Indenture Dated as of September 26, 2019 PAYPAL HOLDINGS, INC., as Issuer and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee Debt SecuritiesIndenture • September 26th, 2019 • PayPal Holdings, Inc. • Services-business services, nec • New York
THIS INDENTURE, dated as of September 26, 2019, by and among PAYPAL HOLDINGS, INC., a Delaware corporation (the “Issuer”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as trustee (the “Trustee”).
364-DAY CREDIT AGREEMENT Dated as of September 11, 2019 among PAYPAL HOLDINGS, INC., as the Borrower, The Designated Borrowers from Time to Time Parties Hereto, JPMORGAN CHASE BANK, N.A., as the Administrative Agent, and The Other Lenders Party...Credit Agreement • September 12th, 2019 • PayPal Holdings, Inc. • Services-business services, nec • New York
This 364-DAY CREDIT AGREEMENT (“Agreement”) is entered into as of September 11, 2019, among PAYPAL HOLDINGS, INC., a Delaware corporation (the “Borrower”), the Designated Borrowers from time to time parties hereto, each lender from time to time party hereto (the “Lenders”), and JPMORGAN CHASE BANK, N.A., as the Administrative Agent.
EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN EBAY INC. AND PAYPAL HOLDINGS, INC. DATED AS OF JULY 17, 2015Employee Matters Agreement • July 20th, 2015 • PayPal Holdings, Inc. • Services-business services, nec • Delaware
This EMPLOYEE MATTERS AGREEMENT, dated as of July 17, 2015 (this “Agreement”), is by and between eBay Inc., a Delaware corporation (“eBay”), and PayPal Holdings, Inc., a Delaware corporation (“PayPal”).
PAYPAL HOLDINGS, INC. INDEMNITY AGREEMENTIndemnity Agreement • May 14th, 2015 • PayPal Holdings, Inc. • Services-business services, nec • Delaware
This Indemnity Agreement (this “Agreement”), dated as of [•], 201[•], is made by and between PayPal Holdings, Inc., a Delaware corporation (the “Company”), and , a director and/or officer of the Company (the “Indemnitee”).
TAX MATTERS AGREEMENT DATED AS OF [●], 2015 BY AND BETWEEN EBAY INC. AND PAYPAL HOLDINGS, INC.Tax Matters Agreement • June 2nd, 2015 • PayPal Holdings, Inc. • Services-business services, nec • Delaware
This TAX MATTERS AGREEMENT (this “Agreement”) is entered into as of [●], 2015, by and between eBay Inc., a Delaware corporation (“eBay”), and PayPal Holdings, Inc., a Delaware corporation and a wholly owned subsidiary of eBay (“SpinCo”) (collectively, the “Companies” and each a “Company”).
FORM OF SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN EBAY INC. AND PAYPAL HOLDINGS, INC. DATED AS OF [•], 201[•]Separation and Distribution Agreement • May 14th, 2015 • PayPal Holdings, Inc. • Services-business services, nec • Delaware
This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of [•], 201[•] (this “Agreement”), is by and between eBay Inc., a Delaware corporation (“eBay”), and PayPal Holdings, Inc., a Delaware corporation (“PayPal”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.
FORM OF INTELLECTUAL PROPERTY MATTERS AGREEMENT BY AND AMONG EBAY INC., EBAY INTERNATIONAL AG, PAYPAL HOLDINGS, INC., PAYPAL, INC., PAYPAL PTE. LTD. AND PAYPAL PAYMENTS PTE. HOLDINGS S.C.S. DATED AS OF [●]Intellectual Property Matters Agreement • May 14th, 2015 • PayPal Holdings, Inc. • Services-business services, nec • Delaware
This INTELLECTUAL PROPERTY MATTERS AGREEMENT (“Agreement”), dated as of [●], is by and among eBay Inc., a Delaware corporation (“eBay”), eBay International AG, a company organized under the laws of Switzerland (“eBay AG”), PayPal Holdings, Inc., a Delaware corporation (“PayPal”), PayPal, Inc., a Delaware corporation (“PPI”), PayPal Pte. Ltd., a company organized under the laws of Singapore (“3PL”), and PayPal Payments Pte. Holdings S.C.S., a company organized under the laws of Luxembourg (“PPLUX”) (collectively, the “Parties” and each, individually, a “Party”). Unless otherwise defined herein, all capitalized terms used in this Agreement will have the meanings set forth in Exhibit A. Any capitalized term used and not otherwise defined in this Agreement will have the meaning ascribed to such term in the Separation and Distribution Agreement between the Parties, dated as of [●] (the “Separation and Distribution Agreement”).
