TAX MATTERS AGREEMENT DATED AS OF JULY 17, 2015 BY AND BETWEEN EBAY INC. AND PAYPAL HOLDINGS, INC.

Exhibit 10.3

DATED AS OF JULY 17, 2015

BY AND BETWEEN

AND

PAYPAL HOLDINGS, INC.

TABLE OF CONTENTS


				Page

Section 1.		Definition of Terms			1

Section 2.		Allocation of Tax Liabilities			12

	Section 2.01		General Rule		12

	Section 2.02		Allocation of United States Federal Taxes		12

	Section 2.03		Allocation of State Taxes		13

	Section 2.04		Allocation of Foreign Taxes		13

	Section 2.05		Certain Transaction and Other Taxes		14

Section 3.		Proration of Taxes for Straddle Periods			16

Section 4.		Preparation and Filing of Tax Returns			16

	Section 4.01		General		16

	Section 4.02		Tax Accounting Practices		16

	Section 4.03		Consolidated or Combined Tax Returns		17

	Section 4.04		Right to Review Tax Returns		17

	Section 4.05		SpinCo Carryback Items and Claims for Refund		19

	Section 4.06		Apportionment of Earnings and Profits and Tax Attributes		19

Section 5.		Tax Payments			20

	Section 5.01		Payment of Taxes		20

	Section 5.02		Indemnification Payments		21

Section 6.		Tax Benefits			21

	Section 6.01		Tax Benefits		21

	Section 6.02		eBay and SpinCo Income Tax Deductions in Respect of Certain Equity Awards and Incentive Compensation		23

Section 7.		Tax-Free Status			24

	Section 7.01		Representations		24



	Section 7.02		Restrictions on SpinCo	24

	Section 7.03		Restrictions on eBay	26

	Section 7.04		Procedures Regarding Opinions and Rulings	26

	Section 7.05		Liability for Tax-Related Losses	27

	Section 7.06		Section 336(e) Election	29

Section 8.		Assistance and Cooperation		30

	Section 8.01		Assistance and Cooperation	30

	Section 8.02		Income Tax Return Information	30

	Section 8.03		Reliance by eBay	30

	Section 8.04		Reliance by SpinCo	31

Section 9.		Tax Records		31

	Section 9.01		Retention of Tax Records	31

	Section 9.02		Access to Tax Records	31

Section 10.		Tax Contests		31

	Section 10.01		Notice	31

	Section 10.02		Control of Tax Contests	32

Section 11.		Effective Date; Termination of Prior Intercompany Tax Allocation Agreements		34

Section 12.		Survival of Obligations		34

Section 13.		Treatment of Payments; Tax Gross Up		34

	Section 13.01		Treatment of Tax Indemnity and Tax Benefit Payments	34

	Section 13.02		Tax Gross Up	35

	Section 13.03		Interest	35

Section 14.		Disagreements		35

Section 15.		Late Payments		36

Section 16.		Expenses		36



Section 17.		General Provisions		36

	Section 17.01		Addresses and Notices	36

	Section 17.02		Assignability	37

	Section 17.03		Waiver	37

	Section 17.04		Severability	37

	Section 17.05		Authority	37

	Section 17.06		Further Action	38

	Section 17.07		Integration	38

	Section 17.08		Construction	38

	Section 17.09		No Double Recovery	38

	Section 17.10		Counterparts	38

	Section 17.11		Governing Law	39

	Section 17.12		Jurisdiction	39

	Section 17.13		Amendment	39

	Section 17.14		SpinCo Subsidiaries	39

	Section 17.15		Successors	39

	Section 17.16		Injunctions	39

iii

TAX MATTERS AGREEMENT

This TAX MATTERS AGREEMENT (this “Agreement”) is entered into as of July 17, 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”).

RECITALS

WHEREAS, eBay and SpinCo have entered into a Separation and Distribution Agreement, dated as of June 26, 2015 (the “Separation and Distribution Agreement”), providing for the separation of the eBay Group from the SpinCo Group;

WHEREAS, pursuant to the terms of the Separation and Distribution Agreement, eBay will, among other things, (i) contribute the PayPal Assets to SpinCo and its Subsidiaries, (ii) cause SpinCo and its Subsidiaries to assume the PayPal Liabilities, and (iii) effect the Distribution;

WHEREAS, eBay and its Subsidiaries have engaged in the Internal Contribution and Internal Distribution to facilitate the Distribution;

WHEREAS, for U.S. Federal Income Tax purposes, it is intended that each of the Internal Distribution and the Distribution shall qualify as transactions that are generally tax free pursuant to Sections 355(a) and 368(a)(1)(D) of the Code;

WHEREAS, as of the date hereof, eBay is the common parent of an affiliated group of corporations, including SpinCo and PayPal, which has elected to file consolidated U.S. federal income Tax Returns;

WHEREAS, as a result of the Distribution, SpinCo and its subsidiaries will cease to be members of the affiliated group (as that term is defined in Section 1504 of the Code) of which eBay is the common parent (the “Deconsolidation”);

WHEREAS, the parties desire to provide for and agree upon the allocation between the parties of liabilities for Taxes arising prior to, as a result of, and subsequent to the Distribution, and to provide for and agree upon other matters relating to Taxes;

NOW THEREFORE, in consideration of the mutual agreements contained herein, the parties hereby agree as follows:

Section 1. Definition of Terms. For purposes of this Agreement (including the recitals hereof), the following terms have the following meanings, and capitalized terms used but not otherwise defined herein shall have the meaning ascribed to them in the Separation and Distribution Agreement:

“3P Holdings” means PayPal Payment Holdings Pte. Ltd., a Singapore limited company and a wholly owned subsidiary of eBay AG prior to the Internal Distribution.

“3P Holdings Active Trade or Business” means the active conduct (as defined in Section 355(b)(2) of the Code and the regulations thereunder) by 3P Holdings and its “separate affiliated

group” (as defined in Section 355(b)(3)(B) of the Code) of the PayPal Payments Business and PayPal Credit Business as conducted by Xxxxx 00, Xxxxx 00, Xxxxx 98, and China 311 and the Swedish marketplace business as conducted by AB immediately prior to the Internal Distribution.

“AB” means Tradera Sweden AB, a limited liability company organized under the laws of Sweden.

“Accounting Cutoff Date” means, with respect to SpinCo, any date as of the end of which there is a closing of the financial accounting records for such entity.

“Adjustment Request” means any formal or informal claim or request filed with any Tax Authority, or with any administrative agency or court, for the adjustment, refund, or credit of Taxes, including (a) any amended Tax Return claiming adjustment to the Taxes as reported on the Tax Return or, if applicable, as previously adjusted, (b) any claim for equitable recoupment or other offset, and (c) any claim for refund or credit of Taxes previously paid.

“Affiliate” means any entity that is directly or indirectly “controlled” by either the person in question or an Affiliate of such person. “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether through ownership of voting securities, by contract or otherwise. The term Affiliate shall refer to Affiliates of a person as determined immediately after the Distribution.

“Agreement” shall mean this Tax Matters Agreement.

“Business Day” has the meaning set forth in the Separation and Distribution Agreement.

“CFC” means a controlled foreign corporation as defined in Section 957(a) of the Code.

“CFO Certificate” shall have the meaning set forth in Section 7.02(e) of this Agreement.

“China 93” means eBay Engineering & Research Center (Shanghai) Co. Ltd., a limited liability company organized under the laws of China and a wholly owned subsidiary of eBay AG.

“China 94” means eBay Commerce Technology Operations (Shanghai) Co. Ltd., a limited liability company organized under the laws of China and a wholly owned subsidiary of eBay AG.

“China 98” means eBay Management (Shanghai) Co. Ltd., a limited liability company organized under the laws of China and a wholly owned subsidiary of eBay AG.

“China 311” means Shanghai eBay Network Info. Service Co., Ltd., a limited liability company organized under the laws of China and a subsidiary of eBay AG.

“Code” means the U.S. Internal Revenue Code of 1986, as amended.

“Companies” and “Company” shall have the meaning provided in the first sentence of this Agreement.

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“Compensatory Equity Interests” shall have the meaning set forth in Section 6.02(a) of this Agreement.

“Contribution” means the contribution of assets, including all of the shares of capital stock of PayPal, by eBay to SpinCo pursuant to the Separation and Distribution Agreement.

“Deconsolidation” shall have the meaning provided in the Recitals.

“Deconsolidation Date” means the last date on which SpinCo qualifies as a member of the affiliated group (as defined in Section 1504 of the Code) of which eBay is the common parent.

“DGCL” means the Delaware General Corporation Law.

“Distribution” shall mean the distribution by eBay of all the common stock of SpinCo pro rata to holders of eBay common stock.

“Distribution Date” has the meaning set forth in the Separation and Distribution Agreement.

“Distribution-Related Tax Contest” shall mean any Tax Contest in which the IRS, another Tax Authority or any other party asserts a position that could reasonably be expected to adversely affect the Tax-Free Status of the Contribution and Distribution or the Internal Contribution and the Internal Distribution.

“eBay” shall have the meaning provided in the first sentence of this Agreement.

“eBay Adjustment” means any proposed adjustment by a Tax Authority or claim for refund asserted in a Tax Contest to the extent eBay would be exclusively liable for any resulting Tax under this Agreement or exclusively entitled to receive any resulting Tax Benefit under this Agreement.

“eBay Affiliated Group” shall have the meaning provided in the definition of “eBay Federal Consolidated Income Tax Return.”

“eBay AG” means eBay International AG, a limited liability company organized under the laws of Switzerland and a wholly owned subsidiary of eBay.

“eBay Federal Consolidated Income Tax Return” means any U.S. federal income Tax Return for the affiliated group (as that term is defined in Section 1504 of the Code and the regulations thereunder) of which eBay is the common parent (the “eBay Affiliated Group”).

“eBay Foreign Combined Income Tax Return” means a consolidated, combined or unitary or other similar Foreign Income Tax Return or any Foreign Income Tax Return with respect to any profit and/or loss sharing group (e.g., UK group relief), group payment or similar group or fiscal unity that actually includes, by election or otherwise, one or more members of the eBay Group together with one or more members of the SpinCo Group.

“eBay Group” means eBay and its Affiliates, excluding any entity that is a member of the SpinCo Group.

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“eBay Group Employees” shall have the meaning provided in the Employee Matters Agreement.

“eBay Separate Return” means any Separate Return of eBay or any member of the eBay Group.

“eBay State Combined Income Tax Return” means a consolidated, combined or unitary or other similar State Income Tax Return that actually includes, by election or otherwise, one or more members of the eBay Group together with one or more members of the SpinCo Group.

“eBay Subpart F Income Taxes” has the meaning set forth in Section 2.02(c).

“Employee Matters Agreement” means the Employee Matters Agreement, dated as of July 17, 2015, by and between eBay and SpinCo.

“Escalation Committee” has the meaning set forth in the Separation and Distribution Agreement.

“Federal Income Tax” means any Tax imposed by Subtitle A of the Code, and any interest, penalties, additions to tax, or additional amounts in respect of the foregoing.

“Federal Income Tax Return” means any Tax Return of (i) any member of the SpinCo Group (including any consolidated, combined or unitary return), or (ii) any member of the eBay Group (including any consolidated, combined or unitary return), in each case, with respect to Federal Income Taxes, including any eBay Federal Consolidated Income Tax Return and any SpinCo Federal Consolidated Income Tax Return.

“Federal Other Tax” means any Tax imposed by the federal government of the United States of America other than any Federal Income Taxes, and any interest, penalties, additions to tax, or additional amounts in respect of the foregoing.

