights” means rights issued in respect of Exercised Shares, including bonus shares.

“Restricted Stock Unit” shall have the meaning ascribed to it in the plan, provided, however, that such Awards shall not be settled in cash in respect of Israeli Grantees.

“102 Rules” means the Israeli Income Tax Rules (Tax Relief in Issuance of Shares to Employees), 2003, as amended.

“Taxation Route” means each of the Ordinary Income Route or the Capital Gains Route.

“Tax Ordinance” means the Israeli Income Tax Ordinance [New Version], 1961, as amended.

“Trust” means the holding of an Award or Exercised Share by the Trustee in Trust for the benefit of the Beneficial Grantee, pursuant to the instructions of a Taxation Route.

“Trustee” means a trustee designated by the Administrator in accordance with the provisions of Section 3 below and, with respect to 102 Awards, approved by the Israeli Tax Authorities.

3. Administration:

3.1 Subject to the general terms and conditions of the Plan, the Tax Ordinance, and any other applicable laws and regulations, the Administrator shall have the full authority in its discretion, from time to time and at any time, to determine:

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(a) With respect to grants of 102 Awards - whether the Company shall elect the Ordinary Income Route or the Capital Gains Route for grants of 102 Awards, and the identity of the trustee who shall be granted such 102 Awards in accordance with the provisions of the Plan and the then prevailing Taxation Route.

In the event the Administrator determines that the Company shall elect one of the Taxation Routes for grants of 102 Awards, all grants of 102 Awards made following such election, shall be subject to the elected Taxation Route and the Company shall be entitled to change such election only following the lapse of one year from the end of the tax year in which 102 Awards are first granted under the then prevailing Taxation Route or following the lapse of any shorter or longer period, if provided by law; and

(b) With respect to the grant of 102 (c) and 3(i) Awards - whether or not such Awards shall be granted to a trustee in accordance with the terms and conditions of the Plan, and the identity of the trustee who shall be granted such Awards in accordance with the provisions of the Plan.

3.2 Notwithstanding the aforesaid, the Administrator may, from time to time and at any time, grant 102(c) Awards.

4. Grant of Awards and Issuance of Shares:

Subject to the provisions of the Tax Ordinance and applicable law:

(a) All grants of Awards to Israeli Grantees, who are employees, directors and office holders of the Company and/or the Israeli Subsidiary, as the case may be, other than to a Controlling Shareholder, shall be of 102 Awards; and

(b) All grants of Awards to Israeli Grantees who are consultants, contractors or Controlling Shareholders of the Company and/or the Israeli Subsidiary, as the case may be, shall be of 3(i) Awards.

5. Trust:

5.1 General.

(a) In the event Awards are deposited with a Trustee, the Trustee shall hold each such Award and any Exercised Shares in Trust for the benefit of the Beneficial Grantee.

(b) In accordance with Section 102, the tax benefits afforded to 102 Awards (and any Exercised Shares) in accordance with the Ordinary Income Route or Capital Gains Route, as applicable, shall be contingent upon the Trustee holding such 102 Awards for the applicable Minimum Trust Period.

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(c) With respect to 102 Awards granted to the Trustee, the following shall apply:

(i) A Grantee granted 102 Awards shall not be entitled to sell the Exercised Shares or to transfer such Exercised Shares (or such 102 Awards) from the Trust prior to the lapse of the Minimum Trust Period; and

(ii) Any and all Rights shall be issued to the Trustee and held thereby until the lapse of the Minimum Trust Period, and such Rights shall be subject to the Taxation Route which is applicable to such Exercised Shares.

(d) Notwithstanding the aforesaid, Exercised Shares or Rights may be sold or transferred, and the Trustee may release such Exercised Shares or Rights from Trust, prior to the lapse of the Minimum Trust Period, provided, however, that tax is paid or withheld in accordance with Section 102 of the Tax Ordinance and Section 7 of the 102 Rules, and any other provision in any other section of the Tax Ordinance and any regulation, ruling, procedure and clarification promulgated thereunder, that will be relevant, from time to time.

(e) The Company shall register the Exercised Shares issued to the Trustee pursuant to the Plan, in the name of the Trustee for the benefit of the Israeli Grantees, in accordance with any applicable laws, rules and regulations, until such time that such Shares are released from the Trust as herein provided.

If the Company shall issue any certificates representing Exercised Shares under the Plan, then such certificates shall be deposited with the Trustee, and shall be held by the Trustee until such time that such Exercised Shares are released from the Trust as herein provided.

(f) Subject to the terms hereof, at any time after the Awards are exercised or vested, with respect to any Exercised Shares the following shall apply:

(i) Upon the written request of any Beneficial Grantee, the Trustee shall release from the Trust the Exercised Shares issued, on behalf of such Beneficial Grantee, by executing and delivering to the Company and/or the Israeli Subsidiary, as the case may be, such instrument(s) as the Company may require, giving due notice of such release to such Beneficial Grantee, provided, however, that the Trustee shall not so release any such Exercised Shares to such Beneficial Grantee unless the latter, prior to, or concurrently with, such release, provides the Trustee with evidence, satisfactory in form and substance to the Trustee, that payment of all taxes, if any, required to be paid upon such release has been secured.

(ii) Alternatively, subject to the terms hereof, provided the Shares are listed on a national securities exchange, upon the written instructions of the Beneficial

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Grantee to sell any Exercised Shares, the Company and/or the Trustee shall use their reasonable efforts to effect such sale and shall transfer such Shares to the purchaser thereof concurrently with the receipt of, or after having made suitable arrangements to secure, the payment of the proceeds of the purchase price in such transaction. The Company and/or the Israeli Subsidiary, as the case may be, and/or the Trustee, as applicable, shall withhold from such proceeds any and all taxes required to be paid in respect of such sale, shall remit the amount so withheld to the appropriate tax authorities and shall pay the balance thereof directly to the Beneficial Grantee, reporting to such Beneficial Grantee the amount so withheld and paid to said tax authorities.

5.2 Voting Rights. Unless determined otherwise by the Administrator, as long as the Trustee holds the Exercised Shares, the voting rights at the Company’s general meeting attached to such Exercised Shares will remain with the Trustee. However, the Trustee shall not be obligated to exercise such voting rights at general meetings nor notify the Grantee of any Shares held in the Trust, of any meeting of the Company’s shareholders.

Without derogating from the above, with respect to 102 Awards, such shares shall be voted in accordance with the provisions of Section 102 and any rules, regulations or orders promulgated thereunder.

5.3 Dividends. Subject to any applicable law , tax ruling or guidelines of the Israeli Tax Authority, as applicable, so long as Shares deposited with the Trustee on behalf of a Beneficial Grantee are held in Trust, the cash dividends paid or distributed with respect thereto shall be distributed directly to such Beneficial Grantee, subject further to any applicable taxation on distribution of dividends, and when applicable subject to the provisions of Section 102 of the Tax Ordinance, the 102 Rules and the regulations or orders promulgated thereunder.

5.4 Notice of Exercise. With respect to a 102 Award held in the Trust, a copy of any notice of exercise shall be provided to the Trustee, in such form and method as may be determined by the Trustee in accordance with the requirements of Section 102 of the Tax Ordinance.

6. Award Certificate:

6.1 The Award Certificate shall state, inter alia, whether the Awards granted to Israeli Grantees are 102 Awards (and in particular whether the 102 Awards are granted under the Ordinary Income Route, the Capital Gains Route or as 102(c) Awards), or 3(i) Awards. Each Award Certificate evidencing a 102 Award shall be subject to the provisions of the Tax Ordinance applicable to such awards.

