Paypal Inc Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • January 18th, 2002 • Paypal Inc • Telegraph & other message communications • Delaware

This Indemnification Agreement (the "Agreement") is made as of by and between PayPal, Inc., a Delaware corporation (the "Company"), and (the "Indemnitee").

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Underwriting Agreement
Paypal Inc • June 21st, 2002 • Services-business services, nec • New York

Salomon Smith Barney Inc. Bear, Stearns & Co. Inc. Merrill Lynch, Pierce, Fenner & Smith Incorporated William Blair & Company L.L.C. SunTrust Capital Markets, Inc. Soundview Technology Corporation D.A. Davidson & Co. As Representatives of the several Underwriters, c/o Salomon Smith Barney Inc. 388 Greenwich Street New York, New York 10013

LEASE AGREEMENT BY AND BETWEEN HARBOR INVESTMENT PARTNERS, a California general partnership AS LANDLORD and X.COM, a Delaware corporation AS TENANT Dated March 10, 2000
Lease Agreement • November 7th, 2001 • Paypal Inc • Telegraph & other message communications • California

THIS LEASE AGREEMENT is made and entered into by and between Landlord and Tenant on the Lease Date. The defined terms used in this Lease which are defined in the Basic Lease Information attached to this Lease Agreement ("Basic Lease Information") shall have the meaning and definition given them in the Basic Lease Information. The Basic Lease Information, the exhibits, the addendum or addenda described in the Basic Lease Information, and this Lease Agreement are and shall be construed as a single instrument and are referred to herein as the "Lease".

CREDIT CARD PAYMENT PROCESSING SERVICES AGREEMENT between PAYPAL, INC. and WELLS FARGO BANK, N.A. Effective as of May 1, 2002
Payment Processing Services Agreement • June 27th, 2002 • Paypal Inc • Services-business services, nec • California

CREDIT CARD PAYMENT PROCESSING SERVICES AGREEMENT, dated as of May 1, 2002 (the "Effective Date"), among PAYPAL, INC., and WELLS FARGO BANK, N.A.

LOAN AND PLEDGE AGREEMENT
Loan and Pledge Agreement • June 27th, 2002 • Paypal Inc • Services-business services, nec • California

This LOAN AND PLEDGE AGREEMENT (the "Agreement") is made as of September 10, 2001 between Peter Thiel ("Borrower") and PayPal, Inc. ("Lender").

MERCHANT AGREEMENT
Paypal Inc • February 7th, 2002 • Telegraph & other message communications • Florida

In consideration of the mutual promises and covenants contained in this Merchant Agreement ("Agreement"), the parties agree as follows:

SERVICE AGREEMENT dated September 25, 2000 between FIRST DATA RESOURCES INC. and X.COM CORPORATION
Service Agreement • February 7th, 2002 • Paypal Inc • Telegraph & other message communications • Nebraska

This Service Agreement dated as of September 25, 2000 (the "Effective Date"), is between First Data Resources Inc. ("FDR") and X.com Corporation ("Customer"). References to "Customer" throughout shall include Customer's Affiliates which are receiving the Services.

LEASE
Lease Amendment Agreement • November 7th, 2001 • Paypal Inc • Telegraph & other message communications • Nebraska

THIS LEASE AGREEMENT (this "Lease") is entered into as of this 25 day of April, 2000, between Metro-Omaha Associates, L.L.C., a Nebraska limited liability company ("Landlord"), and X.Com Corporation, a California Corporation ("Tenant").

FORM OF LOAN, PLEDGE AND OPTION AGREEMENT
Pledge and Option Agreement • September 28th, 2001 • Paypal Inc • California
Credit Card Alliance Agreement
Alliance Agreement • March 13th, 2002 • Paypal Inc • Telegraph & other message communications • California

This Agreement, effective as of March 1, 2002 ("Effective Date"), is between Providian Bancorp Services, a California corporation, with principal offices located in San Francisco, California (together with all its affiliates "Providian"), and PayPal Inc., a Delaware corporation with principal offices located in Palo Alto, California ("PayPal") (collectively, "the Parties").