“Federal Tax” means any Federal Income Tax or Federal Other Tax.

“Federal Tax Return” means any Tax Return of (i) any member of the SpinCo Group (including any consolidated, combined or unitary return), or (ii) any member of the eBay Group (including any consolidated, combined or unitary return), in each case, with respect to Federal Taxes.

“Fifty-Percent or Greater Interest” shall have the meaning ascribed to such term for purposes of Sections 355(d) and (e) of the Code.

“Filing Date” shall have the meaning set forth in Section 7.05(d) of this Agreement.

“Final Determination” means the final resolution of liability for any Tax, which resolution may be for a specific issue or adjustment or for a Tax Period, (a) by IRS Form 870 or 870-AD (or any successor forms thereto), on the date of acceptance by or on behalf of the taxpayer, or by a comparable form under the laws of a State, local, or foreign taxing jurisdiction, except that a Form 870 or 870-AD or comparable form shall not constitute a Final Determination to the extent that it reserves (whether by its terms or by operation of law) the right of the taxpayer to file a claim for refund or the right of the Tax Authority to assert a further deficiency in respect of such issue or

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adjustment or for such Tax Period (as the case may be); (b) by a decision, judgment, decree, or other order by a court of competent jurisdiction, which has become final and unappealable; (c) by a closing agreement or accepted offer in compromise under Section 7121 or 7122 of the Code, or a comparable agreement under the laws of a State, local, or foreign taxing jurisdiction; (d) by any allowance of a refund or credit in respect of an overpayment of Income Tax or Other Tax, but only after the expiration of all periods during which such refund may be recovered (including by way of offset) by the jurisdiction imposing such Income Tax or Other Tax; or (e) by any other final disposition, including by reason of the expiration of the applicable statute of limitations or by mutual agreement of the parties.

“Foreign Income Tax” means any Tax imposed by any foreign country or any possession of the United States, or by any political subdivision of any foreign country or United States possession, which is an income tax as defined in Treasury Regulations Section 1.901-2, and any interest, penalties, additions to tax, or additional amounts in respect of the foregoing.

“Foreign Other Tax” means any Tax imposed by any foreign country or any possession of the United States, or by any political subdivision of any foreign country or United States possession, other than any Foreign Income Taxes, and any interest, penalties, additions to tax, or additional amounts in respect of the foregoing.

“Foreign Tax” means any Foreign Income Taxes or Foreign Other Taxes.

“Foreign Tax Return” means any Tax Return of (i) any member of the SpinCo Group (including any consolidated, combined or unitary return), or (ii) any member of the eBay Group (including any consolidated, combined or unitary return), in each case, with respect to Foreign Taxes.

“Former eBay Group Employee” shall have the meaning provided in the Employee Matters Agreement.

“Former PayPal Group Employee” shall have the meaning provided in the Employee Matters Agreement.

“Group” means the eBay Group or the SpinCo Group, or both, as the context requires.

“High-Level Dispute” means any dispute or disagreement (a) relating to liability under Section 7.05 of this Agreement or (b) in which the amount of liability in dispute exceeds $25 million.

“Income Tax” means any Federal Income Tax, State Income Tax or Foreign Income Tax.

“Indemnitee” shall have the meaning set forth in Section 13.03 of this Agreement.

“Indemnitor” shall have the meaning set forth in Section 13.03 of this Agreement.

“Internal Contribution” means the contribution of specified assets, including (i) the stock of AB, (ii) approximately $10,080,000 in cash, (iii) the stock of PayPal International Treasury Centre Sarl, (iv) the stock of PayPal Network Information Services (Shanghai) Co., Ltd., and (v) certain assets utilized in various customer service, research and development, and administrative functions performed by certain individuals employed by Xxxxx 00, Xxxxx 00, Xxxxx 98, and China 311 for the PayPal Payments Business in China, by eBay AG to 3P Holdings pursuant to the Separation and Distribution Agreement.

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“Internal Distribution” shall mean the distribution by eBay AG of all the common stock of 3P Holdings to eBay in a transaction intended to qualify as a distribution that is generally tax free pursuant to Sections 355(a) and 368(a)(1)(D) of the Code.

“IRS” means the United States Internal Revenue Service.

“Joint Return” shall mean any Return of a member of the eBay Group or the SpinCo Group that is not a Separate Return.

“Notified Action” shall have the meaning set forth in Section 7.04(a) of this Agreement.

“Other Tax” means any Federal Other Tax, State Other Tax, or Foreign Other Tax.

“Past Practices” shall have the meaning set forth in Section 4.02(a) of this Agreement.

“Payment Date” means (i) with respect to any eBay Federal Consolidated Income Tax Return, the due date for any required installment of estimated taxes determined under Section 6655 of the Code, the due date (determined without regard to extensions) for filing the return determined under Section 6072 of the Code, and the date the return is filed, and (ii) with respect to any other Tax Return, the corresponding dates determined under the applicable Tax Law.

“Payor” shall have the meaning set forth in Section 5.02(a) of this Agreement.

“PayPal” means PayPal, Inc., a Delaware corporation, and a direct wholly owned subsidiary of eBay prior to the Contribution.

“PayPal Credit Business” means PayPal’s domestic consumer and merchant credit business, known as PayPal Credit, which is part of the PayPal Payments Business.

“PayPal Group Employees” shall have the meaning provided in the Employee Matters Agreement.

“PayPal Payments Business” means PayPal’s business of providing a technology platform that enables digital and mobile payments on behalf of consumers and merchants.

“Person” means any individual, partnership, corporation, limited liability company, association, joint stock company, trust, joint venture, unincorporated organization or a governmental entity or any department, agency or political subdivision thereof, without regard to whether any entity is treated as disregarded for U.S. Federal Income Tax purposes.

“Post-Deconsolidation Period” means any Tax Period beginning after the Deconsolidation Date, and, in the case of any Straddle Period, the portion of such Straddle Period beginning the day after the Deconsolidation Date.

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“Pre-Deconsolidation Period” means any Tax Period ending on or before the Deconsolidation Date, and, in the case of any Straddle Period, the portion of such Straddle Period ending on the Deconsolidation Date.

“Prime Rate” has the meaning set forth in the Separation and Distribution Agreement.

“Privilege” means any privilege that may be asserted under applicable law, including, any privilege arising under or relating to the attorney-client relationship (including the attorney-client and work product privileges), the accountant-client privilege and any privilege relating to internal evaluation processes.

“Proposed Acquisition Transaction” means a transaction or series of transactions (or any agreement, understanding or arrangement, within the meaning of Section 355(e) of the Code and Treasury Regulations Section 1.355-7, or any other regulations promulgated thereunder, to enter into a transaction or series of transactions), whether such transaction is supported by SpinCo management or shareholders, is a hostile acquisition, or otherwise, as a result of which SpinCo would merge or consolidate with any other Person or as a result of which any Person or Persons would (directly or indirectly) acquire, or have the right to acquire, from SpinCo and/or one or more holders of outstanding shares of SpinCo Capital Stock, a number of shares of SpinCo Capital Stock that would, when combined with any other changes in ownership of SpinCo Capital Stock pertinent for purposes of Section 355(e) of the Code, comprise 40% or more of (A) the value of all outstanding shares of stock of SpinCo as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series, or (B) the total combined voting power of all outstanding shares of voting stock of SpinCo as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series. Notwithstanding the foregoing, a Proposed Acquisition Transaction shall not include (A) the adoption by SpinCo of a shareholder rights plan or (B) issuances by SpinCo that satisfy Safe Harbor VIII (relating to acquisitions in connection with a person’s performance of services) or Safe Harbor IX (relating to acquisitions by a retirement plan of an employer) of Treasury Regulations Section 1.355-7(d). For purposes of determining whether a transaction constitutes an indirect acquisition, any recapitalization resulting in a shift of voting power or any redemption of shares of stock shall be treated as an indirect acquisition of shares of stock by the non-exchanging shareholders. This definition and the application thereof is intended to monitor compliance with Section 355(e) of the Code and shall be interpreted accordingly. Any clarification of, or change in, the statute or regulations promulgated under Section 355(e) of the Code shall be incorporated into this definition and its interpretation.

“PTI” means any earnings and profits of a foreign corporation that would be excluded from gross income pursuant to Section 959 of the Code.

“Recipient” means, with respect to the transfers occurring pursuant to the Transactions, the Party receiving assets and/or liabilities.

“Representation Letters” means the representation letters and any other materials delivered by, or on behalf of, eBay, SpinCo or others to a Tax Advisor in connection with the issuance by such Tax Advisor of a Tax Opinion.

“Required Party” shall have the meaning set forth in Section 5.02(a) of this Agreement.

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“Reserve” shall mean a financial statement reserve, in accordance with generally accepted accounting principles, pursuant to FASB Interpretation No. 48, excluding, for the avoidance of doubt, any reserve related to Taxes imposed with respect to the Transactions.

“Responsible Company” means, with respect to any Tax Return, the Company having responsibility for preparing and filing such Tax Return under this Agreement.

“Restriction Period” shall mean the period beginning on the date hereof and ending on (and including) the two-year anniversary of the Distribution Date.

“Retention Date” shall have the meaning set forth in Section 9.01 of this Agreement.

“Section 336(e) Election” has the meaning set forth in Section 7.06.

“Section 7.02(e) Acquisition Transaction” means any transaction or series of transactions that is not a Proposed Acquisition Transaction but would be a Proposed Acquisition Transaction if the percentage reflected in the definition of Proposed Acquisition Transaction were 30% instead of 40%.

“Separate Return” means (a) in the case of any Tax Return of any member of the SpinCo Group (including any consolidated, combined or unitary return), any such Tax Return that does not include any member of the eBay Group and (b) in the case of any Tax Return of any member of the eBay Group (including any consolidated, combined or unitary return), any such Tax Return that does not include any member of the SpinCo Group.

“Separation and Distribution Agreement” shall have the meaning set forth in the recitals of this Agreement.

“SpinCo” shall have the meaning provided in the first sentence of this Agreement, and references herein to SpinCo shall include any entity treated as a successor to SpinCo.

“SpinCo Active Trade or Business” means the active conduct (as defined in Section 355(b)(2) of the Code and the regulations thereunder) by SpinCo and its “separate affiliated group” (as defined in Section 355(b)(3)(B) of the Code) of the PayPal Payments Business and PayPal Credit Business as conducted by PayPal, PayPal (Europe) S.a.r.l. et Cie, S.C.A., and PayPal Pte. Ltd. immediately prior to the Distribution.

“SpinCo Capital Stock” means all classes or series of capital stock of SpinCo, including (i) the SpinCo Common Stock, (ii) all options, warrants and other rights to acquire such capital stock and (iii) all instruments properly treated as stock in SpinCo for U.S. federal income tax purposes.

“SpinCo Carryback Item” means any net operating loss, net capital loss, excess tax credit, or other similar Tax item of any member of the SpinCo Group which may or must be carried from one Tax Period to another prior Tax Period under the Code or other applicable Tax Law.

“SpinCo Common Stock” has the meaning ascribed to the term “PayPal Shares” in the Separation and Distribution Agreement.

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“SpinCo Federal Consolidated Income Tax Return” shall mean any U.S. federal income Tax Return for the affiliated group (as that term is defined in Section 1504 of the Code) of which SpinCo is the common parent.

“SpinCo Group” means SpinCo and its Affiliates, as determined immediately after the Distribution.

“SpinCo Retained Other Taxes” means Other Taxes incurred in the ordinary course of business that have been accrued on the financial statements of any member of the SpinCo Group as of the Distribution Date, excluding, for the avoidance of doubt, Other Taxes imposed with respect to the Transactions.