6.2 Furthermore, each Israeli Grantee of a 102 Award under a Taxation Route shall be required: (i) to execute a declaration stating that he or she is familiar with the

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provisions of Section 102 of the Tax Ordinance and the applicable Taxation Route; and (ii) to undertake not to sell or transfer the Awards and/or the Exercised Shares prior to the lapse of the applicable Minimum Trust Period, unless he or she pays all taxes that may arise in connection with such sale and/or transfer.

7. A Sale Event:

In the event of a Sale Event described in Sections 3(d) of the Plan, with respect to Exercised Shares held in Trust the following procedure will be applied: The Trustee will transfer the Exercised Shares held in Trust and sign any document in order to effectuate the transfer of such Exercised Shares, including share transfer deeds, provided, however, that the Trustee receives a notice from the Administrator, specifying that: (i) a Sale Event has occurred, in which, all or substantially all of the issued outstanding share capital of the Company is to be sold, and therefore the Trustee is obligated to transfer the Exercised Shares held in Trust under the provisions of Sections 3(d) of the Plan; and (ii) the Company and/or the Israeli Subsidiary, as the case may be, is obligated to withhold at the source all taxes required to be paid upon release of the Shares from the Trust and to provide the Trustee with evidence, satisfactory to the Trustee, that such taxes indeed have been paid; and (iii) the Company is obligated to transfer the consideration for the Shares less applicable tax and compulsory payments directly to the Grantees.

8. Limitations of Transfer:

In addition to the provisions of Section 14 of the Plan, as long as Awards and/or Shares are held by the Trustee on behalf of the Grantee, all rights of the Grantee over the Shares are personal, cannot be transferred, assigned, pledged or mortgaged, other than by will or pursuant to the laws of descent and distribution.

9. Taxation:

9.1 Any tax consequences arising from the grants, or registration of any Award, from the payment for Exercised Shares covered thereby or from any other event or act (of the Company, or its Israeli Subsidiary, or the Trustee or the Israeli Grantee), hereunder, shall be borne solely by the Israeli Grantee (including, without limitation, Israeli Grantee’s social security and national health insurance payments, if applicable). The Company and/or its Israeli subsidiary and/or the Trustee shall withhold taxes according to the requirements under the applicable laws, rules, and regulations, including withholding taxes at source. Furthermore, without derogating from the provisions of Section 15 of the Plan, the Israeli Grantee shall indemnify the Trustee and hold it harmless against and from any and all liability for any such tax, including without limitation, monetary liabilities relating to the necessity to withhold, or to have withheld, any such tax from any payment made to the Israeli Grantee.

9.2 The Trustee shall not be required to release any Awards and/or Shares (or Share certificates) to an Israeli Grantee until all required tax payments have been fully made or secured.

-6-

9.3 With regards to 102 Awards, any provision of Section 102 of the tax Ordinance, the 102 Rules and the regulations or orders promulgated thereunder, which is necessary in order to receive and/or to preserve any tax treatment pursuant to Section 102 of the Tax Ordinance, which is not expressly specified in the Plan or in this Israeli Sub-Plan, shall be considered binding upon the Company and the Israeli Grantee.

9.4 Guarantee. In the event a 102(c) Award is granted to an Israeli Grantee, if the Grantee’s employment or service is terminated, for any reason, such Grantee shall provide the Company, and/or the Israeli Subsidiary, as the case may be, to its full satisfaction, with a guarantee or collateral securing the future payment of all Taxes required to be paid upon the transfer or sale of the Exercised Shares received upon exercise of such 102(c) Award, all in accordance with the provisions of Section 102 of the Tax Ordinance, the 102 Rules and the regulations or orders promulgated thereunder.

10. Termination Event:

It is hereby clarified that the termination of employment of an Israeli Grantee who is an employee of the Company and/or the Israeli Subsidiary, as the case may be, shall be the termination of the employee-employer relationship between the Israeli Grantee and the Company and/or the Israeli Subsidiary, as the case may be.

11. Governing Law:

The validity and enforceability of this Israeli Sub-Plan shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to the provisions governing conflict of laws, except to the extent that mandatory provisions of the laws of the State of Israel apply.

12. Compliance with Applicable Laws:

This Israeli Sub-Plan shall be subject to all applicable laws. The grants of Awards and the Exercised Shares under this Israeli Sub-Plan shall entitle the Company or its Israeli Subsidiary to require Israeli Grantees to comply with such applicable laws as may be necessary. Furthermore, the grants of any Award under this Israeli Sub-Plan shall be subject to the procurement by the Company or its Israeli Subsidiary of all approvals and permits required by regulatory authorities having jurisdiction over this Israeli Sub-Plan and the Awards granted hereunder.

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RESTRICTED STOCK AWARD AGREEMENT

UNDER THE BORDERFREE, INC.

2014 STOCK OPTION AND INCENTIVE PLAN

Name of Grantee:

No. of Shares:

Grant Date:

Pursuant to the Borderfree, Inc. 2014 Stock Option and Incentive Plan (the “Plan”) as amended through the date hereof, Borderfree, Inc. (the “Company”) hereby grants a Restricted Stock Award (an “Award”) to the Grantee named above. Upon acceptance of this Award, the Grantee shall receive the number of shares of Common Stock, par value $0.0001 per share (the “Stock”) of the Company specified above, subject to the restrictions and conditions set forth herein and in the Plan. The Company acknowledges the receipt from the Grantee of consideration with respect to the par value of the Stock in the form of cash, past or future services rendered to the Company by the Grantee or such other form of consideration as is acceptable to the Administrator.

1. Award. The shares of Restricted Stock awarded hereunder shall be issued and held by the Company’s transfer agent in book entry form, and the Grantee’s name shall be entered as the stockholder of record on the books of the Company. Thereupon, the Grantee shall have all the rights of a stockholder with respect to such shares, including voting and dividend rights, subject, however, to the restrictions and conditions specified in Paragraph 2 below. The Grantee shall (i) sign and deliver to the Company a copy of this Award Agreement and (ii) deliver to the Company a stock power endorsed in blank.

2. Restrictions and Conditions.

(a) Any book entries for the shares of Restricted Stock granted herein shall bear an appropriate legend, as determined by the Administrator in its sole discretion, to the effect that such shares are subject to restrictions as set forth herein and in the Plan.

(b) Shares of Restricted Stock granted herein may not be sold, assigned, transferred, pledged or otherwise encumbered or disposed of by the Grantee prior to vesting.

(c) If the Grantee’s employment with the Company and its Subsidiaries is voluntarily or involuntarily terminated for any reason (including death) prior to vesting of shares of Restricted Stock granted herein, all shares of Restricted Stock shall immediately and automatically be forfeited and returned to the Company.

3. Vesting of Restricted Stock. The restrictions and conditions in Paragraph 2 of this Agreement shall lapse on the Vesting Date or Dates specified in the following schedule so long as the Grantee remains an employee of the Company or a Subsidiary on such Dates. If a series of Vesting Dates is specified, then the restrictions and conditions in Paragraph 2 shall lapse only with respect to the number of shares of Restricted Stock specified as vested on such date.

Incremental Number of Shares Vested	Vesting Date
(    %)
(    %)
(    %)
(    %)
(    %)

Subsequent to such Vesting Date or Dates, the shares of Stock on which all restrictions and conditions have lapsed shall no longer be deemed Restricted Stock. The Administrator may at any time accelerate the vesting schedule specified in this Paragraph 3.

4. Dividends. Dividends on shares of Restricted Stock shall be paid currently to the Grantee.

5. Incorporation of Plan. Notwithstanding anything herein to the contrary, this Award shall be subject to and governed by all the terms and conditions of the Plan, including the powers of the Administrator set forth in Section 2(b) of the Plan. Capitalized terms in this Agreement shall have the meaning specified in the Plan, unless a different meaning is specified herein.

