Promissory Note And Stock Pledge Agreement

1.1 Advance credits. As a guarantee of the repayment of the amounts payable in accordance with the note, the borrower allocates two million million eight hundred and ten thousand five cents (2,812,500) shares (the “shares”) of the Class A stock stock PayPal, Inc. (the “issuer”) as collateral and as collateral to the lender. 5.1 Commitment. As collateral for all the borrower`s commitments and commitments to the lender, whether it is more the existing obligation or later arising from that agreement and the restricted share purchase agreement of that contract, including one that does not comply with the borrower`s prohibition on payment in connection with the appeal (the “bonds”), the borrower acts as collateral and promises the lender the shares and gives the lender a security interest in the lender`s right. , securities and interest on and on the shares and possible distributions of these products, the proceeds (from the sale or other means) and all products (from the sale or otherwise) of the products (together the “security”). The borrower undertakes to take additional steps, at the lender`s request, to improve and pursue the lender`s security interest in collateral. 5.6 Duties of the pawnbroker in the exercise of the appeal. If the order holder receives a valid notice of invitation, the caller must, as of the date of the fiscal year, complete the assignment of shares necessary for the transfer in question, (ii) complete the number of shares transferred and (iii) hand over the assignment to the lender at the same time as the certificate relating to the transferred shares. A share guarantee contract describes the details of the share commitment for the guarantee of a debt. A regime change is a legal instrument that describes the amount and conditions of the debt. The share sale agreement mentions the shareholder, the creditor, the principal amount of the debt, the type of shares mortgaged and the amount of the stock of shares.

2.1 Changes in the capital structure. When shares are changed due to stock splitting, a reverse fraction, a share dividend or recapitalization, or when converted or exchanged into other securities as a result of a merger or reorganization of the issuer, the number of shares, the stock class and the lender`s exercise price are adjusted appropriately to obtain benefits to the parties under this agreement. , provided the total price for the lender remains unchanged. 6.1 Share ownership; No conflict. From that date, the borrower insures and guarantees the commitments for the period beginning on that date and ending on the expiry date (as defined in Section 7.5) that (i) the borrower has and has the right to insure the shares and distributions, in whole or in part, without the right of pledge, pretension, charge or restriction of any kind or any other form (with : who are currently owned by the lender or may be created as part of this agreement, as well as the resale restrictions that may be imposed by existing federal and regional debt laws; (ii) shares are not included and shares and distributions are not subject to a right of pre-purchase, redemption or similar right granted or withheld to a person other than the lender; and (iii) there is no provision for an existing agreement and the borrower will not enter into an agreement to which the borrower is or would be bound (or to which the borrower would be or would be subject) that would or would be in conflict with this agreement or the performance of the borrower`s obligations arising from that agreement.