“SpinCo Separate Return” means any Separate Return of SpinCo or any member of the SpinCo Group.

“SpinCo Subpart F Income Taxes” has the meaning set forth in Section 2.02(c).

“State Income Tax” means any Tax imposed by any State of the United States or by any political subdivision of any such State or the District of Columbia, which is imposed on or measured by net income, including state and local franchise or similar Taxes measured by net income, and any interest, penalties, additions to tax, or additional amounts in respect of the foregoing.

“State Other Tax” means any Tax imposed by any State of the United States or by any political subdivision of any such State or the District of Columbia, other than any State Income Taxes, and any interest, penalties, additions to tax, or additional amounts in respect of the foregoing.

“State Tax” means any State Income Taxes or State Other Taxes.

“State Tax Return” means any Tax Return of (i) any member of the SpinCo Group (including any consolidated, combined or unitary return), or (ii) any member of the eBay Group (including any consolidated, combined or unitary return), in each case, with respect to State Taxes.

“Straddle Period” means any Tax Period that begins on or before and ends after the Deconsolidation Date.

“Subpart F Income” means, collectively, (i) “subpart F income,” as defined in Section 952 of the Code and (ii) any investment in “United States property,” as defined in Section 956 of the Code.

“Tax” or “Taxes” means any income, gross income, gross receipts, profits, capital stock, franchise, withholding, property, ad valorem, stamp, excise, severance, occupation, service, sales, use, license, lease, transfer, import, export, value added, alternative minimum, estimated or other similar tax (including any fee, assessment, or other charge in the nature of or in lieu of any tax) imposed by any governmental entity or political subdivision thereof, and any interest, penalties, additions to tax, or additional amounts in respect of the foregoing.

“Tax Advisor” means a United States tax counsel or accountant of recognized national standing.

“Tax Advisor Dispute” shall have the meaning set forth in Section 14 of this Agreement.

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“Tax Allocation Agreement” means the Tax Allocation Agreement, by and among eBay and certain of its Subsidiaries, dated as of January 1, 2003.

“Tax Attribute” or “Attribute” shall mean a net operating loss, net capital loss, unused investment credit, unused foreign tax credit, excess charitable contribution, general business credit or any other Tax Item that could reduce a Tax.

“Tax Authority” means, with respect to any Tax, the governmental entity or political subdivision thereof that imposes such Tax, and the agency (if any) charged with the collection of such Tax for such entity or subdivision.

“Tax Benefit” means any loss, deduction, refund, credit, or other item reducing Taxes otherwise payable (including, for the avoidance of doubt, the receipt of any distribution from a CFC, to the extent such distribution is treated as being made out of PTI).

“Tax Contest” means an audit, review, examination, or any other administrative or judicial proceeding with the purpose or effect of redetermining Taxes (including any administrative or judicial review of any claim for refund).

“Tax-Free Status” means, with respect to each of (i) the Contribution and Distribution, taken together, and (ii) the Internal Contribution and the Internal Distribution, taken together, the qualification thereof (a) as a transaction described in Sections 355 and 368(a)(1)(D) of the Code, (b) as a transaction in which the stock distributed thereby is “qualified property” for purposes of Sections 355(c)(2) and 361(c)(2) of the Code and (c) as a transaction in which eBay, SpinCo and the members of their respective Groups recognize no income or gain for U.S. federal income tax purposes pursuant to Sections 355, 361 and 1032 of the Code, other than (x) income or gain recognized pursuant to Sections 367(a), 367(b) and/or 1248 and the Treasury Regulations promulgated under such provisions with respect to the Internal Contribution and the Internal Distribution or (y) intercompany items or excess loss accounts taken into account pursuant to the Treasury Regulations promulgated pursuant to Section 1502 of the Code.

“Tax Item” means, with respect to any Income Tax, any item of income, gain, loss, deduction, or credit.

“Tax Law” means the law of any governmental entity or political subdivision thereof relating to any Tax.

“Tax Opinion” means each opinion of a Tax Advisor delivered to eBay in connection with and regarding the Federal Income Tax treatment of, (i) the Contribution and the Distribution or (ii) the Internal Contribution and the Internal Distribution.

“Tax Period” means, with respect to any Tax, the period for which the Tax is reported as provided under the Code or other applicable Tax Law.

“Tax Records” means any Tax Returns, Tax Return workpapers, documentation relating to any Tax Contests, and any other books of account or records (whether or not in written, electronic or other tangible or intangible forms and whether or not stored on electronic or any other medium) required to be maintained under the Code or other applicable Tax Laws or under any record retention agreement with any Tax Authority.

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“Tax-Related Losses” means (i) all federal, state, local and foreign Taxes (including interest and penalties thereon) imposed pursuant to any settlement, Final Determination, judgment or otherwise; (ii) all reasonable accounting, legal and other professional fees, and court costs incurred in connection with such Taxes; and (iii) all reasonable costs and expenses and any damages associated with stockholder litigation or controversies and any amount required to be paid by eBay (or any eBay Affiliate) or SpinCo (or any SpinCo Affiliate) in respect of the liability of shareholders, whether paid to shareholders or to the IRS or any other Tax Authority, in each case, resulting from the failure of the Contribution and the Distribution or the Internal Contribution and the Internal Distribution to have Tax-Free Status; provided, that amounts shall be treated as having been required to be paid for purposes of clause (iii) of this definition to the extent they are paid in a good faith compromise of an asserted claim.

“Tax Return” or “Return” means any report of Taxes due, any claim for refund of Taxes paid, any information return with respect to Taxes, or any other similar report, statement, declaration, or document filed or required to be filed under the Code or other Tax Law, including any attachments, exhibits, or other materials submitted with any of the foregoing, and including any amendments or supplements to any of the foregoing.

“Transaction Taxes” has the meaning set forth in Section 2.05(a).

“Transactions” means the Contribution, the Distribution and the other transactions contemplated by the Separation and Distribution Agreement (including the Internal Contribution and the Internal Distribution).

“Transferor” means, with respect to the transfers occurring pursuant to the Transactions, the Party transferring assets and/or liabilities.

“Treasury Regulations” means the regulations promulgated from time to time under the Code as in effect for the relevant Tax Period.

“Unqualified Tax Opinion” means an unqualified opinion of a Tax Advisor on which eBay may rely to the effect that (i) a transaction will not affect the Tax-Free Status of the Contribution and the Distribution or the Internal Contribution and the Internal Distribution, and (ii) will not adversely affect any of the conclusions set forth in any Tax Opinion regarding the Tax-Free Status of the Contribution and the Distribution or the Internal Contribution and the Internal Distribution; provided, that any tax opinion obtained in connection with a proposed acquisition of SpinCo Capital Stock entered into during the Restriction Period shall not qualify as an Unqualified Tax Opinion unless such tax opinion concludes that such proposed acquisition will not be treated as “part of a plan (or series of related transactions),” within the meaning of Section 355(e) of the Code and the Treasury Regulations promulgated thereunder, that includes the Distribution or the Internal Distribution. Any such opinion must assume that the Contribution and Distribution and the Internal Contribution and the Internal Distribution would have qualified for Tax-Free Status if the transaction in question did not occur.

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Section 2. Allocation of Tax Liabilities.

Section 2.01 General Rule.

(a) eBay Liability. eBay shall be liable for, and shall indemnify and hold harmless the SpinCo Group from and against any liability for, Taxes which are allocated to eBay under this Section 2.

(b) SpinCo Liability. SpinCo shall be liable for, and shall indemnify and hold harmless the eBay Group from and against any liability for, Taxes which are allocated to SpinCo under this Section 2.

Section 2.02 Allocation of United States Federal Taxes. Except as otherwise provided in Section 2.05(b) or (c), Federal Taxes shall be allocated as follows:

(a) Allocation of Tax Relating to Federal Tax Returns. eBay shall be responsible for any and all Federal Taxes due with respect to or required to be reported on any Federal Tax Return required to be filed by a member of the eBay Group with respect to any Tax Period (or portion thereof) ending on or prior to the Distribution Date (including any eBay Federal Consolidated Income Tax Return) (including any increase in such Tax as a result of a Final Determination); provided, however that SpinCo shall be responsible for any such Tax (including any increase in such Tax as a result of a Final Determination) to the extent such Tax is imposed with respect to any matter for which any member of the SpinCo Group reflected a Reserve in its financial statements on the Distribution Date; provided, further, that SpinCo shall be responsible for any Federal Other Taxes that are SpinCo Retained Other Taxes (including any increase in such Tax as a result of a Final Determination). For the avoidance of doubt, the amount of any such Reserve (or, in the case of SpinCo Retained Other Taxes, the amount of any such accrual) shall not be treated as a minimum amount of, or a limitation on, SpinCo’s responsibility pursuant to Sections 2.02(a), 2.03(a), or 2.04(a).

(b) Certain Post-Distribution Matters. Subject to SpinCo’s compliance with Section 4.02(c), eBay shall be responsible for any and all Federal Income Taxes imposed on the SpinCo Group with respect to any Tax Period (or portion thereof) ending on or prior to December 31, 2016 arising solely from the purchase of certain credit receivables prior to the Distribution Date or the SpinCo Group continuing to purchase or own such credit receivables until the date that is one day before the one-year anniversary of the Distribution Date. eBay shall not be responsible for any Taxes imposed on the SpinCo Group arising from the purchase, ownership or disposition of credit receivables on or after the one-year anniversary of the Distribution Date.

(c) Allocation of Certain Subpart F Income Taxes. Except to the extent otherwise provided in Section 2.02(b), and notwithstanding anything to the contrary in the Tax Allocation Agreement, Federal Income Taxes due with respect to any Subpart F Income required to be included in income by the SpinCo Group under Section 951(a)(1) of the Code with respect to any Straddle Period of any CFC that is a member of the SpinCo Group and was transferred to SpinCo pursuant to the Contribution shall be allocated as follows: (i) eBay shall be responsible for any such Taxes imposed with respect to Subpart F Income allocable to the portion of such Straddle Period that is a Pre-Deconsolidation Period (including any increase in such Tax as a result of a Final Determination) (“eBay Subpart F Income Taxes”), and (ii) SpinCo shall be responsible

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for any such Taxes imposed with respect to Subpart F Income allocable to the portion of such Straddle Period that is a Post-Deconsolidation Period (including any increase in such Tax as a result of a Final Determination) (“SpinCo Subpart F Income Taxes”). For this purpose, Subpart F Income shall be allocated between the Pre-Deconsolidation Period and the Post-Deconsolidation Period based on a hypothetical “closing of the books” at the end of the Distribution Date.

Section 2.03 Allocation of State Taxes. Except as otherwise provided in Section 2.05(b) or (c), State Taxes shall be allocated as follows:

(a) Allocation of Tax Relating to State Tax Returns. eBay shall be responsible for any and all State Taxes due with respect to or required to be reported on any State Tax Return with respect to any Tax Period (or portion thereof) ending on or prior to the Distribution Date (including any increase in such Tax as a result of a Final Determination) and, for the avoidance of doubt, eBay shall be responsible for any and all State Other Taxes imposed with respect to the Transactions except to the extent SpinCo is otherwise liable for such State Other Taxes pursuant to Section 7.05; provided, however that SpinCo shall be responsible for any such Tax (including any increase in such Tax as a result of a Final Determination) to the extent such Tax is imposed with respect to any matter for which any member of the SpinCo Group reflected a Reserve in its financial statements on the Distribution Date; provided, further, that SpinCo shall be responsible for any State Other Taxes that are SpinCo Retained Other Taxes (including any increase in such Tax as a result of a Final Determination).