6. Transferability. This Agreement is personal to the Grantee, is non-assignable and is not transferable in any manner, by operation of law or otherwise, other than by will or the laws of descent and distribution.

7. Tax Withholding. The Grantee shall, not later than the date as of which the receipt of this Award becomes a taxable event for Federal income tax purposes, pay to the Company or make arrangements satisfactory to the Administrator for payment of any Federal, state, and local taxes required by law to be withheld on account of such taxable event. Except in the case where an election is made pursuant to Paragraph 8 below, the Company shall have the authority to cause the required minimum tax withholding obligation to be satisfied, in whole or in part, by withholding from shares of Stock to be issued or released by the transfer agent a number of shares of Stock with an aggregate Fair Market Value that would satisfy the minimum withholding amount due.

8. Election Under Section 83(b). The Grantee and the Company hereby agree that the Grantee may, within 30 days following the Grant Date of this Award, file with the Internal Revenue Service and the Company an election under Section 83(b) of the Internal Revenue Code. In the event the Grantee makes such an election, he or she agrees to provide a copy of the election to the Company. The Grantee acknowledges that he or she is responsible for obtaining the advice of his or her tax advisors with regard to the Section 83(b) election and that he or she is relying solely on such advisors and not on any statements or representations of the Company or any of its agents with regard to such election.

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9. No Obligation to Continue Employment. Neither the Company nor any Subsidiary is obligated by or as a result of the Plan or this Agreement to continue the Grantee in employment and neither the Plan nor this Agreement shall interfere in any way with the right of the Company or any Subsidiary to terminate the employment of the Grantee at any time.

10. Integration. This Agreement constitutes the entire agreement between the parties with respect to this Award and supersedes all prior agreements and discussions between the parties concerning such subject matter.

11. Data Privacy Consent. In order to administer the Plan and this Agreement and to implement or structure future equity grants, the Company, its subsidiaries and affiliates and certain agents thereof (together, the “Relevant Companies”) may process any and all personal or professional data, including but not limited to Social Security or other identification number, home address and telephone number, date of birth and other information that is necessary or desirable for the administration of the Plan and/or this Agreement (the “Relevant Information”). By entering into this Agreement, the Grantee (i) authorizes the Company to collect, process, register and transfer to the Relevant Companies all Relevant Information; (ii) waives any privacy rights the Grantee may have with respect to the Relevant Information; (iii) authorizes the Relevant Companies to store and transmit such information in electronic form; and (iv) authorizes the transfer of the Relevant Information to any jurisdiction in which the Relevant Companies consider appropriate. The Grantee shall have access to, and the right to change, the Relevant Information. Relevant Information will only be used in accordance with applicable law.

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12. Notices. Notices hereunder shall be mailed or delivered to the Company at its principal place of business and shall be mailed or delivered to the Grantee at the address on file with the Company or, in either case, at such other address as one party may subsequently furnish to the other party in writing.

BORDERFREE, INC.
By:
	Title:

The foregoing Agreement is hereby accepted and the terms and conditions thereof hereby agreed to by the undersigned. Electronic acceptance of this Agreement pursuant to the Company’s instructions to the Grantee (including through an online acceptance process) is acceptable.

Dated:
	Grantee’s Signature
	Grantee’s name and address:

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INCENTIVE STOCK OPTION AGREEMENT

UNDER THE BORDERFREE, INC.

2014 STOCK OPTION AND INCENTIVE PLAN

Name of Optionee:
No. of Option Shares:
Option Exercise Price per Share:	$
	[FMV on Grant Date (110% of FMV if a 10% owner)]
Grant Date:
Expiration Date:
	[up to 10 years (5 if a 10% owner)]

Pursuant to the Borderfree, Inc. 2014 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Borderfree, Inc. (the “Company”) hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock, par value $0.0001 per share (the “Stock”), of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan.

1. Exercisability Schedule. No portion of this Stock Option may be exercised until such portion shall have become exercisable. Except as set forth below, and subject to the discretion of the Administrator (as defined in Section 2 of the Plan) to accelerate the exercisability schedule hereunder, this Stock Option shall be exercisable with respect to the following number of Option Shares on the dates indicated so long as the Optionee remains an employee of the Company or a Subsidiary on such dates:

Incremental Number of Option Shares Exercisable*	Exercisability Date
(    %)
(    %)
(    %)
(    %)
(    %)

* Max. of $100,000 per yr.

Once exercisable, this Stock Option shall continue to be exercisable at any time or times prior to the close of business on the Expiration Date, subject to the provisions hereof and of the Plan.

2. Manner of Exercise.

(a) The Optionee may exercise this Stock Option only in the following manner: from time to time on or prior to the Expiration Date of this Stock Option, the Optionee may give written notice to the Administrator of his or her election to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased.

Payment of the purchase price for the Option Shares may be made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable to the Administrator; (ii) through the delivery (or attestation to the ownership) of shares of Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required by the Administrator; or (iii) by the Optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Company to pay the option purchase price, provided that in the event the Optionee chooses to pay the option purchase price as so provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Administrator shall prescribe as a condition of such payment procedure; or (iv) a combination of (i), (ii) and (iii) above. Payment instruments will be received subject to collection.

The transfer to the Optionee on the records of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee upon the exercise of the Stock Option shall be net of the Shares attested to.

(b) The shares of Stock purchased upon exercise of this Stock Option shall be transferred to the Optionee on the records of the Company or of the transfer agent upon compliance to the satisfaction of the Administrator with all requirements under applicable laws or regulations in connection with such transfer and with the requirements hereof and of the Plan. The determination of the Administrator as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company or the transfer agent shall have transferred the shares to the Optionee, and the Optionee’s name shall have been entered as the stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such shares of Stock.

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(c) The minimum number of shares with respect to which this Stock Option may be exercised at any one time shall be 100 shares, unless the number of shares with respect to which this Stock Option is being exercised is the total number of shares subject to exercise under this Stock Option at the time.

(d) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date hereof.

3. Termination of Employment. If the Optionee’s employment by the Company or a Subsidiary (as defined in the Plan) is terminated, the period within which to exercise the Stock Option may be subject to earlier termination as set forth below.

(a) Termination Due to Death. If the Optionee’s employment terminates by reason of the Optionee’s death, any portion of this Stock Option outstanding on such date, to the extent exercisable on the date of death, may thereafter be exercised by the Optionee’s legal representative or legatee for a period of 12 months from the date of death or until the Expiration Date, if earlier. Any portion of this Stock Option that is not exercisable on the date of death shall terminate immediately and be of no further force or effect.

(b) Termination Due to Disability. If the Optionee’s employment terminates by reason of the Optionee’s disability (as determined by the Administrator), any portion of this Stock Option outstanding on such date, to the extent exercisable on the date of such disability, may thereafter be exercised by the Optionee for a period of 12 months from the date of disability or until the Expiration Date, if earlier. Any portion of this Stock Option that is not exercisable on the date of disability shall terminate immediately and be of no further force or effect.

(c) Termination for Cause. If the Optionee’s employment terminates for Cause, any portion of this Stock Option outstanding on such date shall terminate immediately and be of no further force and effect. For purposes hereof, “Cause” shall mean, unless otherwise provided in an employment agreement between the Company and the Optionee, a determination by the Administrator that the Optionee shall be dismissed as a result of (i) any material breach by the Optionee of any agreement between the Optionee and the Company; (ii) the conviction of, indictment for or plea of nolo contendere by the Optionee to a felony or a crime involving moral turpitude; or (iii) any material misconduct or willful and deliberate non-performance (other than by reason of disability) by the Optionee of the Optionee’s duties to the Company.

