Skype Technologies S. A., a Luxembourg public limited company (société anonyme), having its registered office at 00/00, Xxxxxxxxx Xxxxx, X-0000 Xxxxxxxxxx, Grand Duchy of Luxembourg and registered with the Luxembourg Trade and Companies Register under number B 96677 (the “Company”).
Skype Technologies S. A. (a public limited company (société anonyme) registered with the Luxembourg Registre de Commerce et des Sociétés with registration number R.C.S. Luxembourg B96.677) whose registered office is at 00/00 Xxxxxxxxx Xxxxx, X-0000, Xxxxxxxxxx, Xxxxx-Xxxxx of Luxembourg (the “Company”); and
Skype Technologies S. A., a public company limited by shares (société anonyme) incorporated under the laws of Luxembourg with its registered office at 00/00, Xxxxxxxxx Xxxxx X-0000 Xxxxxxxxxx and being registered with the Registre de Commerce et des Sociétés in Luxembourg under number R.C.S. B 96 677 (the “Pledgor”);
Skype Technologies S. A., a limited company registered under the laws of Luxembourg By: By: [Optionholder’s Signature Page Follows] EMI Rollover Agreement Signature Page In witness whereof, the parties hereto have caused this Agreement to be executed and delivered on the day and year written below. Executed as a deed Signature: Printed name: Date: Country of residence: In the presence of Witness signature: Witness name: Witness address: Date:
Skype Technologies S. A. as Company relating to the Credit Agreement Elvinger, Hoss & Prussen 0, xxxxx Xxxxxxx Xxxxxxxxx X.X. 000 X-0000 Xxxxxxxxxx xxx.xxx.xx CONTENTS
Skype Technologies S. A. as the Chargor - and - JPMORGAN CHASE BANK, N.A. as the Chargee CHARGE OVER SHARES Xxxxxxx Xxxxx LLP TABLE OF CONTENTS Clause Headings Page 1. DEFINITIONS, CONSTRUCTION AND THIRD PARTY RIGHTS 1 2. COVENANT TO PAY 4 3. SECURITY 5 4. FURTHER ASSURANCE 5 5. GENERAL UNDERTAKINGS WITH RESPECT TO THE SHARES 5 6. UNDERTAKINGS WITH RESPECT TO SHARES 6 7. RIGHTS OF THE CHARGEE 9 8. EXONERATION 11 9. APPOINTMENT OF RECEIVER 11 10. RECEIVER’S POWERS 12 11. PROTECTION OF PURCHASERS 13 12. POWER OF ATTORNEY AND DELEGATION 13 13. APPLICATION OF MONIES RECEIVED UNDER THIS DEED 14 14. TERMINATION; RELEASE OF SECURITY 15 15. AMOUNTS PAYABLE 15 16. REPRESENTATIONS AND WARRANTIES 16 17. NEW ACCOUNTS 17 18. MISCELLANEOUS 17 19. CALCULATIONS AND CERTIFICATES 21 20. NOTICES 22 21. AMENDMENT 22 22. COUNTERPARTS 23 23. LAW 23 24. ENFORCEMENT 23 APPENDIX A SHARE TRANSFER FORM 00 XXXXXXXX X SHAREHOLDER LETTER OF AUTHORITY 26 THIS DEED is made on 2009 BETWEEN:
Skype Technologies S. A. By: /S/ XXXXXXX XXXXXXXX By: /S/ XXXXX XXXXXXXXX Name: Xxxxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxxx Title: SVP, Legal Affairs, General Counsel and Secretary Title: Director By: /S/ XXXXXX XXXXXX Name: Xxxxxx Xxxxxx Title: Director Signature Page to Patent Cross-License by and between eBay Inc. and Skype Technologies S.A. Exhibit A Skype Patents [SEVEN PAGES ARE OMITTED AS CONFIDENTIAL AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] Exhibit B eBay Patents [TWO PAGES ARE OMITTED AS CONFIDENTIAL AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
Skype Technologies S. A., a limited company registered under the laws of Luxembourg By: [Optionholder’s Signature Page Follows] Option Assumption Agreement Signature Page In witness whereof, the parties hereto have caused this Agreement to be executed and delivered on the day and year written below. Dated: Signature of Optionholder Printed Name of Optionholder Country of Residence of Optionholder [For US Optionholders only] Name of Optionholder’s Investment Advisor Option Assumption Agreement Signature Page Schedule 1 Illustrative Examples of Vesting Acceleration EXAMPLE 1: Assumptions: • Options to subscribe for 64 Ordinary Shares • Vesting start date of 1 January 2005 • Vesting schedule: 1/16th of the Ordinary Shares subject to the options (“Option Shares”) will vest every quarter • The Transaction will be completed on October 20, 2005 • At closing 3/16th or 12 shares will be vested • Remaining vesting dates until fully vested: 13 (quarterly dates from December 31, 2005 to December 31, 2008) • Number of Option Shares that would normally vest on each vesting date: 64 Ordinary Shares ÷ 16 vesting dates = 4 Option Shares vest per vesting date Calculation:
Skype Technologies S. A., a limited company (société anonyme) registered under the laws of the Grand Duchy of Luxembourg, whose registered office is at 10, xxx Xxxxx Xxxx, X-0000 Xxxxxxxxxx, brief particulars of which are set out in Part I of Schedule 5 (the “Company”).
Skype Technologies S. A., incorporated under the laws of Luxembourg, having its registered office 00-00, xxxxxxxxx Xxxxx, X-0000 Xxxxxxxxxx. Hereafter called the Future Employer