(b) Certain Post-Distribution Matters. Subject to SpinCo’s compliance with Section 4.02(c), eBay shall be responsible for any and all State Income Taxes imposed on the SpinCo Group with respect to any Tax Period (or portion thereof) ending on or prior to December 31, 2016 arising solely from the purchase of certain credit receivables prior to the Distribution Date or the SpinCo Group continuing to purchase or own such credit receivables until the date that is one day before the one-year anniversary of the Distribution Date. eBay shall not be responsible for any Taxes imposed on the SpinCo Group arising from the purchase, ownership or disposition of credit receivables on or after the one-year anniversary of the Distribution Date.

Section 2.04 Allocation of Foreign Taxes. Except as otherwise provided in Section 2.05(b) or (c), Foreign Taxes shall be allocated as follows:

(a) Allocation of Tax Relating to Foreign Tax Returns. eBay shall be responsible for any and all Foreign Taxes due with respect to or required to be reported on any Foreign Tax Return with respect to any Tax Period (or portion thereof) ending on or prior to the Distribution Date (including any increase in such Tax as a result of a Final Determination) and, for the avoidance of doubt, eBay shall be responsible for any and all Foreign Other Taxes imposed with respect to the Transactions except to the extent SpinCo is otherwise liable for such Foreign Other Taxes pursuant to Section 7.05; provided, however that SpinCo shall be responsible for any such Tax (including any increase in such Tax as a result of a Final Determination) to the extent such Tax is imposed with respect to any matter for which any member of the SpinCo Group reflected a Reserve in its financial statements on the Distribution Date; provided, further, that SpinCo shall be responsible for any Foreign Other Taxes that are SpinCo Retained Other Taxes (including any increase in such Tax as a result of a Final Determination).

(b) Certain Post-Distribution Matters. Subject to SpinCo’s compliance with Section 4.02(c), eBay shall be responsible for any and all Foreign Income Taxes imposed on the SpinCo Group with respect to any Tax Period (or portion thereof) ending on or prior to December 31, 2016 arising solely from the purchase of certain credit receivables prior to the Distribution Date or the SpinCo Group continuing to purchase or own such credit receivables until the date that is one day before the one-year anniversary of the Distribution Date. eBay shall not be responsible for any Taxes imposed on the SpinCo Group arising from the purchase, ownership or disposition of credit receivables on or after the one-year anniversary of the Distribution Date.

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Section 2.05 Certain Transaction and Other Taxes.

(a) Transaction Taxes.

(i) All charges for goods or services in respect of the transfers occurring pursuant to the Transactions, and related transaction costs, shall be exclusive of any value added, goods and services, sales, use, consumption, excise, service, transfer, stamp, documentary, filing, recordation taxes or similar taxes (“Transaction Taxes”). Without limiting any provision of this Agreement, the Recipient shall be responsible for all Transaction Taxes imposed on or assessed with respect to the provision of goods or services by the Transferor. The Transferor shall issue proper invoices usable by the Recipient to recover (by way of credit or refund) Transaction Taxes in jurisdictions where they are recoverable. The Transferor and the Recipient shall cooperate to minimize any Transaction Taxes and in obtaining any refund, return, or rebate, or applying an exemption or zero-rating for goods or services giving rise to any Transaction Taxes, including by filing any exemption or other similar forms or providing valid tax identification numbers or other relevant registration numbers, certificates, or other documents. The Recipient and the Transferor shall cooperate regarding any requests for information, audits, or similar requests by any Tax Authority concerning Transaction Taxes payable with respect to the transfers occurring pursuant to the Transactions. If, within twelve (12) months following the date any Transaction Taxes are paid pursuant to this Section 2.05(a)(i) by SpinCo or a member of the SpinCo Group to any Taxing Authority, eBay or a member of the eBay Group in respect of the transfers occurring pursuant to the Transactions, the SpinCo Group is unable, using commercially reasonable efforts, to fully recover (by way of credit or refund) any such Transaction Taxes, SpinCo may seek reimbursement of such unrecoverable Transaction Taxes from eBay. SpinCo’s request for reimbursement of such nonrecoverable Transaction Taxes from eBay shall include documentation of the nonrecoverable Transaction Taxes and substantiation that a refund or credit is not permitted. eBay shall pay any amounts under this Section 2.05(a)(i) to SpinCo within ninety (90) days following the receipt of a substantiated request for reimbursement from SpinCo. To the extent that, after receiving reimbursement of any such nonrecoverable Transaction Taxes from eBay pursuant to this Section 2.05(a)(i), a member of the SpinCo Group recovers (by way of credit or refund) all or a portion of such Transaction Taxes, SpinCo shall repay such recovered Transaction Taxes to eBay.

(ii) The Recipient shall be entitled to deduct and withhold Tax required by applicable law to be withheld on payments made to the Transferor pursuant to the Transactions. To the extent any amounts are so withheld, the Recipient shall timely remit such deducted and withheld amounts to the relevant Tax Authority and promptly provide the

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Transferor with evidence of such payment. The Transferor agrees to complete and provide to the Recipient or, if required, to the relevant Tax Authority, at least ten (10) days prior to the payment due date, such forms, certifications, or other documents as may be reasonably requested by the Recipient, in order to reduce or exempt the withholding of any Tax with respect to payments made to the Transferor when and where applicable by Law. The Recipient and the Transferor shall cooperate regarding any requests for information, audits, or similar requests by any Tax Authority concerning the withholding of any Tax payable with respect to the Transactions. If, within twelve (12) months following the date any Taxes are withheld by eBay or a member of the eBay Group in respect of payments or other transfers to SpinCo or a member of the SpinCo Group occurring pursuant to the Transactions, the SpinCo Group is not able to apply or credit any such withheld Taxes against Taxes otherwise payable by the SpinCo Group, SpinCo may seek reimbursement of the amount of such withheld Taxes that cannot be so applied or credited from eBay. SpinCo’s request for such reimbursement of such withheld Taxes from eBay shall include documentation of the Taxes withheld and substantiation that a credit or other relief is not permitted. eBay shall pay any amounts under this Section 2.05(a)(ii) to SpinCo within ninety (90) days following the receipt of a substantiated request for reimbursement from SpinCo. To the extent that, after receiving reimbursement of any such withheld Taxes from eBay pursuant to this Section 2.05(a)(ii), the SpinCo Group obtains a credit or other relief with respect to all or a portion of such withheld Taxes, SpinCo shall repay such credited Taxes (or, to the extent any such other relief is obtained, an amount equal to the corresponding reduction in Taxes otherwise payable by the SpinCo Group) to eBay.

(iii) Any penalties or interest imposed on any Transaction Taxes described in Section 2.05(a)(i) or Tax described in Section 2.05(a)(ii) shall be the responsibility of the Recipient unless such penalties or interest are the result of an action or failure to act by the Transferor. The amounts for which the Recipient or Transferor is liable pursuant to this Section 2.05(a) shall include all reasonable accounting, legal and other professional fees, and court costs incurred in connection with the relevant Taxes.

(b) SpinCo Liability. SpinCo shall be liable for, and shall indemnify and hold harmless the eBay Group from and against any liability for:

(i) any Tax resulting from a breach by SpinCo of any representation or covenant in this Agreement, the Separation and Distribution Agreement or any Ancillary Agreement; and

(ii) any Tax-Related Losses for which SpinCo is responsible pursuant to Section 7.05 of this Agreement.

The amounts for which SpinCo is liable pursuant to Section 2.05(b)(i) shall include all accounting, legal and other professional fees, and court costs incurred in connection with the relevant Taxes.

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(c) eBay Liability. eBay shall be liable for, and shall indemnify and hold harmless the SpinCo Group from and against any liability for:

(i) any Tax resulting from a breach by eBay of any representation or covenant in this Agreement, the Separation and Distribution Agreement or any Ancillary Agreement; and

(ii) any Tax-Related Losses for which eBay is responsible pursuant to Section 7.05 of this Agreement.

The amounts for which eBay is liable pursuant to Section 2.05(c)(i) shall include all accounting, legal and other professional fees, and court costs incurred in connection with the relevant Taxes.

Section 3. Proration of Taxes for Straddle Periods.

(a) General Method of Proration. In the case of any Straddle Period, Tax Items shall be apportioned between Pre-Deconsolidation Periods and Post-Deconsolidation Periods in accordance with the principles of Treasury Regulations Section 1.1502-76(b) as reasonably interpreted and applied by the Companies. With respect to the eBay Federal Consolidated Income Tax Return for the taxable year that includes the Distribution, no election shall be made under Treasury Regulation Section 1.1502-76(b)(2)(ii). If the Deconsolidation Date is not an Accounting Cutoff Date, the provisions of Treasury Regulation Section 1.1502-76(b)(2)(iii) will be applied to ratably allocate the items (other than extraordinary items) for the month which includes the Deconsolidation Date.

(b) Transactions Treated as Extraordinary Item. In determining the apportionment of Tax Items between Pre-Deconsolidation Periods and Post-Deconsolidation Periods, any Tax Items relating to the Transactions shall be treated as extraordinary items described in Treasury Regulation Section 1.1502-76(b)(2)(ii)(C) and shall (to the extent occurring on or prior to the Deconsolidation Date) be allocated to Pre-Deconsolidation Periods, and any Taxes related to such items shall be treated under Treasury Regulations Section 1.1502-76(b)(2)(iv) as relating to such extraordinary item and shall (to the extent occurring on or prior to the Deconsolidation Date) be allocated to Pre-Deconsolidation Periods.

Section 4. Preparation and Filing of Tax Returns.

Section 4.01 General. Except as otherwise provided in this Section 4, Tax Returns shall be prepared and filed when due (taking into account extensions) by the Person obligated to file such Tax Returns under the Code or applicable Tax Law. The Companies shall provide, and shall cause their Affiliates to provide, assistance and cooperation to one another in accordance with Section 8 with respect to the preparation and filing of Tax Returns, including by providing information required to be provided pursuant to Section 8.

Section 4.02 Tax Accounting Practices.

(a) General Rule. Except as otherwise provided in Section 4.02(b) and (c), with respect to any Tax Return that SpinCo has the obligation and right to prepare and file, or cause to be prepared and filed, for any Straddle Period (or any Tax Period beginning after the Deconsolidation Date to the extent items reported on such Tax Return could reasonably be expected to affect items reported on any Tax Return that eBay has the obligation or right to prepare and file for any Pre-Deconsolidation Period or any Straddle Period), such Tax Return shall be prepared in

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accordance with past practices, accounting methods, elections or conventions (“Past Practices”) used with respect to the Tax Returns in question except to the extent otherwise required by applicable law. Except as otherwise provided in Section 4.02(b), eBay shall prepare any Tax Return which it has the obligation and right to prepare and file, or cause to be prepared and filed, under Section 4.01, in accordance with reasonable Tax accounting practices selected by eBay.

(b) Reporting of Transactions. Except to the extent otherwise required by applicable law or as a result of a Final Determination, (A) neither eBay nor SpinCo shall, and shall not permit or cause any member of its respective Group to, take any position that is either inconsistent with the treatment of each of (i) the Contribution and Distribution, taken together, or (ii) the Internal Contribution and the Internal Distribution, taken together, in each case, as having Tax-Free Status (or analogous status under state or local law) and, (B) SpinCo shall not, and shall not permit or cause any member of the SpinCo Group to, take any position with respect to an item of income, deduction, gain, loss, or credit on a Tax Return, or otherwise treat such item in a manner which is inconsistent with the manner such item is reported on a Tax Return required to be prepared or filed by eBay pursuant to Section 4.01 hereof (including, without limitation, the claiming of a deduction previously claimed on any such Tax Return).