(d) Other Termination. If the Optionee’s employment terminates for any reason other than the Optionee’s death, the Optionee’s disability, or Cause, and unless otherwise determined by the Administrator, any portion of this Stock Option outstanding on such date may be exercised, to the extent exercisable on the date of termination, for a period of three months from the date of termination or until the Expiration Date, if earlier. Any portion of this Stock Option that is not exercisable on the date of termination shall terminate immediately and be of no further force or effect.

The Administrator’s determination of the reason for termination of the Optionee’s employment shall be conclusive and binding on the Optionee and his or her representatives or legatees.

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4. Incorporation of Plan. Notwithstanding anything herein to the contrary, this Stock Option shall be subject to and governed by all the terms and conditions of the Plan, including the powers of the Administrator set forth in Section 2(b) of the Plan. Capitalized terms in this Agreement shall have the meaning specified in the Plan, unless a different meaning is specified herein.

5. Transferability. This Agreement is personal to the Optionee, is non-assignable and is not transferable in any manner, by operation of law or otherwise, other than by will or the laws of descent and distribution. This Stock Option is exercisable, during the Optionee’s lifetime, only by the Optionee, and thereafter, only by the Optionee’s legal representative or legatee.

6. Status of the Stock Option. This Stock Option is intended to qualify as an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), but the Company does not represent or warrant that this Stock Option qualifies as such. The Optionee should consult with his or her own tax advisors regarding the tax effects of this Stock Option and the requirements necessary to obtain favorable income tax treatment under Section 422 of the Code, including, but not limited to, holding period requirements. To the extent any portion of this Stock Option does not so qualify as an “incentive stock option,” such portion shall be deemed to be a non-qualified stock option. If the Optionee intends to dispose or does dispose (whether by sale, gift, transfer or otherwise) of any Option Shares within the one-year period beginning on the date after the transfer of such shares to him or her, or within the two-year period beginning on the day after the grant of this Stock Option, he or she will so notify the Company within 30 days after such disposition.

7. Tax Withholding. The Optionee shall, not later than the date as of which the exercise of this Stock Option becomes a taxable event for Federal income tax purposes, pay to the Company or make arrangements satisfactory to the Administrator for payment of any Federal, state, and local taxes required by law to be withheld on account of such taxable event. The Company shall have the authority to cause the minimum required tax withholding obligation to be satisfied, in whole or in part, by withholding from shares of Stock to be issued to the Optionee a number of shares of Stock with an aggregate Fair Market Value that would satisfy the minimum withholding amount due.

8. No Obligation to Continue Employment. Neither the Company nor any Subsidiary is obligated by or as a result of the Plan or this Agreement to continue the Optionee in employment and neither the Plan nor this Agreement shall interfere in any way with the right of the Company or any Subsidiary to terminate the employment of the Optionee at any time.

9. Integration. This Agreement constitutes the entire agreement between the parties with respect to this Stock Option and supersedes all prior agreements and discussions between the parties concerning such subject matter.

10. Data Privacy Consent. In order to administer the Plan and this Agreement and to implement or structure future equity grants, the Company, its subsidiaries and affiliates and certain agents thereof (together, the “Relevant Companies”) may process any and all personal or professional data, including but not limited to Social Security or other identification number,

4

home address and telephone number, date of birth and other information that is necessary or desirable for the administration of the Plan and/or this Agreement (the “Relevant Information”). By entering into this Agreement, the Optionee (i) authorizes the Company to collect, process, register and transfer to the Relevant Companies all Relevant Information; (ii) waives any privacy rights the Optionee may have with respect to the Relevant Information; (iii) authorizes the Relevant Companies to store and transmit such information in electronic form; and (iv) authorizes the transfer of the Relevant Information to any jurisdiction in which the Relevant Companies consider appropriate. The Optionee shall have access to, and the right to change, the Relevant Information. Relevant Information will only be used in accordance with applicable law.

11. Notices. Notices hereunder shall be mailed or delivered to the Company at its principal place of business and shall be mailed or delivered to the Optionee at the address on file with the Company or, in either case, at such other address as one party may subsequently furnish to the other party in writing.

BORDERFREE, INC.
By:
	Title:

The foregoing Agreement is hereby accepted and the terms and conditions thereof hereby agreed to by the undersigned. Electronic acceptance of this Agreement pursuant to the Company’s instructions to the Optionee (including through an online acceptance process) is acceptable.

Dated:
	Optionee’s Signature
	Optionee’s name and address:

5

NON-QUALIFIED STOCK OPTION AGREEMENT

FOR COMPANY EMPLOYEES

UNDER THE BORDERFREE

2014 STOCK OPTION AND INCENTIVE PLAN

Name of Optionee:
No. of Option Shares:
Option Exercise Price per Share:	$
	[FMV on Grant Date]
Grant Date:
Expiration Date:

Pursuant to the Borderfree, Inc. 2014 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Borderfree, Inc. (the “Company”) hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock, par value $0.0001 per share (the “Stock”) of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan. This Stock Option is not intended to be an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended.

1. Exercisability Schedule. No portion of this Stock Option may be exercised until such portion shall have become exercisable. Except as set forth below, and subject to the discretion of the Administrator (as defined in Section 2 of the Plan) to accelerate the exercisability schedule hereunder, this Stock Option shall be exercisable with respect to the following number of Option Shares on the dates indicated so long as Optionee remains an employee of the Company or a Subsidiary on such dates:

Incremental Number of Option Shares Exercisable	Exercisability Date
(    %)
(    %)
(    %)
(    %)
(    %)

Once exercisable, this Stock Option shall continue to be exercisable at any time or times prior to the close of business on the Expiration Date, subject to the provisions hereof and of the Plan.

2. Manner of Exercise.

(a) The Optionee may exercise this Stock Option only in the following manner: from time to time on or prior to the Expiration Date of this Stock Option, the Optionee may give written notice to the Administrator of his or her election to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased.

Payment of the purchase price for the Option Shares may be made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable to the Administrator; (ii) through the delivery (or attestation to the ownership) of shares of Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required by the Administrator; (iii) by the Optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Company to pay the option purchase price, provided that in the event the Optionee chooses to pay the option purchase price as so provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Administrator shall prescribe as a condition of such payment procedure; (iv) by a “net exercise” arrangement pursuant to which the Company will reduce the number of shares of Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate exercise price; or (v) a combination of (i), (ii), (iii) and (iv) above. Payment instruments will be received subject to collection.

The transfer to the Optionee on the records of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee upon the exercise of the Stock Option shall be net of the Shares attested to.

(b) The shares of Stock purchased upon exercise of this Stock Option shall be transferred to the Optionee on the records of the Company or of the transfer agent upon compliance to the satisfaction of the Administrator with all requirements under applicable laws or regulations in connection with such transfer and with the requirements hereof and of the Plan. The determination of the Administrator as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company or the transfer agent shall have transferred the shares to the Optionee, and the Optionee’s name shall have been entered as the stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such shares of Stock.

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(c) The minimum number of shares with respect to which this Stock Option may be exercised at any one time shall be 100 shares, unless the number of shares with respect to which this Stock Option is being exercised is the total number of shares subject to exercise under this Stock Option at the time.

(d) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date hereof.

3. Termination of Employment. If the Optionee’s employment by the Company or a Subsidiary (as defined in the Plan) is terminated, the period within which to exercise the Stock Option may be subject to earlier termination as set forth below.