PAYPAL HOLDINGS, INC. ELECTING DIRECTOR QUARTERLY AWARD AGREEMENTAward Agreement • May 14th, 2015 • PayPal Holdings, Inc. • Services-business services, nec • Delaware
This award agreement (this “Award Agreement”) sets forth the terms and conditions of an award (this “Award”) of deferred stock units (“DSUs”) granted to you under the PayPal Holdings, Inc. 2015 Equity Incentive Award Plan, as amended from time to time (the “Plan”), and pursuant to your election to defer your annual retainer for your service on the Board.
PURCHASE AND SALE AGREEMENT BY AND BETWEEN SYNCHRONY BANK, AND BILL ME LATER, INC. DATED AS OF NOVEMBER 10, 2017Purchase and Sale Agreement • November 16th, 2017 • PayPal Holdings, Inc. • Services-business services, nec • New York
PURCHASE AND SALE AGREEMENT, dated as of November 10, 2017 (this “Agreement”), by and between Synchrony Bank, a federal savings association (“Purchaser”) and Bill Me Later, Inc., a Delaware corporation (“BMLI” or “Seller”).
364-DAY CREDIT AND GUARANTEE AGREEMENT Dated as of December 5, 2017 among PAYPAL HOLDINGS, INC., as the Borrower, The Designated Borrowers from Time to Time Parties Hereto, PAYPAL, INC., as the Subsidiary Guarantor, JPMORGAN CHASE BANK, N.A., as...Credit and Guarantee Agreement • December 6th, 2017 • PayPal Holdings, Inc. • Services-business services, nec • New York
This 364-DAY CREDIT AND GUARANTEE AGREEMENT (“Agreement”) is entered into as of December 5, 2017, among PAYPAL HOLDINGS, INC., a Delaware corporation (the “Borrower”), the Designated Borrowers from time to time parties hereto, PAYPAL, INC., a Delaware corporation (the “Subsidiary Guarantor”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
December 31, 2014PayPal Holdings, Inc. • May 14th, 2015 • Services-business services, nec
FORM OF OPERATING AGREEMENT BY AND BETWEEN EBAY INC. AND PAYPAL HOLDINGS, INC. DATED AS OF [●], 20[●]Operating Agreement • May 14th, 2015 • PayPal Holdings, Inc. • Services-business services, nec
This OPERATING AGREEMENT, dated as of [●], 201[●] (this “Agreement”), is made and entered into by and between PayPal Holdings, Inc., a Delaware corporation (“PayPal”), and eBay Inc., a Delaware corporation (“eBay”). PayPal and eBay are sometimes referred to herein individually as a “Party” and collectively as the “Parties”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.
Tranche: Tranche 4 Facility 4. The address and jurisdiction of organization of the Subsidiary are set forth below: Address Level 24 1 York Street Sydney NSW 2000 Attn: Mr Neil Matthews Email: nmatthews@paypal.com Telephone: +61 405 339 519...Joinder Agreement Joinder Agreement • May 7th, 2020 • PayPal Holdings, Inc. • Services-business services, nec • New South Wales
ContractJoinder Agreement Joinder Agreement • May 7th, 2020 • PayPal Holdings, Inc. • Services-business services, nec • New York
FORM OF TRANSITION SERVICES AGREEMENT BY AND BETWEEN EBAY INC. AND PAYPAL HOLDINGS, INC. DATED AS OF [•], 201[•]Transition Services Agreement • May 14th, 2015 • PayPal Holdings, Inc. • Services-business services, nec
This TRANSITION SERVICES AGREEMENT, dated as of [•], 201[•], (this “Agreement”), is by and between eBay Inc., a Delaware corporation (“eBay”), and PayPal Holdings, Inc., a Delaware corporation (“PayPal”). This Agreement is effective as of immediately following the Effective Time (i.e., 12:00:00 a.m. Eastern Time on the day immediately following the Distribution Date) (the “TSA Effective Time”).