(c) Reporting of Credit Receivables Purchases. Except to the extent otherwise required by (i) a change in applicable law on or before the one-year anniversary of the Distribution Date, (ii) applicable law after the one-year anniversary of the Distribution Date, or (iii) as a result of a Final Determination, neither SpinCo nor eBay shall, and neither shall permit or cause any member of its respective Group to, take any position with respect to the purchase, ownership, or disposition of credit receivables that is inconsistent with the Past Practices of eBay and its subsidiaries with respect to the Tax reporting thereof referred to in Sections 2.02(b), 2.03(b), and 2.04(b). In the event SpinCo determines that it is required to take such an inconsistent position, it shall promptly notify eBay in writing, and the parties shall cooperate to minimize the amount of Taxes for which eBay may be liable pursuant to Sections 2.02(b), 2.03(b), and 2.04(b).

Section 4.03 Consolidated or Combined Tax Returns. SpinCo will elect and join, and will cause its respective Affiliates to elect and join, in filing any eBay State Combined Income Tax Returns, eBay Foreign Combined Income Tax Returns and any other Joint Returns that eBay reasonably determines are required to be filed (or that eBay chooses to file) by the Companies or any of their Affiliates for Tax Periods ending on, before or after the Deconsolidation Date. With respect to any SpinCo Separate Returns relating to any Tax Period (or portion thereof) ending on or prior to the Distribution Date, SpinCo will elect and join, and will cause its respective Affiliates to elect and join, in filing consolidated, unitary, combined, or other similar joint Tax Returns, to the extent each entity is eligible to join in such Tax Returns, if eBay reasonably determines that the filing of such Tax Returns is consistent with past reporting practices, or, in the absence of applicable past practices, will result in the minimization of the net present value of the aggregate Tax to the entities eligible to join in such Tax Returns.

Section 4.04 Right to Review Tax Returns.

(a) General. The Responsible Company with respect to any material Tax Return shall make such Tax Return (or the relevant portions thereof), related workpapers and other supporting documents available for review by the other Company, to the extent (i) such Tax Return

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relates to Taxes for which such other Company is or would reasonably be expected to be liable, (ii) such other Company is or would reasonably be expected to be liable in whole or in part for any additional Taxes owing as a result of adjustments to the amount of Taxes reported on such Tax Return, (iii) such Tax Return relates to Taxes for which the other party would reasonably be expected to have a claim for Tax Benefits under this Agreement, or (iv) reasonably necessary for the other party to confirm compliance with the terms of this Agreement. The Responsible Company shall use reasonable efforts to make such Tax Return, workpapers and other supporting documents available for review as required under this paragraph promptly once such Tax Return is materially complete, but in any event no later than three (3) weeks in advance of the due date for filing of such Tax Return, such that the other party has a meaningful opportunity to review and comment on such Tax Return, and shall use reasonable efforts to have such Tax Return modified before filing, taking into account the person responsible for payment of the Tax (if any) reported on such Tax Return. The Companies shall attempt in good faith to resolve any disagreement arising out of the review of such Tax Return and, failing such resolution, any disagreement shall be resolved in accordance with the disagreement resolution provisions of Section 14 as promptly as practicable.

(b) Execution of Returns Prepared by Other Party. In the case of any Tax Return which is required to be prepared and filed by one Company under this Agreement and which is required by law to be signed by the other Company (or by its authorized representative), the Company which is legally required to sign such Tax Return shall not be required to sign such Tax Return under this Agreement unless there is at least a greater than 50% likelihood of prevailing on the merits for the Tax treatment of each material item reported on the Tax Return.

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Section 4.05 SpinCo Carryback Items and Claims for Refund. SpinCo hereby agrees that, unless eBay consents in writing (which consent shall not be unreasonably withheld), (i) no Adjustment Request with respect to any Tax Return with respect to which eBay is the Responsible Company (including any Joint Return) or any other Tax Return reflecting Taxes for which eBay is responsible under Section 2 shall be filed, and (ii) any available elections to waive the right to claim in any Pre-Deconsolidation Period with respect to any Tax Return with respect to which eBay is the Responsible Company (including any Joint Return) or any Tax Return reflecting both Taxes for which eBay is responsible under Section 2 and Taxes for which SpinCo is responsible under Section 2 any SpinCo Carryback Item arising in a Post-Deconsolidation Period shall be made, and no affirmative election shall be made to claim any such SpinCo Carryback Item; provided, however, that the parties agree that any such Adjustment Request shall be made with respect to any SpinCo Carryback Item related to U.S. federal or State Income Taxes, upon the reasonable request of SpinCo, if such SpinCo Carryback Item is necessary to prevent the loss of the federal and/or State Income Tax Benefit of such SpinCo Carryback Item (including, but not limited to, an Adjustment Request with respect to a SpinCo Carryback Item of a federal or State capital loss arising in a Post-Deconsolidation Period to a Pre-Deconsolidation Period) and such Adjustment Request, based on eBay’s sole, reasonable determination, will cause no Tax detriment to eBay, the eBay Group or any member of the eBay Group. Any Adjustment Request which eBay consents to make under this Section 4.05 shall be prepared and filed by the Responsible Company for the Tax Return to be adjusted; provided, however, that, prior to the filing of any such Adjustment Request, the other Party shall have the right to review such Adjustment Request together with any related workpapers and other supporting documentation.

Section 4.06 Apportionment of Earnings and Profits and Tax Attributes.

(a) If the eBay Affiliated Group has a Tax Attribute, the portion, if any, of such Tax Attribute apportioned to SpinCo or the members of the SpinCo Group and treated as a carryover to the first Post-Deconsolidation Period of SpinCo (or such member) shall be determined by eBay in accordance with Treasury Regulations Sections 1.1502-21, 1.1502-21T, 1.1502-22, 1.1502-79 and, if applicable, 1.1502-79A.

(b) No Tax Attribute with respect to consolidated Federal Income Tax of the eBay Affiliated Group, other than those described in Section 4.06(a), and no Tax Attribute with respect to consolidated, combined or unitary state, local, or foreign Income Tax, in each case, arising in respect of a Joint Return shall be apportioned to SpinCo or any member of the SpinCo Group, except as eBay (or such member of the eBay Group as eBay shall designate) determines is otherwise required under applicable law. SpinCo and eBay agree that the California R&D credit shall not be considered a Tax Attribute to which this Section 4.06 applies.

(c) eBay (or its designee) shall determine the portion, if any, of any Tax Attribute which must (absent a Final Determination to the contrary) be apportioned to SpinCo or any member of the SpinCo Group in accordance with this Section 4.06 and applicable law and the amount of tax basis, earnings and profits (including, for the avoidance of doubt, PTI), and “tax pools” to be apportioned to SpinCo or any member of the SpinCo Group in accordance with this Section 4.06 and applicable law, and shall provide written supporting documentation of the calculation thereof to SpinCo as soon as reasonably practicable after the information necessary to make such calculation becomes available to eBay. For the absence of doubt, eBay shall not be liable to SpinCo or any member of the SpinCo Group for any failure of any determination

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under this Section 4.06 to be accurate under applicable law. The parties intend that, to the extent such PTI is subject to allocation under Treasury Regulations Section 1.312-10 and related rules and to the extent permitted by applicable law, any PTI attributable to income inclusions with respect to which eBay is responsible for Federal Income Taxes pursuant to Section 2.02(b) or (c) shall be allocated to eBay or a member of the eBay Group.

(d) The written documentation delivered by eBay pursuant to Section 4.06(c) shall be binding on SpinCo and each member of the SpinCo Group and shall not be subject to dispute resolution. Except to the extent otherwise required by applicable law or pursuant to a Final Determination, SpinCo shall not take any position (whether on a Tax Return or otherwise) that is inconsistent with the information contained in such written documentation.

Section 5. Tax Payments.

Section 5.01 Payment of Taxes. In the case of any Tax Return reflecting both Taxes for which eBay is responsible under Section 2 and Taxes for which SpinCo is responsible under Section 2:

(a) Computation and Payment of Tax Due. With respect to any such Tax Return, the Responsible Company shall pay any Tax required to be paid to the applicable Tax Authority on or before the relevant Payment Date (and provide notice and proof of payment to the other Company).

(b) Computation and Payment of Liability with Respect to Tax Due. Within 90 days following the earlier of (i) the due date (taking into account extensions) for filing any such Tax Return (excluding any Tax Return with respect to payment of estimated Taxes or Taxes due with a request for extension of time to file) or (ii) the date on which such Tax Return is filed, if eBay is the Responsible Company, then SpinCo shall pay to eBay the amount, if any, allocable to the SpinCo Group under the provisions of Section 2, and if SpinCo is the Responsible Company, then eBay shall pay to SpinCo the amount allocable to the eBay Group under the provisions of Section 2, in each case, plus interest computed at the Prime Rate on the amount of the payment based on the number of days from the earlier of (i) the due date of the Tax Return (including extensions) or (ii) the date on which such Tax Return is filed, to the date of payment.

(c) Adjustments Resulting in Underpayments. In the case of any adjustment pursuant to a Final Determination with respect to any such Tax Return, the Responsible Company shall pay to the applicable Tax Authority when due any additional Tax due with respect to such Return required to be paid as a result of such adjustment pursuant to a Final Determination. The Responsible Company shall compute the amount attributable to the SpinCo Group in accordance with Section 2 and SpinCo shall pay to eBay any amount due eBay (or eBay shall pay SpinCo any amount due SpinCo) under Section 2 within 90 days from the later of (i) the date the additional Tax was paid by the Responsible Company or (ii) the date of receipt of a written notice and demand from the Responsible Company for payment of the amount due, accompanied by evidence of payment and a statement detailing the Taxes paid and describing in reasonable detail the particulars relating thereto. Any payments required under this Section 5.02(c) shall include interest computed at the Prime Rate based on the number of days from the date the additional Tax was paid by the Responsible Company to the date of the payment under this Section 5.01(c).

(d) Notwithstanding anything to the contrary herein, if the amount to be paid pursuant to Section 5.01(b) or (c) (in each case, excluding interest) is in excess of $25 million, then, no later than the later of (i) five Business Days after the date of receipt of a written notice and demand from the Responsible Company for payment of the amount due, sent by Federal Express or the equivalent with tracking receipt, accompanied by a statement detailing the Taxes required to be paid and (ii) three Business Days prior to the due date for the payment of such Tax, SpinCo shall pay to eBay any amount due eBay (or eBay shall pay SpinCo any amount due SpinCo) under Section 2.

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Section 5.02 Indemnification Payments.

(a) If any Company (the “Payor”) is required under applicable Tax Law to pay to a Tax Authority a Tax that another Company (the “Required Party”) is liable for under this Agreement, the Required Party shall reimburse the Payor within 90 days of delivery by the Payor to the Required Party of an invoice for the amount due, accompanied by evidence of payment and a statement detailing the Taxes paid and describing in reasonable detail the particulars relating thereto. The reimbursement shall include interest on the Tax payment computed at the Prime Rate based on the number of days from the date of the payment to the Tax Authority to the date of reimbursement under this Section 5.02. Notwithstanding anything to the contrary herein, if the amount to be paid pursuant to this Section 5.02 excluding interest is in excess of $25 million, then, no later than the later of (i) five Business Days after delivery by the Payor to the Required Party of an invoice for the amount due, sent by Federal Express or the equivalent with tracking receipt, accompanied by a statement detailing the Taxes required to be paid and describing in reasonable detail the particulars relating thereto, and (ii) three Business Days prior to the due date for the payment of such Tax, the Required Party shall pay the Payor.