(a) Termination Due to Death. If the Optionee’s employment terminates by reason of the Optionee’s death, any portion of this Stock Option outstanding on such date, to the extent exercisable on the date of death, may thereafter be exercised by the Optionee’s legal representative or legatee for a period of 12 months from the date of death or until the Expiration Date, if earlier. Any portion of this Stock Option that is not exercisable on the date of death shall terminate immediately and be of no further force or effect.

(b) Termination Due to Disability. If the Optionee’s employment terminates by reason of the Optionee’s disability (as determined by the Administrator), any portion of this Stock Option outstanding on such date, to the extent exercisable on the date of such disability, may thereafter be exercised by the Optionee for a period of 12 months from the date of disability or until the Expiration Date, if earlier. Any portion of this Stock Option that is not exercisable on the date of disability shall terminate immediately and be of no further force or effect.

(c) Termination for Cause. If the Optionee’s employment terminates for Cause, any portion of this Stock Option outstanding on such date shall terminate immediately and be of no further force and effect. For purposes hereof, “Cause” shall mean, unless otherwise provided in an employment agreement between the Company and the Optionee, a determination by the Administrator that the Optionee shall be dismissed as a result of (i) any material breach by the Optionee of any agreement between the Optionee and the Company; (ii) the conviction of, indictment for or plea of nolo contendere by the Optionee to a felony or a crime involving moral turpitude; or (iii) any material misconduct or willful and deliberate non-performance (other than by reason of disability) by the Optionee of the Optionee’s duties to the Company.

(d) Other Termination. If the Optionee’s employment terminates for any reason other than the Optionee’s death, the Optionee’s disability or Cause, and unless otherwise determined by the Administrator, any portion of this Stock Option outstanding on such date may be exercised, to the extent exercisable on the date of termination, for a period of three months from the date of termination or until the Expiration Date, if earlier. Any portion of this Stock Option that is not exercisable on the date of termination shall terminate immediately and be of no further force or effect.

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The Administrator’s determination of the reason for termination of the Optionee’s employment shall be conclusive and binding on the Optionee and his or her representatives or legatees.

4. Incorporation of Plan. Notwithstanding anything herein to the contrary, this Stock Option shall be subject to and governed by all the terms and conditions of the Plan, including the powers of the Administrator set forth in Section 2(b) of the Plan. Capitalized terms in this Agreement shall have the meaning specified in the Plan, unless a different meaning is specified herein.

5. Transferability. This Agreement is personal to the Optionee, is non-assignable and is not transferable in any manner, by operation of law or otherwise, other than by will or the laws of descent and distribution. This Stock Option is exercisable, during the Optionee’s lifetime, only by the Optionee, and thereafter, only by the Optionee’s legal representative or legatee.

6. Tax Withholding. The Optionee shall, not later than the date as of which the exercise of this Stock Option becomes a taxable event for Federal income tax purposes, pay to the Company or make arrangements satisfactory to the Administrator for payment of any Federal, state, and local taxes required by law to be withheld on account of such taxable event. The Company shall have the authority to cause the minimum required tax withholding obligation to be satisfied, in whole or in part, by withholding from shares of Stock to be issued to the Optionee a number of shares of Stock with an aggregate Fair Market Value that would satisfy the minimum withholding amount due.

7. No Obligation to Continue Employment. Neither the Company nor any Subsidiary is obligated by or as a result of the Plan or this Agreement to continue the Optionee in employment and neither the Plan nor this Agreement shall interfere in any way with the right of the Company or any Subsidiary to terminate the employment of the Optionee at any time.

8. Integration. This Agreement constitutes the entire agreement between the parties with respect to this Stock Option and supersedes all prior agreements and discussions between the parties concerning such subject matter.

9. Data Privacy Consent. In order to administer the Plan and this Agreement and to implement or structure future equity grants, the Company, its subsidiaries and affiliates and certain agents thereof (together, the “Relevant Companies”) may process any and all personal or professional data, including but not limited to Social Security or other identification number, home address and telephone number, date of birth and other information that is necessary or desirable for the administration of the Plan and/or this Agreement (the “Relevant Information”). By entering into this Agreement, the Optionee (i) authorizes the Company to collect, process, register and transfer to the Relevant Companies all Relevant Information; (ii) waives any privacy rights the Optionee may have with respect to the Relevant Information; (iii) authorizes the Relevant Companies to store and transmit such information in electronic form; and (iv) authorizes the transfer of the Relevant Information to any jurisdiction in which the Relevant Companies consider appropriate. The Optionee shall have access to, and the right to change, the Relevant Information. Relevant Information will only be used in accordance with applicable law.

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10. Notices. Notices hereunder shall be mailed or delivered to the Company at its principal place of business and shall be mailed or delivered to the Optionee at the address on file with the Company or, in either case, at such other address as one party may subsequently furnish to the other party in writing.

BORDERFREE, INC.
By:
	Title:

The foregoing Agreement is hereby accepted and the terms and conditions thereof hereby agreed to by the undersigned. Electronic acceptance of this Agreement pursuant to the Company’s instructions to the Optionee (including through an online acceptance process) is acceptable.

Dated:
	Optionee’s Signature
	Optionee’s name and address:

5

NON-QUALIFIED STOCK OPTION AGREEMENT

FOR NON-EMPLOYEE DIRECTORS

UNDER THE BORDERFREE, INC.

2014 STOCK OPTION AND INCENTIVE PLAN

Name of Optionee:
No. of Option Shares:
Option Exercise Price per Share:	$
	[FMV on Grant Date]
Grant Date:
Expiration Date:
	[No more than 10 years]

Pursuant to the Borderfree, Inc. 2014 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Borderfree, Inc. (the “Company”) hereby grants to the Optionee named above, who is a Director of the Company but is not an employee of the Company, an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock, par value $0.0001 per share (the “Stock”), of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan. This Stock Option is not intended to be an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended.

1. Exercisability Schedule. No portion of this Stock Option may be exercised until such portion shall have become exercisable. Except as set forth below, and subject to the discretion of the Administrator (as defined in Section 2 of the Plan) to accelerate the exercisability schedule hereunder, this Stock Option shall be exercisable with respect to the following number of Option Shares on the dates indicated so long as the Optionee remains in service as a member of the Board on such dates:

Incremental Number of Option Shares Exercisable	Exercisability Date
(    %)
(    %)
(    %)
(    %)
(    %)

Once exercisable, this Stock Option shall continue to be exercisable at any time or times prior to the close of business on the Expiration Date, subject to the provisions hereof and of the Plan.

2. Manner of Exercise.

(a) The Optionee may exercise this Stock Option only in the following manner: from time to time on or prior to the Expiration Date of this Stock Option, the Optionee may give written notice to the Administrator of his or her election to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased.

Payment of the purchase price for the Option Shares may be made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable to the Administrator; (ii) through the delivery (or attestation to the ownership) of shares of Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required by the Administrator; (iii) by the Optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Company to pay the option purchase price, provided that in the event the Optionee chooses to pay the option purchase price as so provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Administrator shall prescribe as a condition of such payment procedure; (iv) by a “net exercise” arrangement pursuant to which the Company will reduce the number of shares of Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate exercise price; or (v) a combination of (i), (ii), (iii) and (iv) above. Payment instruments will be received subject to collection.

The transfer to the Optionee on the records of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee upon the exercise of the Stock Option shall be net of the Shares attested to.

(b) The shares of Stock purchased upon exercise of this Stock Option shall be transferred to the Optionee on the records of the Company or of the transfer agent upon compliance to the satisfaction of the Administrator with all requirements under applicable laws or regulations in connection with such transfer and with the requirements hereof and of the Plan. The determination of the Administrator as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights of a

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holder with respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company or the transfer agent shall have transferred the shares to the Optionee, and the Optionee’s name shall have been entered as the stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such shares of Stock.