AMENDMENT NO. 1 TO THE PURCHASE AND SALE AGREEMENTThe Purchase and Sale Agreement • July 26th, 2018 • PayPal Holdings, Inc. • Services-business services, nec • New York
This AMENDMENT NO. 1 TO THE PURCHASE AND SALE AGREEMENT, made this 12th day of April, 2018 (this “Amendment”), is by and between Synchrony Bank, a federal savings association (“Purchaser”), and Bill Me Later, Inc., a Delaware corporation (“BMLI” or “Seller”).
TRANSITION SERVICES AGREEMENT BY AND BETWEEN EBAY INC. AND PAYPAL HOLDINGS, INC. DATED AS OF JULY 17, 2015Transition Services Agreement • July 20th, 2015 • PayPal Holdings, Inc. • Services-business services, nec
This TRANSITION SERVICES AGREEMENT, dated as of July 17, 2015, (this “Agreement”), is by and between eBay Inc., a Delaware corporation (“eBay”), and PayPal Holdings, Inc., a Delaware corporation (“PayPal”). This Agreement is effective as of immediately following the Effective Time (i.e., 12:00:00 a.m. Eastern Time on the day immediately following the Distribution Date) (the “TSA Effective Time”).
Certain portions of this document have been omitted pursuant to Item 601(b)(10) of Regulation S‑K and, where applicable, have been marked with “[***]” to indicate where omissions have been made. The marked information has been omitted because it is...Letter Agreement • July 25th, 2019 • PayPal Holdings, Inc. • Services-business services, nec • California
This letter agreement ("Separation Agreement" or “Agreement”) sets forth the severance benefits for which you are eligible if you sign and do not revoke (i) this Separation Agreement within the time frame provided in Section 22 of this Agreement and (ii) a waiver and general release of claims, in the form attached as Exhibit A hereto (the “Release”), on or after your date of termination of employment. Please note that the Separation Agreement and the Release each contain a waiver and release of claims against PayPal, Inc. (collectively with PayPal Holdings, Inc. and any of their subsidiaries and affiliates, “PayPal” or the “Company”).
AMENDMENT TO OPERATING AGREEMENTOperating Agreement • July 26th, 2016 • PayPal Holdings, Inc. • Services-business services, nec
This Amendment (“Amendment”) to the Operating Agreement (defined below) is entered into and made effective as of the last date signed below, by and between PayPal Holdings, Inc.; PayPal, Inc.; PayPal Pte Ltd.; PayPal Payments Pte Holdings, S.C.S., on the one hand (collectively, “PayPal”), and eBay Inc.; eBay International AG, on the other hand (collectively, “eBay”). PayPal and eBay are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
Mark Britto Letter Agreement] Dear Mark,Letter Agreement • April 25th, 2019 • PayPal Holdings, Inc. • Services-business services, nec
This has been an another excellent year for PayPal. As a member of our top leadership team, I hope you feel a sense of pride for what we achieved in 2018 for our customers, our shareholders and our employees. We continued to collaborate closely with a unified approach to our thinking, problem-solving and planning, which helped us grow stronger across the many dimensions of our business. Your leadership has helped us successfully navigate an ongoing journey of growth and transformation at PayPal. As we look forward, I believe our future has never looked brighter.