(b) All indemnification payments under this Agreement shall be made by eBay directly to SpinCo and by SpinCo directly to eBay; provided, however, that if the Companies mutually agree with respect to any such indemnification payment, any member of the eBay Group, on the one hand, may make such indemnification payment to any member of the SpinCo Group, on the other hand, and vice versa.

Section 6. Tax Benefits.

Section 6.01 Tax Benefits.

(a) Except as set forth below, eBay shall be entitled to any refund (and any interest thereon received from the applicable Tax Authority) of Income Taxes and Other Taxes for which eBay is liable hereunder, SpinCo shall be entitled to any refund (and any interest thereon received from the applicable Tax Authority) of Income Taxes and Other Taxes for which SpinCo is liable hereunder and a Company receiving a refund to which another Company is entitled hereunder in whole or in part shall pay over such refund (or portion thereof) to such other Company within 90 days after such refund is received (together with interest computed at the Prime Rate based on the number of days from the date the refund was received to the date the refund was paid over).

(b) If (i) a member of the SpinCo Group actually realizes in cash any Tax Benefit as a result of (A) an adjustment pursuant to a Final Determination or reporting required by Section 4.02(b)

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or (c) that increases Taxes for which a member of the eBay Group is liable hereunder (or reduces any Tax Attribute of a member of the eBay Group), or (B) any income inclusion by the SpinCo Group with respect to which eBay is responsible for Federal Income Taxes pursuant to Section 2.02(b) or (c), and, in each case, such Tax Benefit would not have arisen but for such adjustment, reporting or income inclusion (determined on a “with and without” basis), or (ii) if a member of the eBay Group actually realizes in cash any Tax Benefit as a result of an adjustment pursuant to a Final Determination or reporting required by Section 4.02(b) or (c) that increases Taxes for which a member of the SpinCo Group is liable hereunder (or reduces any Tax Attribute of a member of the SpinCo Group) and such Tax Benefit would not have arisen but for such adjustment or reporting (determined on a “with and without” basis), SpinCo or eBay, as the case may be, shall make a payment to either eBay or SpinCo, as appropriate, within 90 days following such actual realization of the Tax Benefit, in an amount equal to such Tax Benefit actually realized in cash (including any Tax Benefit actually realized as a result of the payment), plus interest on such amount computed at the Prime Rate based on the number of days from the date of such actual realization of the Tax Benefit to the date of payment of such amount under this Section 6.01(b).

(c) No later than 90 days after a Tax Benefit described in Section 6.01(b) is actually realized in cash by a member of the eBay Group or a member of the SpinCo Group, eBay (if a member of the eBay Group actually realizes such Tax Benefit) or SpinCo (if a member of the SpinCo Group actually realizes such Tax Benefit) shall provide the other Company with a written calculation of the amount payable to such other Company by eBay or SpinCo pursuant to this Section 6. In the event that eBay or SpinCo disagrees with any such calculation described in this Section 6.01(c), eBay or SpinCo shall so notify the other Company in writing within 90 days of receiving the written calculation set forth above in this Section 6.01(c). eBay and SpinCo shall endeavor in good faith to resolve such disagreement, and, failing that, the amount payable under this Section 6 shall be determined in accordance with the disagreement resolution provisions of Section 14 as promptly as practicable.

(d) SpinCo shall be entitled to any refund that is attributable to, and would not have arisen but for, a SpinCo Carryback Item pursuant to the proviso set forth in Section 4.05; provided, however, SpinCo shall indemnify and hold the members of the eBay Group harmless from and against any and all collateral Tax consequences resulting from or caused by any such Carryback, including (but not limited to) the loss or postponement of any benefit from the use of Tax Attributes generated by a member of the eBay Group or an Affiliate thereof if (x) such Tax Attributes expire unutilized, but would have been utilized but for such Carryback, or (y) the use of such Tax Attributes is postponed to a later Tax Period than the Tax Period in which such Tax Attributes would have been utilized but for such Carryback. Any such payment of such refund made by eBay to SpinCo pursuant to this Section 6.01(d) shall be recalculated in light of any Final Determination (or any other facts that may arise or come to light after such payment is made, such as a carryback of an eBay Group Tax Attribute to a Tax Period in respect of which such refund is received) that would affect the amount to which SpinCo is entitled, and an appropriate adjusting payment shall be made by SpinCo to eBay such that the aggregate amount paid pursuant to this Section 6.01(d) equals such recalculated amount (with interest computed at the Prime Rate).

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Section 6.02 eBay and SpinCo Income Tax Deductions in Respect of Certain Equity Awards and Incentive Compensation.

(a) Allocation of Deductions.

(i) Except as provided in Section 6.02(a)(ii), to the extent permitted by applicable law, Income Tax deductions arising by reason of exercises of options to acquire eBay or SpinCo stock, vesting of “restricted” eBay stock or SpinCo stock, or settlement of restricted stock awards, restricted stock units, performance-based restricted stock units, performance share units, or deferred stock units, in each case, following the Distribution, with respect to eBay stock or SpinCo stock (such options, restricted stock, restricted stock units, performance share units, and deferred stock units, collectively, “Compensatory Equity Interests”) held by any Person shall be claimed (i) in the case of an eBay Group Employee or Former eBay Group Employee, solely by the eBay Group, and (ii) in the case of a PayPal Group Employee or Former PayPal Group Employee, solely by the SpinCo Group. To the extent permitted by applicable law, Income Tax deductions with respect to shares issued under the eBay ESPP or the PayPal ESPP (each as defined in the Employee Matters Agreement) shall be claimed (i) in the case of eBay shares issued (or SpinCo shares received in respect of eBay shares issued) under the eBay ESPP, solely by the eBay Group, and (ii) in the case of SpinCo shares issued under the PayPal ESPP, solely by the SpinCo Group.

(ii) To the extent permitted by applicable law, Income Tax deductions arising by reason of exercises of stock options to acquire eBay or SpinCo stock, following the Distribution, held by any Transferring Director, Continuing eBay Director or Transitioning eBay Group Employee (each as defined in the Employee Matters Agreement) shall be claimed by the issuing corporation. To the extent permitted by applicable law, Income Tax deductions arising by reason of vesting of “restricted” eBay stock or SpinCo stock, or settlement of restricted stock units, performance-based restricted stock units or performance share units, in each case, following the Distribution, with respect to eBay stock or SpinCo stock held by any Transitioning eBay Group Employee shall be claimed solely by the eBay Group. To the extent permitted by applicable law, Income Tax deductions arising by reason of settlement of deferred stock units with respect to eBay stock or SpinCo stock, following the Distribution, held by any Transferring Director or Continuing eBay Director shall be claimed by the issuing corporation.

(b) Withholding and Reporting. Tax reporting and withholding with respect to Compensatory Equity Interests shall be governed by Section 4.02(i) of the Employee Matters Agreement. The party that is entitled to claim the Tax deductions described in Section 6.02(a)(i) with respect to shares issued under the eBay ESPP or PayPal ESPP shall be responsible for all applicable Taxes (including, but not limited to, withholding and excise taxes) and shall satisfy, or shall cause to be satisfied, all applicable Tax reporting obligations with respect thereto.

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Section 7. Tax-Free Status.

Section 7.01 Representations.

(a) Each of eBay and SpinCo hereby represents and warrants that (A) it has reviewed the Representation Letters and (B) subject to any qualifications therein, all information, representations and covenants contained in such Representation Letters that relate to such Company or any member of its Group are true, correct and complete.

(b) SpinCo hereby represents and warrants that it has no plan or intention of taking any action, or failing to take any action (or causing or permitting any member of its Group to take or fail to take any action), in each case, from and after the Distribution Date that could reasonably be expected to cause any representation or factual statement made in this Agreement, the Separation and Distribution Agreement, the Representation Letters or any of the Ancillary Agreements to be untrue.

(c) SpinCo hereby represents and warrants that, during the two-year period ending on the Distribution Date, there was no “agreement, understanding, arrangement, substantial negotiations or discussions” (as such terms are defined in Treasury Regulations Section 1.355-7(h)) by any one or more officers or directors of any member of the SpinCo Group or by any other person or persons with the implicit or explicit permission of one or more of such officers or directors regarding an acquisition of all or a significant portion of the SpinCo Capital Stock (or any predecessor); provided, however, that no representation is made regarding any such “agreement, understanding, arrangement, substantial negotiations or discussions” (as such terms are defined in Treasury Regulations Section 1.355-7(h)) by any one or more officers, directors, or controlling shareholders of any member of the eBay Group (or another person with the implicit or explicit permission of one or more of such persons).

Section 7.02 Restrictions on SpinCo.

(a) SpinCo agrees that it will not take or fail to take, or cause or permit any SpinCo Affiliate to take or fail to take, any action where such action or failure to act would be inconsistent with or cause to be untrue any material information, covenant or representation in this Agreement, the Separation and Distribution Agreement, any of the Ancillary Agreements or any Representation Letter. SpinCo agrees that it will not take or fail to take, or permit any SpinCo Affiliate to take or fail to take, any action which prevents or could reasonably be expected to prevent Tax-Free Status.

(b) Reserved.

(c) SpinCo agrees that, from the date hereof until the first day after the Restriction Period, it will (i) maintain its status as a company engaged in the SpinCo Active Trade or Business for purposes of Section 355(b)(2) of the Code and (ii) not engage in any transaction that would result in it ceasing to be a company engaged in the SpinCo Active Trade or Business for purposes of Section 355(b)(2) of the Code. SpinCo further agrees that, from the date hereof until the first day after the Restriction Period, it will cause 3P Holdings to (i) maintain its status as a company engaged in the 3P Holdings Active Trade or Business for purposes of Section 355(b)(2) of the Code and (ii) not engage in any transaction that would result in it ceasing to be a company engaged in the 3P Holdings Active Trade or Business for purposes of Section 355(b)(2) of the Code.