(c) The minimum number of shares with respect to which this Stock Option may be exercised at any one time shall be 100 shares, unless the number of shares with respect to which this Stock Option is being exercised is the total number of shares subject to exercise under this Stock Option at the time.

(d) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date hereof.

3. Termination as Director. If the Optionee ceases to be a Director of the Company, the period within which to exercise the Stock Option may be subject to earlier termination as set forth below.

(a) Termination Due to Death. If the Optionee’s service as a Director terminates by reason of the Optionee’s death, any portion of this Stock Option outstanding on such date, to the extent exercisable on the date of death, may thereafter be exercised by the Optionee’s legal representative or legatee for a period of 12 months from the date of death or until the Expiration Date, if earlier. Any portion of this Stock Option that is not exercisable on the date of death shall terminate immediately and be of no further force or effect.

(b) Other Termination. If the Optionee ceases to be a Director for any reason other than the Optionee’s death, any portion of this Stock Option outstanding on such date may be exercised, to the extent exercisable on the date the Optionee ceased to be a Director, for a period of six months from the date the Optionee ceased to be a Director or until the Expiration Date, if earlier. Any portion of this Stock Option that is not exercisable on the date the Optionee ceases to be a Director shall terminate immediately and be of no further force or effect.

4. Incorporation of Plan. Notwithstanding anything herein to the contrary, this Stock Option shall be subject to and governed by all the terms and conditions of the Plan, including the powers of the Administrator set forth in Section 2(b) of the Plan. Capitalized terms in this Agreement shall have the meaning specified in the Plan, unless a different meaning is specified herein.

5. Transferability. This Agreement is personal to the Optionee, is non-assignable and is not transferable in any manner, by operation of law or otherwise, other than by will or the laws of descent and distribution. This Stock Option is exercisable, during the Optionee’s lifetime, only by the Optionee, and thereafter, only by the Optionee’s legal representative or legatee.

6. No Obligation to Continue as a Director. Neither the Plan nor this Stock Option confers upon the Optionee any rights with respect to continuance as a Director.

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7. Integration. This Agreement constitutes the entire agreement between the parties with respect to this Stock Option and supersedes all prior agreements and discussions between the parties concerning such subject matter.

8. Data Privacy Consent. In order to administer the Plan and this Agreement and to implement or structure future equity grants, the Company, its subsidiaries and affiliates and certain agents thereof (together, the “Relevant Companies”) may process any and all personal or professional data, including but not limited to Social Security or other identification number, home address and telephone number, date of birth and other information that is necessary or desirable for the administration of the Plan and/or this Agreement (the “Relevant Information”). By entering into this Agreement, the Optionee (i) authorizes the Company to collect, process, register and transfer to the Relevant Companies all Relevant Information; (ii) waives any privacy rights the Optionee may have with respect to the Relevant Information; (iii) authorizes the Relevant Companies to store and transmit such information in electronic form; and (iv) authorizes the transfer of the Relevant Information to any jurisdiction in which the Relevant Companies consider appropriate. The Optionee shall have access to, and the right to change, the Relevant Information. Relevant Information will only be used in accordance with applicable law.

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9. Notices. Notices hereunder shall be mailed or delivered to the Company at its principal place of business and shall be mailed or delivered to the Optionee at the address on file with the Company or, in either case, at such other address as one party may subsequently furnish to the other party in writing.

BORDERFREE, INC.
By:
	Title:

The foregoing Agreement is hereby accepted and the terms and conditions thereof hereby agreed to by the undersigned. Electronic acceptance of this Agreement pursuant to the Company’s instructions to the Optionee (including through an online acceptance process) is acceptable.

Dated:
	Optionee’s Signature
	Optionee’s name and address:

5

RESTRICTED STOCK UNIT AWARD AGREEMENT

FOR COMPANY EMPLOYEES

UNDER THE BORDERFREE, INC.

2014 STOCK OPTION AND INCENTIVE PLAN

Name of Grantee:

No. of Restricted Stock Units:

Grant Date:

Pursuant to the Borderfree, Inc. 2014 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Borderfree, Inc. (the “Company”) hereby grants an award of the number of Restricted Stock Units listed above (an “Award”) to the Grantee named above. Each Restricted Stock Unit shall relate to one share of Common Stock, par value $0.0001 per share (the “Stock”) of the Company.

1. Restrictions on Transfer of Award. This Award may not be sold, transferred, pledged, assigned or otherwise encumbered or disposed of by the Grantee, and any shares of Stock issuable with respect to the Award may not be sold, transferred, pledged, assigned or otherwise encumbered or disposed of until (i) the Restricted Stock Units have vested as provided in Paragraph 2 of this Agreement and (ii) shares of Stock have been issued to the Grantee in accordance with the terms of the Plan and this Agreement.

2. Vesting of Restricted Stock Units. The restrictions and conditions of Paragraph 1 of this Agreement shall lapse on the Vesting Date or Dates specified in the following schedule so long as the Grantee remains an employee of the Company or a Subsidiary on such Dates. If a series of Vesting Dates is specified, then the restrictions and conditions in Paragraph 1 shall lapse only with respect to the number of Restricted Stock Units specified as vested on such date.

Incremental Number of Restricted Stock Units Vested	Vesting Date
(    %)
(    %)
(    %)
(    %)

The Administrator may at any time accelerate the vesting schedule specified in this Paragraph 2.

3. Termination of Employment. If the Grantee’s employment with the Company and its Subsidiaries terminates for any reason (including death or disability) prior to the satisfaction of the vesting conditions set forth in Paragraph 2 above, any Restricted Stock Units that have not vested as of such date shall automatically and without notice terminate and be forfeited, and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in such unvested Restricted Stock Units.

4. Issuance of Shares of Stock. As soon as practicable following each Vesting Date (but in no event later than two and one-half months after the end of the year in which the Vesting Date occurs), the Company shall issue to the Grantee the number of shares of Stock equal to the aggregate number of Restricted Stock Units that have vested pursuant to Paragraph 2 of this Agreement on such date and the Grantee shall thereafter have all the rights of a stockholder of the Company with respect to such shares.

5. Incorporation of Plan. Notwithstanding anything herein to the contrary, this Agreement shall be subject to and governed by all the terms and conditions of the Plan, including the powers of the Administrator set forth in Section 2(b) of the Plan. Capitalized terms in this Agreement shall have the meaning specified in the Plan, unless a different meaning is specified herein.

6. Tax Withholding. The Grantee shall, not later than the date as of which the receipt of this Award becomes a taxable event for Federal income tax purposes, pay to the Company or make arrangements satisfactory to the Administrator for payment of any Federal, state, and local taxes required by law to be withheld on account of such taxable event. The Company shall have the authority to cause the required minimum tax withholding obligation to be satisfied, in whole or in part, by withholding from shares of Stock to be issued to the Grantee a number of shares of Stock with an aggregate Fair Market Value that would satisfy the withholding amount due.

7. Section 409A of the Code. This Agreement shall be interpreted in such a manner that all provisions relating to the settlement of the Award are exempt from the requirements of Section 409A of the Code as “short-term deferrals” as described in Section 409A of the Code.

8. No Obligation to Continue Employment. Neither the Company nor any Subsidiary is obligated by or as a result of the Plan or this Agreement to continue the Grantee in employment and neither the Plan nor this Agreement shall interfere in any way with the right of the Company or any Subsidiary to terminate the employment of the Grantee at any time.