December 21, 2023 Gabrielle Rabinovitch Dear Gabrielle:Letter Agreement • December 22nd, 2023 • PayPal Holdings, Inc. • Services-business services, nec
This letter agreement (“Transition Agreement” or “Agreement”) sets forth the transition benefits for which you are eligible if you timely sign and do not timely revoke, (i) this Transition Agreement within the time frame provided in Section 25 of this Agreement, (ii) a waiver and general release of claims, in the form provided by the Company (the “Release”), on or within forty-five (45) days after the Transition End Date (as defined herein) and (iii) attestation(s), to the extent applicable pursuant to the terms of this Transition Agreement. Please note that the Transition Agreement and the Release each contain a waiver and release of claims against PayPal, Inc., PayPal Holdings, Inc. and their respective subsidiaries and affiliates (collectively, “PayPal” or the “Company”). The “Parties” collectively refers to you and the Company. Your last date of employment as a Senior Vice President with the Company is December 31, 2023 (“Transition Start Date”), subject to Section 6 herein. For ou
AMENDMENT NO. 1 TO THE PURCHASE AND SALE AGREEMENTThe Purchase and Sale Agreement • July 26th, 2018 • PayPal Holdings, Inc. • Services-business services, nec • New York
This AMENDMENT NO. 1 TO THE PURCHASE AND SALE AGREEMENT, made this 12th day of April, 2018 (this “Amendment”), is by and between Synchrony Bank, a federal savings association (“Purchaser”), and PayPal (Europe) S.À R.L. et CIE, S.C.A., a Luxembourg registered credit institution registered with the Luxembourg trade and companies’ register under number R.C.S. Luxembourg B118 349 (“LuxCo” or “Seller”).
FORM OF COLOCATION SERVICES AGREEMENT (Data Center Facility Located at , )Colocation Services Agreement • May 14th, 2015 • PayPal Holdings, Inc. • Services-business services, nec
This Colocation Services Agreement (this “CSA”) is entered into by and between (i) eBay Inc., a Delaware corporation (“Provider” or “eBay”), and (ii) PayPal Holdings, Inc., a Delaware corporation (“Customer” or “PayPal”). Provider and Customer are referred to individually herein as a “Party” and collectively as the “Parties.”
ContractJoinder Agreement Joinder Agreement • May 7th, 2020 • PayPal Holdings, Inc. • Services-business services, nec • New York
that no investment in the Borrower or any of its Subsidiaries shall be a “Strategic Invest- ment”. (b) Exhibit C to the Existing Credit Agreement is hereby amended to delete the stricken text (indicated textually in the same manner as the following...First Amendment • May 7th, 2020 • PayPal Holdings, Inc. • Services-business services, nec
BRAINTREE, INC. RESTRICTED STOCK UNIT AGREEMENT — INCORPORATED TERMS AND CONDITIONSRestricted Stock Unit Agreement • June 2nd, 2015 • PayPal Holdings, Inc. • Services-business services, nec • Delaware
OPERATING AGREEMENT BY AND BETWEEN EBAY INC., EBAY INTERNATIONAL AG, PAYPAL HOLDINGS, INC., PAYPAL, INC., PAYPAL PTE, LTD. AND PAYPAL PAYMENTS PTE. HOLDINGS S.C.S. DATED AS OF JULY 17, 2015Operating Agreement • July 20th, 2015 • PayPal Holdings, Inc. • Services-business services, nec
This OPERATING AGREEMENT, dated as of July 17, 2015 (this “Agreement”), is made and entered into by and between PayPal Holdings, Inc., a Delaware corporation, PayPal, Inc., a Delaware corporation, PayPal Pte Ltd., a company organized under the laws of Singapore, and PayPal Payments Pte Holdings, S.C.S., a company organized under the laws of Luxembourg, on the one hand (collectively, “PayPal”), and eBay Inc., a Delaware corporation, and eBay International AG, a company organized under the laws of Switzerland, on the other hand (collectively, “eBay”). PayPal and eBay are sometimes referred to herein individually as a “Party” and collectively as the “Parties”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.