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(d) SpinCo agrees that, from the date hereof until the first day after the Restriction Period, it will not (i) enter into any Proposed Acquisition Transaction or, to the extent SpinCo has the right to prohibit any Proposed Acquisition Transaction, permit any Proposed Acquisition Transaction to occur (whether by (a) redeeming rights under a shareholder rights plan, (b) finding a tender offer to be a “permitted offer” under any such plan or otherwise causing any such plan to be inapplicable or neutralized with respect to any Proposed Acquisition Transaction, or (c) approving any Proposed Acquisition Transaction, whether for purposes of Section 203 of the DGCL or any similar corporate statute, any “fair price” or other provision of SpinCo’s charter or bylaws or otherwise), (ii) merge or consolidate with any other Person or liquidate or partially liquidate, (iii) in a single transaction or series of transactions sell or transfer (other than sales or transfers of inventory in the ordinary course of business) all or substantially all of the assets that were transferred to SpinCo pursuant to the Contribution or sell or transfer 50% or more of the gross assets of the SpinCo Active Trade or Business or 30% or more of the consolidated gross assets of SpinCo and its Affiliates (such percentages to be measured based on fair market value as of the Distribution Date), (iv) redeem or otherwise repurchase (directly or through a SpinCo Affiliate) any SpinCo stock, or rights to acquire stock, except to the extent such repurchases satisfy Section 4.05(1)(b) of Revenue Procedure 96-30 (as in effect prior to the amendment by Revenue Procedure 2003-48), (v) amend its certificate of incorporation (or other organizational documents), or take any other action, whether through a stockholder vote or otherwise, affecting the voting rights of SpinCo Capital Stock (including, without limitation, through the conversion of one class of SpinCo Capital Stock into another class of SpinCo Capital Stock), (vi) take any other action or actions (including any action or transaction that would be reasonably likely to be inconsistent with any representation or covenant made in the Representation Letters) which in the aggregate (and taking into account any other transactions described in this subparagraph (d)) would be reasonably likely to have the effect of causing or permitting one or more persons to acquire, directly or indirectly, stock representing a Fifty-Percent or Greater Interest in SpinCo or otherwise jeopardize the Tax-Free Status of the Distribution or Internal Distribution, or (vii) cause or permit 3P Holdings to take any action or enter into any transaction described in the preceding clauses (ii) through (vi) (substituting references to “SpinCo,” the “Contribution,” the “SpinCo Active Trade or Business” and “SpinCo Capital Stock” with references to 3P Holdings, the Internal Contribution, 3P Holdings Active Trade or Business, and 3P Holdings stock) unless, in each case, prior to taking any such action set forth in the foregoing clauses (i) through (vii), (A) SpinCo shall have requested that eBay obtain a private letter ruling (or, if applicable, a supplemental private letter ruling) from the IRS and/or any other applicable Tax Authority in accordance with Section 7.04(b) and (d) of this Agreement to the effect that such transaction will not affect the Tax-Free Status and eBay shall have received such a private letter ruling in form and substance satisfactory to eBay in its reasonable discretion (and in determining whether a private letter ruling is satisfactory, eBay may consider, among other factors, the appropriateness of any underlying assumptions and management’s representations made in connection with such private letter ruling), or (B) SpinCo shall provide eBay with an Unqualified Tax Opinion in form and substance reasonably satisfactory to eBay (and in determining whether an opinion is satisfactory, eBay may consider, among other factors, the appropriateness of any underlying assumptions and management’s representations if used as a basis for the opinion and eBay may determine that no opinion would be acceptable to eBay) or (C) eBay shall have waived the requirement to obtain such private letter ruling or Unqualified Tax Opinion.

(e) Certain Issuances of SpinCo Capital Stock. If SpinCo proposes to enter into any Section 7.02(e) Acquisition Transaction or, to the extent SpinCo has the right to prohibit any Section 7.02(e) Acquisition Transaction, proposes to permit any Section 7.02(e) Acquisition Transaction to occur, in each case, during the period from the date hereof until the first day after the Restriction Period, SpinCo shall provide eBay, no later than ten days following the signing of any written agreement with respect to the Section 7.02(e) Acquisition Transaction, with a written description of such transaction (including the type and amount of SpinCo Capital Stock to be issued in such transaction) and a certificate of the Chief Financial Officer of SpinCo to the effect that the Section 7.02(e) Acquisition Transaction is not a Proposed Acquisition Transaction or any other transaction to which the requirements of Section 7.02(d) apply (a “CFO Certificate”).

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Section 7.03 Restrictions on eBay. eBay agrees that it will not take or fail to take, or cause or permit any member of the eBay Group to take or fail to take, any action where such action or failure to act would be inconsistent with or cause to be untrue any material information, covenant or representation in this Agreement, the Separation and Distribution Agreement, any of the Ancillary Agreements or any Representation Letters. eBay agrees that it will not take or fail to take, or cause or permit any member of the eBay Group to take or fail to take, any action which prevents or could reasonably be expected to prevent Tax-Free Status.

Section 7.04 Procedures Regarding Opinions and Rulings.

(a) If SpinCo notifies eBay that it desires to take one of the actions described in clauses (i) through (vii) of Section 7.02(d) (a “Notified Action”), eBay and SpinCo shall reasonably cooperate to attempt to obtain the private letter ruling or Unqualified Tax Opinion referred to in Section 7.02(d), unless eBay shall have waived the requirement to obtain such private letter ruling or Unqualified Tax Opinion.

(b) Rulings or Unqualified Tax Opinions at SpinCo’s Request. At the reasonable request of SpinCo pursuant to Section 7.02(d), eBay shall cooperate with SpinCo and use its reasonable best efforts to seek to obtain, as expeditiously as possible, a private letter ruling from the IRS (and/or any other applicable Tax Authority, or if applicable, a supplemental private letter ruling) or an Unqualified Tax Opinion for the purpose of permitting SpinCo to take the Notified Action. Further, in no event shall eBay be required to file any request for a private letter ruling under this Section 7.04(b) unless SpinCo represents that (A) it has reviewed the request for such private letter ruling, and (B) all information and representations, if any, relating to any member of the SpinCo Group, contained in the related private letter ruling documents are (subject to any qualifications therein) true, correct and complete. SpinCo shall reimburse eBay for all reasonable costs and expenses incurred by the eBay Group in obtaining a private letter ruling or Unqualified Tax Opinion requested by SpinCo within ten Business Days after receiving an invoice from eBay therefor.

(c) Rulings or Unqualified Tax Opinions at eBay’s Request. eBay shall have the right to obtain a private letter ruling (or, if applicable, a supplemental private letter ruling) from the IRS and/or any other applicable Tax Authority) or an Unqualified Tax Opinion at any time in its sole and absolute discretion. If eBay determines to obtain a private letter ruling or an Unqualified Tax Opinion, SpinCo shall (and shall cause each Affiliate of SpinCo to) cooperate with eBay and take any and all actions reasonably requested by eBay in connection with

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obtaining the private letter ruling or Unqualified Tax Opinion (including, without limitation, by making any representation or covenant or providing any materials or information requested by the IRS, or other applicable Tax Authority, or Tax Advisor; provided that SpinCo shall not be required to make (or cause any Affiliate of SpinCo to make) any representation or covenant that is inconsistent with historical facts or as to future matters or events over which it has no control). eBay and SpinCo shall each bear its own costs and expenses in obtaining a private letter ruling or an Unqualified Tax Opinion requested by eBay.

(d) SpinCo hereby agrees that eBay shall have sole and exclusive control over the process of obtaining any private letter ruling pursuant to Section 7.04(b) or (c), and that only eBay shall apply for such a private letter ruling. In connection with obtaining a private letter ruling pursuant to Section 7.04(b), (A) eBay shall keep SpinCo informed in a timely manner of all material actions taken or proposed to be taken by eBay in connection therewith; (B) eBay shall (1) reasonably in advance of the submission of any related private letter ruling documents provide SpinCo with a draft copy thereof, (2) reasonably consider SpinCo’s comments on such draft copy, and (3) provide SpinCo with a final copy; and (C) eBay shall provide SpinCo with notice reasonably in advance of, and SpinCo shall have the right to attend, any meetings with the IRS or other applicable Tax Authority (subject to the approval of the IRS or other applicable Tax Authority) that relate to such private letter ruling. Neither SpinCo nor any SpinCo Affiliate directly or indirectly controlled by SpinCo shall seek any guidance from the IRS or any other Tax Authority (whether written, verbal or otherwise) at any time concerning the Contribution or the Distribution or the Internal Contribution and the Internal Distribution (including the impact of any transaction on the Contribution, Distribution, Internal Contribution, or Internal Distribution, as applicable). In addition, SpinCo’s applicable officers, employees, and/or representative shall also be listed on the power of attorney (IRS Form 2848 or comparable form) provided to the IRS or other applicable Tax Authority in connection with any such private letter ruling request.

Section 7.05 Liability for Tax-Related Losses.

(a) Notwithstanding anything in this Agreement or the Separation and Distribution Agreement to the contrary, subject to Section 7.05(c), SpinCo shall be responsible for, and shall indemnify and hold harmless eBay and its Affiliates and each of their respective officers, directors and employees from and against, one hundred percent (100%) of any Tax-Related Losses that are attributable to or result from any one or more of the following: (A) the acquisition (other than pursuant to the Contribution or the Distribution) of all or a portion of SpinCo’s Capital Stock and/or its or its subsidiaries’ assets (including any capital stock of 3P Holdings) by any means whatsoever by any Person, (B) any action or failure to act by SpinCo after the Distribution (including, without limitation, any amendment to SpinCo’s certificate of incorporation (or other organizational documents), whether through a stockholder vote or otherwise) affecting the voting rights of SpinCo stock (including, without limitation, through the conversion of one class of SpinCo Capital Stock into another class of SpinCo Capital Stock), (C) any act or failure to act by SpinCo or any SpinCo Affiliate described in Section 7.02 (regardless whether such act or failure to act is covered by a private letter ruling, Unqualified Tax Opinion or waiver described in clause (A), (B) or (C) of Section 7.02(d), or a CFO Certificate described in Section 7.02(e)) or (D) any breach by SpinCo of its agreement and representations set forth in Section 7.01.

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(b) Notwithstanding anything in this Agreement or the Separation and Distribution Agreement to the contrary, subject to Section 7.05(c), eBay shall be responsible for, and shall indemnify and hold harmless SpinCo and its Affiliates and each of their respective officers, directors and employees from and against, one hundred percent (100%) of any Tax-Related Losses that are attributable to, or result from any one or more of the following: (A) the acquisition (other than pursuant to the Contribution or the Distribution) of all or a portion of eBay’s stock and/or its or its subsidiaries’ assets (including any capital stock of eBay AG) by any means whatsoever by any Person, (B) any act or failure to act by eBay or a member of the eBay Group described in Section 7.03 or (C) any breach by eBay of its agreements and representations set forth in Section 7.01(a).

(c) Miscellaneous.

(i) To the extent that any Tax-Related Loss is subject to indemnity under both Sections 7.05(a) and (b), responsibility for such Tax-Related Loss shall be shared by eBay and SpinCo according to relative fault.

(ii) Notwithstanding anything in Section 7.05(b) or (c)(i) or any other provision of this Agreement or the Separation and Distribution Agreement to the contrary:

(A) with respect to (I) any Tax-Related Loss resulting from the application of Section 355(e) or Section 355(f) of the Code (other than as a result of an acquisition of a Fifty-Percent or Greater Interest in eBay or eBay AG) and (II) any other Tax-Related Loss resulting, in whole or in part, from an acquisition after the Distribution of any stock or assets of SpinCo (or any SpinCo Affiliate) by any means whatsoever by any Person or any action or failure to act by SpinCo affecting the voting rights of SpinCo or 3P Holdings stock, SpinCo shall be responsible for, and shall indemnify and hold harmless eBay and its Affiliates and each of their respective officers, directors and employees from and against, one hundred percent (100%) of such Tax-Related Loss; and

(B) for purposes of calculating the amount and timing of any Tax-Related Loss for which SpinCo is responsible under this Section 7.05, Tax-Related Losses shall be calculated by assuming that eBay, the eBay Affiliated Group and each member of the eBay Group (I) pay Tax at the highest marginal corporate Tax rates in effect in each relevant taxable year and (II) have no Tax Attributes in any relevant taxable year.

(iii) Notwithstanding anything in Section 7.05(a) or (c)(i) or any other provision of this Agreement or the Separation and Distribution Agreement to the contrary:

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means whatsoever by any Person, eBay shall be responsible for, and shall indemnify and hold harmless SpinCo and its Affiliates and each of their respective officers, directors and employees from and against, one hundred percent (100%) of such Tax-Related Loss; and

(B) for purposes of calculating the amount and timing of any Tax-Related Loss for which Bay is responsible under this Section 7.05, Tax-Related Losses shall be calculated by assuming that SpinCo, the SpinCo Group and each member of the SpinCo Group (I) pay Tax at the highest marginal corporate Tax rates in effect in each relevant taxable year and (II) have no Tax Attributes in any relevant taxable year.