9. Integration. This Agreement constitutes the entire agreement between the parties with respect to this Award and supersedes all prior agreements and discussions between the parties concerning such subject matter.

10. Data Privacy Consent. In order to administer the Plan and this Agreement and to implement or structure future equity grants, the Company, its subsidiaries and affiliates and certain agents thereof (together, the “Relevant Companies”) may process any and all personal or professional data, including but not limited to Social Security or other identification number, home address and telephone number, date of birth and other information that is necessary or desirable for the administration of the Plan and/or this Agreement (the “Relevant Information”). By entering into this Agreement, the Grantee (i) authorizes the Company to collect, process, register and transfer to the Relevant Companies all Relevant Information; (ii) waives any privacy rights the Grantee may have with respect to the Relevant Information; (iii) authorizes the Relevant Companies to store and transmit such information in electronic form; and (iv)

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authorizes the transfer of the Relevant Information to any jurisdiction in which the Relevant Companies consider appropriate. The Grantee shall have access to, and the right to change, the Relevant Information. Relevant Information will only be used in accordance with applicable law.

11. Notices. Notices hereunder shall be mailed or delivered to the Company at its principal place of business and shall be mailed or delivered to the Grantee at the address on file with the Company or, in either case, at such other address as one party may subsequently furnish to the other party in writing.

BORDERFREE, INC.
By:
	Title:

The foregoing Agreement is hereby accepted and the terms and conditions thereof hereby agreed to by the undersigned. Electronic acceptance of this Agreement pursuant to the Company’s instructions to the Grantee (including through an online acceptance process) is acceptable.

Dated:
	Grantee’s Signature
	Grantee’s name and address:

3

RESTRICTED STOCK UNIT AWARD AGREEMENT

FOR NON-EMPLOYEE DIRECTORS

UNDER THE BORDERFREE, INC.

2014 STOCK OPTION AND INCENTIVE PLAN

Name of Grantee:

No. of Restricted Stock Units:

Grant Date:

Pursuant to the Borderfree, Inc. 2014 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Borderfree, Inc. (the “Company”) hereby grants an award of the number of Restricted Stock Units listed above (an “Award”) to the Grantee named above. Each Restricted Stock Unit shall relate to one share of Common Stock, par value $0.0001 per share (the “Stock”) of the Company.

1. Restrictions on Transfer of Award. This Award may not be sold, transferred, pledged, assigned or otherwise encumbered or disposed of by the Grantee, and any shares of Stock issuable with respect to the Award may not be sold, transferred, pledged, assigned or otherwise encumbered or disposed of until (i) the Restricted Stock Units have vested as provided in Paragraph 2 of this Agreement and (ii) shares of Stock have been issued to the Grantee in accordance with the terms of the Plan and this Agreement.

2. Vesting of Restricted Stock Units. The restrictions and conditions of Paragraph 1 of this Agreement shall lapse on the Vesting Date or Dates specified in the following schedule so long as the Grantee remains in service as a member of the Board on such Dates. If a series of Vesting Dates is specified, then the restrictions and conditions in Paragraph 1 shall lapse only with respect to the number of Restricted Stock Units specified as vested on such date.

Incremental Number of Restricted Stock Units Vested	Vesting Date
(    %)
(    %)
(    %)
(    %)

The Administrator may at any time accelerate the vesting schedule specified in this Paragraph 2.

3. Termination of Service. If the Grantee’s service with the Company and its Subsidiaries terminates for any reason (including death or disability) prior to the satisfaction of the vesting conditions set forth in Paragraph 2 above, any Restricted Stock Units that have not vested as of such date shall automatically and without notice terminate and be forfeited, and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in such unvested Restricted Stock Units.

4. Issuance of Shares of Stock. As soon as practicable following each Vesting Date (but in no event later than two and one-half months after the end of the year in which the Vesting Date occurs), the Company shall issue to the Grantee the number of shares of Stock equal to the aggregate number of Restricted Stock Units that have vested pursuant to Paragraph 2 of this Agreement on such date and the Grantee shall thereafter have all the rights of a stockholder of the Company with respect to such shares.

5. Incorporation of Plan. Notwithstanding anything herein to the contrary, this Agreement shall be subject to and governed by all the terms and conditions of the Plan, including the powers of the Administrator set forth in Section 2(b) of the Plan. Capitalized terms in this Agreement shall have the meaning specified in the Plan, unless a different meaning is specified herein.

6. Section 409A of the Code. This Agreement shall be interpreted in such a manner that all provisions relating to the settlement of the Award are exempt from the requirements of Section 409A of the Code as “short-term deferrals” as described in Section 409A of the Code.

7. No Obligation to Continue as a Director. Neither the Plan nor this Award confers upon the Grantee any rights with respect to continuance as a Director.

8. Integration. This Agreement constitutes the entire agreement between the parties with respect to this Award and supersedes all prior agreements and discussions between the parties concerning such subject matter.

9. Data Privacy Consent. In order to administer the Plan and this Agreement and to implement or structure future equity grants, the Company, its subsidiaries and affiliates and certain agents thereof (together, the “Relevant Companies”) may process any and all personal or professional data, including but not limited to Social Security or other identification number, home address and telephone number, date of birth and other information that is necessary or desirable for the administration of the Plan and/or this Agreement (the “Relevant Information”). By entering into this Agreement, the Grantee (i) authorizes the Company to collect, process, register and transfer to the Relevant Companies all Relevant Information; (ii) waives any privacy rights the Grantee may have with respect to the Relevant Information; (iii) authorizes the Relevant Companies to store and transmit such information in electronic form; and (iv) authorizes the transfer of the Relevant Information to any jurisdiction in which the Relevant Companies consider appropriate. The Grantee shall have access to, and the right to change, the Relevant Information. Relevant Information will only be used in accordance with applicable law.

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10. Notices. Notices hereunder shall be mailed or delivered to the Company at its principal place of business and shall be mailed or delivered to the Grantee at the address on file with the Company or, in either case, at such other address as one party may subsequently furnish to the other party in writing.

BORDERFREE, INC.
By:
	Title:

The foregoing Agreement is hereby accepted and the terms and conditions thereof hereby agreed to by the undersigned. Electronic acceptance of this Agreement pursuant to the Company’s instructions to the Grantee (including through an online acceptance process) is acceptable.

Dated:
	Grantee’s Signature
	Grantee’s name and address:

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EX-10.4

Exhibit 10.4

BORDERFREE, INC.

NON-EMPLOYEE DIRECTOR COMPENSATION POLICY

The purpose of this Director Compensation Policy of Borderfree, Inc. (the “Company”) is to provide a total compensation package that enables the Company to attract and retain, on a long-term basis, high-caliber directors who are not employees or officers of the Company or its subsidiaries. In furtherance of the purpose stated above, all non-employee directors shall be paid compensation for services provided to the Company as set forth below:

Cash Retainers

Annual Retainer for Board Membership: $30,000 for general availability and participation in meetings and conference calls of our Board of Directors, to be paid quarterly.

Additional Retainer for Board Chairperson: $15,000

Additional Retainers for Committee Membership:

Audit Committee Chairperson:	$	15,000
Audit Committee member:	$	5,000
Compensation Committee Chairperson:	$	10,000
Compensation Committee member:	$	3,750
Nominating and Corporate Governance Committee Chairperson:	$	5,000
Nominating and Corporate Governance Committee member:	$	2,500

Note: Chairperson retainers are in addition to member retainers.