Contract
Paypal Inc • November 7th, 2001 • Telegraph & other message communications • California

THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR PURSUANT TO RULE 144 OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.

PAYPAL, INC. RESTRICTED STOCK PURCHASE AGREEMENT
Restricted Stock Purchase Agreement • September 28th, 2001 • Paypal Inc • California

THIS RESTRICTED STOCK PURCHASE AGREEMENT is made as of September 10, 2001 by and between PayPal, Inc., a Delaware corporation (the "Company"), and Peter Thiel (the "Purchaser").

WELLS FARGO BANK, NATIONAL ASSOCIATION APPLICATION AND AGREEMENT for CASH MANAGEMENT SERVICES
Application and Agreement • February 7th, 2002 • Paypal Inc • Telegraph & other message communications

Certain of the Services involve Funds Transfers or ACH Transfers out of or into your designated WDDAs (each a "Transfer Account"). In an effort to detect unauthorized requests for transfers of funds, we have established the following security procedures ("Security Procedures") with which you agree to comply. Additional details with respect to the Security Procedures are located in the Disclosure Statement and the applicable User Documentation. Wells Fargo shall have no obligation to process a Funds Transfer or ACH Transfer for which you have not complied with the relevant Security Procedure. Except as expressly provided below, Wells Fargo is under no obligation whatsoever, and shall have no liability for failing to investigate or verify, any request for a Funds Transfer or ACH Transfer.

PayPal, Inc. Sharesa/ Common Stock ($0.001 par value) Underwriting Agreement
Underwriting Agreement • January 31st, 2002 • Paypal Inc • Telegraph & other message communications • New York

Salomon Smith Barney Inc. Bear, Stearns & Co. Inc. William Blair & Company, L.L.C. SunTrust Capital Markets, Inc. Friedman Billings Ramsey & Co., Inc. As Representatives of the several Underwriters, c/o Salomon Smith Barney Inc. 388 Greenwich Street New York, New York 10013

AGREEMENT AND PLAN OF MERGER dated as of March 1, 2000 among X.COM CORPORATION, CONFINITY ACQUISITION CORP. and CONFINITY, INC.
Agreement and Plan of Merger • September 28th, 2001 • Paypal Inc • California

This Agreement and Plan of Merger (the "Agreement") is made and entered into as of March 1, 2000, by and among X.com Corporation, a Delaware corporation ("Acquiror"), Confinity Acquisition Corp., a Delaware corporation ("Merger Sub") and wholly owned subsidiary of Acquiror, and Confinity, Inc., a California corporation ("Target").

BASIC LEASE INFORMATION
Paypal Inc • November 7th, 2001 • Telegraph & other message communications

BUILDING: A three (3) story building (the "Building") totaling approximately 56,030 square feet and a two (2) level below grade parking lot located on approximately .43 acres of land known as 303 Bryant Street, Mountain View, California 94039 which legal description is contained herein in Exhibit A-1.

Credit Card Alliance Agreement
Alliance Agreement • February 7th, 2002 • Paypal Inc • Telegraph & other message communications • California

This Agreement, effective as of February 1, 2001, is between Providian Bancorp Services, a California corporation, with principal offices located in San Francisco, California (together with all its affiliates "Providian"), and X.com Corporation., a Delaware corporation with principal offices located in Palo Alto, California ("PayPal").

DESIGN-BUILD AGREEMENT
Design-Build Agreement • June 27th, 2002 • Paypal Inc • Services-business services, nec

THIS DESIGN-BUILD AGREEMENT ("Agreement") is entered into this day of , 2002 by and between WORKSTAGE LLC, a Delaware limited liability company, with an address of 4700 60th Street, Grand Rapids, Michigan 49512 ("Workstage"), and PayPal, Inc. a Delaware corporation, with an address of P.O. Box 45950, Omaha, Nebraska 68145 and an office at 303 Bryant Street, Mountain View, CA 94041 ("Owner").