ContractFirst Amendment • May 7th, 2020 • PayPal Holdings, Inc. • Services-business services, nec
Restricted Stock Unit Award Grant Notice (“Grant Notice”) and Restricted Stock Unit Award Agreement PayPal Holdings, Inc. 2211 North First Street San Jose, California 95131 Company Tax ID: [ • ] %%FIRST_NAME%-% %%LAST_NAME%-% Award Number:...Restricted Stock Unit Award Agreement • May 14th, 2015 • PayPal Holdings, Inc. • Services-business services, nec • Delaware
Effective as of %%OPTION_DATE%-% (the “Grant Date”), PayPal Holdings, Inc., a Delaware corporation, (the “Company”), pursuant to its 2015 Equity Incentive Award Plan, as amended from time to time, (the “Plan”), hereby grants to the individual listed below (“Participant”), a Restricted Stock Unit (“RSU”) with respect to %%TOTAL_SHARES_GRANTED%-% (the “Shares”). This Restricted Stock Unit Award (the “Award”) is subject to all of the terms and conditions set forth in this Grant Notice, the Restricted Stock Unit Award Agreement attached hereto as Exhibit A (the “Agreement”) (including without limitation the restrictions on the Shares set forth in the Agreement), the special provisions for Participant’s country, if any, attached hereto as Exhibit B and the Plan, all of which are incorporated herein by reference. Any capitalized terms used in this Grant Notice without definition shall have the meanings ascribed to such terms in the Plan.
August 22, 2017 Tomer Barel Dear Tomer:PayPal Holdings, Inc. • October 24th, 2017 • Services-business services, nec • Delaware
You play an important role at PayPal, Inc. (referred to herein as “PayPal,” together with PayPal Holdings, Inc. (“PYPL”) and each of their subsidiaries and affiliates, the “Company”) and your continued engagement is important to the Company’s success. In recognition of the important role you play, you will be eligible to receive certain severance protection, as detailed in this letter agreement (this “Agreement”).
ContractJoinder Agreement Joinder Agreement • May 7th, 2020 • PayPal Holdings, Inc. • Services-business services, nec • New York
PAYPAL HOLDINGS, INC. Underwriting AgreementPayPal Holdings, Inc. • May 12th, 2020 • Services-business services, nec • New York
PayPal Holdings, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), $1,000,000,000 aggregate principal amount of its 1.350% Senior Notes due 2023 (the “2023 Notes”), $1,000,000,000 aggregate principal amount of its 1.650% Senior Notes due 2025 (the “2025 Notes”), $1,000,000,000 aggregate principal amount of its 2.300% Senior Notes due 2030 (the “2030 Notes”), and $1,000,000,000 aggregate principal amount of its 3.250% Senior Notes due 2050 (the “2050 Notes” and, together with the 2023 Notes, the 2025 Notes and the 2030 Notes, the “Securities”). The Securities will be issued pursuant to an Indenture dated as of September 26, 2019 (the “Indenture”), between the Company and Wells Fargo Bank, National Association, as trustee (the “Trustee”), as supplemented by an officers’ certificate of the Company issued pursuant to the In
AMENDED AND RESTATED 364-DAY CREDIT AND GUARANTEE AGREEMENT Dated as of November 26, 2018 among PAYPAL HOLDINGS, INC., as the Borrower, The Designated Borrowers from Time to Time Parties Hereto, PAYPAL, INC., as the Subsidiary Guarantor, JPMORGAN...Assignment and Assumption • November 27th, 2018 • PayPal Holdings, Inc. • Services-business services, nec • New York
This AMENDED AND RESTATED 364-DAY CREDIT AND GUARANTEE AGREEMENT (“Agreement”) is entered into as of November 26, 2018, among PAYPAL HOLDINGS, INC., a Delaware corporation (the “Borrower”), the Designated Borrowers from time to time parties hereto, PAYPAL, INC., a Delaware corporation (the “Subsidiary Guarantor”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