Equity Retainers

Upon initial election to the Board: An initial, one-time equity grant (the “Initial Grant”) of $182,500 of equity awards in the form of stock options and/or restricted stock units, as determinated by the Compensation Committee of the Board, to each new non-employee director, that vest in 36 equal monthly installments over 3 years, provided, however, that all vesting ceases if the board member resigns from our Board of Directors or otherwise ceases to serve as a director, unless the Board of Directors determines that the circumstances warrant continuation of vesting. The fair market value of the Initial Grant shall be based on the market price on the date of grant. This initial equity grant applies only to non-employee directors who are first elected to the Board effective as of or subsequent to the Company’s initial public offering.

Annual equity grants: Each continuing non-employee member of the Board who has served as a director for the previous six months will receive an annual equity grant (the “Annual Grant”) of $85,000 of equity awards in the form of stock options and/or restricted stock units, as determinated by the Compensation Committee of the Board, that vest in 12 equal monthly

installments over 1 year, provided, however, that all vesting ceases if the director resigns from our Board of Directors or otherwise ceases to serve as a director, unless the Board of Directors determines that the circumstances warrant continuation of vesting. The fair market value of the Annual Grant shall be based on the market price on the date of grant.

Expenses

The Company will reimburse all reasonable out-of-pocket expenses incurred by non-employee directors in attending meetings of the Board or any Committee.

ADOPTED: March 10, 2014, subject to effectiveness of the Company’s Registration Statement on Form S-1.

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EX-10.5

Exhibit 10.5

BORDERFREE, INC.

SENIOR EXECUTIVE CASH INCENTIVE BONUS PLAN

1. Purpose

This Senior Executive Cash Incentive Bonus Plan (the “Incentive Plan”) is intended to provide an incentive for superior work and to motivate eligible executives of Borderfree, Inc. (the “Company”) and its subsidiaries toward even higher achievement and business results, to tie their goals and interests to those of the Company and its stockholders and to enable the Company to attract and retain highly qualified executives. The Incentive Plan is for the benefit of Covered Executives (as defined below).

2. Covered Executives

From time to time, the Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”) may select certain key executives (the “Covered Executives”) to be eligible to receive bonuses hereunder. Participation in this Plan does not change the “at will” nature of a Covered Executive’s employment with the Company.

3. Administration

The Compensation Committee shall have the sole discretion and authority to administer and interpret the Incentive Plan.

4. Bonus Determinations

(a) Corporate Performance Goals. A Covered Executive may receive a bonus payment under the Incentive Plan based upon the attainment of one or more performance objectives that are established by the Compensation Committee and relate to financial and operational metrics with respect to the Company or any of its subsidiaries (the “Corporate Performance Goals”), including the following: cash flow (including, but not limited to, operating cash flow and free cash flow); revenue; corporate revenue; earnings before interest, taxes, depreciation and amortization; net income (loss) (either before or after interest, taxes, depreciation and/or amortization); changes in the market price of the Company’s common stock; economic value-added; acquisitions or strategic transactions; operating income (loss); return on capital, assets, equity, or investment; stockholder returns; return on sales; gross or net profit levels; productivity; expense efficiency; margins; operating efficiency; customer satisfaction; working capital; earnings (loss) per share of the Company’s common stock; sales or market shares; number of customers, number of new customers or customer references; operating income and/or net annual recurring revenue, any of which may be (A) measured in absolute terms or compared to any incremental increase, (B) measured in terms of growth, (C) compared to another company or companies or to results of a peer group, (D) measured against the market as a whole and/or as compared to applicable market indices and/or (E) measured on a pre-tax or post-tax basis (if applicable). Further, any Corporate Performance Goals may be used to measure the performance of the Company as a whole or a business unit or other segment of the Company, or one or more product lines or specific markets. The Corporate Performance Goals may differ from Covered Executive to Covered Executive.

(b) Calculation of Corporate Performance Goals. At the beginning of each applicable performance period, the Compensation Committee will determine whether any significant element(s) will be included in or excluded from the calculation of any Corporate Performance Goal with respect to any Covered Executive. In all other respects, Corporate Performance Goals will be calculated in accordance with the Company’s financial statements, generally accepted accounting principles, or under a methodology established by the Compensation Committee at the beginning of the performance period and which is consistently applied with respect to a Corporate Performance Goal in the relevant performance period.

(c) Target; Minimum; Maximum. Each Corporate Performance Goal shall have a “target” (100 percent attainment of the Corporate Performance Goal) and may also have a “minimum” hurdle and/or a “maximum” amount.

(d) Bonus Requirements; Individual Goals. Except as otherwise set forth in this Section 4(d): (i) any bonuses paid to Covered Executives under the Incentive Plan shall be based upon objectively determinable bonus formulas that tie such bonuses to one or more performance targets relating to the Corporate Performance Goals, (ii) bonus formulas for Covered Executives shall be adopted in each performance period by the Compensation Committee and communicated to each Covered Executive at the beginning of each performance period and (iii) no bonuses shall be paid to Covered Executives unless and until the Compensation Committee makes a determination with respect to the attainment of the performance targets relating to the Corporate Performance Goals. Notwithstanding the foregoing, the Compensation Committee may adjust bonuses payable under the Incentive Plan based on achievement of one or more individual performance objectives or pay bonuses (including, without limitation, discretionary bonuses) to Covered Executives under the Incentive Plan based on individual performance goals and/or upon such other terms and conditions as the Compensation Committee may in its discretion determine.

(e) Individual Target Bonuses. The Compensation Committee shall establish a target bonus opportunity for each Covered Executive for each performance period. For each Covered Executive, the Compensation Committee shall have the authority to apportion the target award so that a portion of the target award shall be tied to attainment of Corporate Performance Goals and a portion of the target award shall be tied to attainment of individual performance objectives.

(f) Employment Requirement. Subject to any additional terms contained in a written agreement between the Covered Executive and the Company, the payment of a bonus to a Covered Executive with respect to a performance period shall be conditioned upon the Covered Executive’s employment by the Company on the bonus payment date. If a Covered Executive was not employed for an entire performance period, the Compensation Committee may pro rate the bonus based on the number of days employed during such period.

5. Timing of Payment

(a) With respect to Corporate Performance Goals established and measured on a basis more frequently than annually (e.g., quarterly or semi-annually), the Corporate Performance

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Goals will be measured at the end of each performance period after the Company’s financial reports with respect to such period(s) have been published. If the Corporate Performance Goals and/or individual goals for such period are met, payments will be made as soon as practicable following the end of such period, but not later 74 days after the end of the fiscal year in which such performance period ends.

(b) With respect to Corporate Performance Goals established and measured on an annual or multi-year basis, Corporate Performance Goals will be measured as of the end of each such performance period (e.g., the end of each fiscal year) after the Company’s financial reports with respect to such period(s) have been published. If the Corporate Performance Goals and/ or individual goals for any such period are met, bonus payments will be made as soon as practicable, but not later than 74 days after the end of the relevant fiscal year.

(c) For the avoidance of doubt, bonuses earned at any time in a fiscal year must be paid no later than 74 days after the last day of such fiscal year.

6. Amendment and Termination

The Company reserves the right to amend or terminate the Incentive Plan at any time in its sole discretion.

ADOPTED: February 28, 2014, subject to effectiveness of the Company’s Registration Statement on Form S-1.

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EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the use in this Registration Statement on Form S-1 of Borderfree, Inc. of our report dated February 18, 2014, except for the effects of the reverse stock split discussed in Note 11 to the consolidated financial statements as to which the date is March 10, 2014, relating to the financial statements and financial statement schedule of Borderfree, Inc., which appears in such Registration Statement. We also consent to the reference to us under the heading “Experts” in such Registration Statement.

/s/ PricewaterhouseCoopers LLP

New York, New York

March 10, 2014