PAYPAL, INC. (FORMERLY KNOWN AS X.COM CORPORATION) FIRST AMENDMENT TO AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
Investors' Rights Agreement • June 12th, 2002 • Paypal Inc • Telegraph & other message communications • California

This First Amendment (this "Amendment") to Amended and Restated Investors' Rights Agreement is made as of this 31st day of May, 2002, by and among PayPal, Inc. (formerly known as X.com Corporation), a Delaware corporation (the "Company"), and the stockholders listed on the attached Exhibit 1, as the holders of a majority of the Company's Registrable Securities (as such term is defined in the Rights Agreement).

INTERACTIVE SUPPORT SERVICES AGREEMENT
Support Services Agreement • February 7th, 2002 • Paypal Inc • Telegraph & other message communications • California

This INTERACTIVE SUPPORT SERVICES AGREEMENT (this "Agreement") is made as of this 29th day of December, 2000 (the "Effective Date") by and between Daksh.Com eServices Private Limited ("Daksh"), an Indian corporation, and Xcom Corporation, a Delaware corporation ("Client") (each, a "Party" and collectively, the "Parties").

PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • June 12th, 2002 • Paypal Inc • Telegraph & other message communications • Nebraska

This Purchase and Sale Agreement ("Agreement") is made as of May 7, 2002 (the "Agreement Date") and is entered into by and between R.S. LAND, INC, a Nebraska Corporation ("Seller") and PAYPAL, INC., a Delaware corporation ("Buyer") with respect to the following facts:

Re: Settlement Agreement and Release of Claims Dear Mr. Johnson:
Paypal Inc • September 28th, 2001

This letter constitutes a settlement agreement and release of claims ("Agreement") that compromises, settles and discharges any and all claims that you may have against PayPal, Inc. (the "Company") including those arising from your employment as Chief Financial Officer, the termination of your employment on August 8th, 2001, and the events surrounding the termination of your employment. You and the Company may be referred to in this Agreement as "Parties," collectively, or as a "Party," individually.

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PAYPAL, INC. SEPARATION AGREEMENT AND MUTUAL RELEASE
Separation Agreement and Mutual Release • September 28th, 2001 • Paypal Inc • California

This Separation Agreement and Mutual Release ("Agreement") is made by and between PayPal, Inc., a Delaware corporation (the "Company"), and Elon Musk ("Mr. Musk" or "Employee").

SUBLEASE
Lease Agreement • November 7th, 2001 • Paypal Inc • Telegraph & other message communications • Nebraska

THIS LEASE AGREEMENT (this "Lease") is entered into as of this day of January, 2000, between Metro-Omaha Associates, L.L.C., a Nebraska limited liability company ("Landlord"), and ConAgra, Inc., a Delaware Corporations ("Tenant").

MERCHANT AGREEMENT
Paypal Inc • February 7th, 2002 • Telegraph & other message communications • Delaware

In consideration of the mutual promises and covenants contained in this Merchant Agreement ("Agreement"), the parties agree as follows:

AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT August 7, 2000
Investors' Rights Agreement • September 28th, 2001 • Paypal Inc • California

This Amended and Restated Investors' Rights Agreement (the "Rights Agreement") is made as of this 7th day of August, 2000, by and among X.com Corporation, a Delaware corporation (the "Company"), the holders of the Company's Series A Preferred Stock (the "Series A Holders"), the holders of the Company's Series AA Preferred Stock (the "Series AA Holders"), the holders of the Company's Series B Preferred Stock (the "Series B Holders"), the holders of the Company's Series BB Preferred Stock (the "Series BB Holders"), the holders of the Company's Series C Preferred Stock (the "Series C Holders"), the holders of the Company's Series CC Preferred Stock (the "Series CC Holders"), and the holders of the Company's Series D Preferred Stock (the "Series D Holders"). The Series A Holders, Series AA Holders, Series B Holders, Series BB Holders, Series C Holders, Series CC Holders and Series D Holders are listed on Exhibit A and are referred to together as "Investors" and individually as an "Investor

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