(d) SpinCo shall pay eBay the amount of any Tax-Related Losses for which SpinCo is responsible under this Section 7.05: (A) in the case of Tax-Related Losses described in clause (i) of the definition of Tax-Related Losses no later than two Business Days prior to the date eBay files, or causes to be filed, the applicable Tax Return for the year of the Contribution or Distribution, as applicable (the “Filing Date”) (provided that if such Tax-Related Losses arise pursuant to a Final Determination described in clause (a), (b) or (c) of the definition of “Final Determination,” then SpinCo shall pay eBay no later than two Business Days prior to the due date for making payment with respect to such Final Determination) and (B) in the case of Tax-Related Losses described in clause (ii) or (iii) of the definition of Tax-Related Losses, no later than two Business Days after the date eBay pays such Tax-Related Losses. eBay shall pay SpinCo the amount of any Tax-Related Losses (described in clause (ii) or (iii) of the definition of Tax-Related Loss) for which eBay is responsible under this Section 7.05 no later than two Business Days after the date SpinCo pays such Tax-Related Losses. Each Party shall have the right to review the calculation of any Tax-Related Losses prepared by the other Party, including any related workpapers and other supporting documentation.

Section 7.06 Section 336(e) Election. If eBay determines, in its sole discretion, that a protective election under Section 336(e) of the Code (a “Section 336(e) Election”) shall be made with respect to the Distribution, SpinCo shall (and shall cause the relevant member of the SpinCo Group to) join with eBay or the relevant member of the eBay Group in the making of such election and shall take any action reasonably requested by eBay or that is otherwise necessary to give effect to such election (including making any other related election). If a Section 336(e) Election is made with respect to the Distribution, then this Agreement shall be amended in such a manner as is determined by eBay in good faith to take into account such Section 336(e) Election (including by requiring that, in the event the Contribution and Distribution fail to have Tax-Free Status and eBay is not entitled to indemnification for the Tax-Related Losses arising from such failure, SpinCo shall pay over to eBay any Tax Benefits actually realized in cash by the SpinCo Group or any member of the SpinCo Group arising from the step-up in Tax basis resulting from the Section 336(e) Election); provided, such amounts payable shall be reduced by all reasonable costs incurred by SpinCo to amend any Tax Returns or other governmental filings related to such Section 336(e) Election.

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Section 8. Assistance and Cooperation.

Section 8.01 Assistance and Cooperation.

(a) Each of the Companies shall provide (and cause its Affiliates to provide) the other and its agents, including accounting firms and legal counsel, with such cooperation or information as such other Company reasonably requests in connection with (i) preparing and filing Tax Returns, (ii) determining the liability for and amount of any Taxes due (including estimated Taxes) or the right to and amount of any refund of Taxes, (iii) examinations of Tax Returns, and (iv) any administrative or judicial proceeding in respect of Taxes assessed or proposed to be assessed. Such cooperation shall include making available, upon reasonable notice, all information and documents in their possession relating to the other Company and its Affiliates as provided in Section 9. Each of the Companies shall also make available to the other, as reasonably requested and available, personnel (including employees and agents of the Companies or their respective Affiliates) responsible for preparing, maintaining, and interpreting information and documents relevant to Taxes.

(b) Any information or documents provided under this Section 8 or Section 9 shall be kept confidential by the Company receiving the information or documents, except as may otherwise be necessary in connection with the filing of Tax Returns or in connection with any administrative or judicial proceedings relating to Taxes. In no event shall either of the Companies or any of its respective Affiliates be required to provide the other Company or any of its respective Affiliates or any other Person access to or copies of any information if such action could reasonably be expected to result in the waiver of any Privilege. In addition, in the event that either Company determines that the provision of any information to the other Company or its Affiliates could be commercially detrimental, violate any law or agreement or waive any Privilege, the parties shall use reasonable best efforts to permit compliance with its obligations under this Section 8 or Section 9 in a manner that avoids any such harm or consequence.

Section 8.02 Income Tax Return Information. SpinCo and eBay acknowledge that time is of the essence in relation to any request for information, assistance or cooperation made by eBay or SpinCo pursuant to Section 8.01 or this Section 8.02. SpinCo and eBay acknowledge that failure to conform to the deadlines set forth herein or reasonable deadlines otherwise set by eBay or SpinCo could cause irreparable harm. Each Company shall provide to the other Company information and documents relating to its Group required by the other Company to prepare Tax Returns. Any information or documents the Responsible Company requires to prepare such Tax Returns shall be provided in such form as the Responsible Company reasonably requests and in sufficient time for the Responsible Company to file such Tax Returns on a timely basis.

Section 8.03 Reliance by eBay. If any member of the SpinCo Group supplies information to a member of the eBay Group in connection with a Tax liability and an officer of a member of the eBay Group signs a statement or other document under penalties of perjury in reliance upon the accuracy of such information, then upon the written request of such member of the eBay Group identifying the information being so relied upon, the chief financial officer of SpinCo (or any officer of SpinCo as designated by the chief financial officer of SpinCo) shall certify in writing that to his or her knowledge (based upon consultation with appropriate employees) the information so supplied is accurate and complete. SpinCo agrees to indemnify and hold harmless each member of the eBay Group and its directors, officers and employees from and against any fine, penalty, or other cost or expense of any kind attributable to a member of the SpinCo Group having supplied, pursuant to this Section 8, a member of the eBay Group with inaccurate or incomplete information in connection with a Tax liability.

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Section 8.04 Reliance by SpinCo. If any member of the eBay Group supplies information to a member of the SpinCo Group in connection with a Tax liability and an officer of a member of the SpinCo Group signs a statement or other document under penalties of perjury in reliance upon the accuracy of such information, then upon the written request of such member of the SpinCo Group identifying the information being so relied upon, the chief financial officer of eBay (or any officer of eBay as designated by the chief financial officer of eBay) shall certify in writing that to his or her knowledge (based upon consultation with appropriate employees) the information so supplied is accurate and complete. eBay agrees to indemnify and hold harmless each member of the SpinCo Group and its directors, officers and employees from and against any fine, penalty, or other cost or expense of any kind attributable to a member of the eBay Group having supplied, pursuant to this Section 8, a member of the SpinCo Group with inaccurate or incomplete information in connection with a Tax liability.

Section 9. Tax Records.

Section 9.01 Retention of Tax Records. Each Company shall preserve and keep all Tax Records (including emails and other digitally stored materials) exclusively relating to the assets and activities of its Group for Pre-Deconsolidation Periods and shall preserve and keep all other Tax Records relating to Taxes of the Groups for Pre-Deconsolidation Tax Periods, for so long as the contents thereof may become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (i) the expiration of any applicable statutes of limitations, or (ii) seven years after the Deconsolidation Date (such later date, the “Retention Date”). After the Retention Date, each Company may dispose of such Tax Records upon 90 days’ prior written notice to the other Company. If, prior to the Retention Date, a Company reasonably determines that any Tax Records which it would otherwise be required to preserve and keep under this Section 9 are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Company agrees, then such first Company may dispose of such Tax Records upon 90 days’ prior notice to the other Company. Any notice of an intent to dispose given pursuant to this Section 9.01 shall include a list of the Tax Records to be disposed of describing in reasonable detail each file, book, or other record accumulation being disposed. The notified Company shall have the opportunity, at its cost and expense, to copy or remove, within such 90-day period, all or any part of such Tax Records, and the other Party will then dispose of the same Tax Records.

Section 9.02 Access to Tax Records. The Companies and their respective Affiliates shall make available to each other for inspection and copying during normal business hours upon reasonable notice all Tax Records to the extent reasonably required by the other Company in connection with the preparation of financial accounting statements, audits, litigation, the preparation of Tax Returns, or the resolution of items under this Agreement.

Section 10. Tax Contests.

Section 10.01 Notice. Each of the Companies shall provide prompt notice, within five business days, by Federal Express or the equivalent with tracking receipt, to the other of any communication from a Tax Authority regarding any pending or threatened Tax audit, assessment

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or proceeding or other Tax Contest for which it may be entitled to indemnification by the other Company hereunder. Such notice shall include copies of the pertinent portion of any written communication from a Tax Authority and contain factual information (to the extent known) describing any asserted Tax liability in reasonable detail. The failure of one Company to notify the other of such communication in accordance with the immediately preceding sentences shall not relieve such other Company of any liability or obligation to pay such Tax or make indemnification payments under this Agreement, except to the extent that the failure timely to provide such notification actually prejudices the ability of such other Company to contest such Tax liability or increases the amount of such Tax liability.

Section 10.02 Control of Tax Contests.

(a) Separate Company Tax Returns.

(i) Pre-Deconsolidation Date and Straddle Period Separate Returns. In the case of any Tax Contest with respect to any Separate Return (including any Separate Return with respect to Other Taxes) for any Tax Period ending on or prior to the Distribution Date or any Straddle Period, eBay (in the case of any such Separate Return filed with respect to any Person that, following the Distribution, is a member of the eBay Group) or SpinCo (in the case of any such Separate Return filed with respect to any Person that, following the Distribution, is a member of the SpinCo group), as applicable, shall have exclusive control over the Tax Contest, including exclusive authority with respect to any settlement of such Tax liability, subject to Sections 10.02(d), 10.02(e), and 10.02(f)(ii) below.

(ii) Post-Deconsolidation Date Separate Returns. In the case of any Tax Contest with respect to any Separate Return (including any Separate Return with respect to Other Taxes) for any Tax Period beginning after the Distribution Date, the Responsible Company shall have exclusive control over the Tax Contest, including exclusive authority with respect to any settlement of such Tax liability, subject to Section 10.02(e) below.

(b) eBay Federal Consolidated Income Tax Returns. In the case of any Tax Contest with respect to any eBay Federal Consolidated Income Tax Return, eBay shall have exclusive control over the Tax Contest, including exclusive authority with respect to any settlement of such Tax liability, subject to Sections 10.02(d) and 10.02(f)(i) below.

(c) eBay State Combined Income Tax Returns, eBay Foreign Combined Income Tax Returns, and Other Joint Returns. In the case of any Tax Contest with respect to any eBay State Combined Income Tax Return, any eBay Foreign Combined Income Tax Return or any Tax Return with respect to Other Taxes that is not described in Section 10.02(a), eBay shall have exclusive control over the Tax Contest, including exclusive authority with respect to any settlement of such Tax liability, subject to Section 10.02(d) below.

(d) SpinCo Rights. In the case of any Tax Contest with respect to any Tax Return described in Section 10.02(a), (b), or (c) (other than any Separate Return described in Section 10.02(a)(ii)), if (x) as a result of such Tax Contest, SpinCo could reasonably be expected to become liable for an amount of Tax in excess of $1 million and (y) eBay has control of such Tax Contest pursuant to Section 10.02(a), (b), or (c), as applicable, then (i) eBay shall consult with

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SpinCo reasonably in advance of taking any significant action in connection with such Tax Contest, (ii) eBay shall consult with SpinCo and offer SpinCo a reasonable opportunity to comment before submitting any written materials prepared or furnished in connection with such Tax Contest, (iii) eBay shall defend such Tax Contest diligently and in good faith as if it were the only party in interest in connection with such Tax Contest, (iv) SpinCo shall be entitled to participate in such Tax Contest and receive copies of any written materials relating to such Tax Contest received from the relevant Tax Authority, and (v) eBay shall not settle, compromise or abandon any such Tax Contest without obtaining the prior written consent of SpinCo, which consent shall not be unreasonably withheld.

(e) eBay Rights. In the case of any Tax Contest with respect to any Tax Return described in Section 10.02(a), if (x) as a result of such Tax Contest, eBay could reasonably be expected to become liable for an amount of Tax in excess of $1 million and (y) SpinCo has the right to control such Tax Contest pursuant to Section 10.02(a), then (i) SpinCo shall consult with eBay reasonably in advance of taking any significant action in connection with such Tax Contest, (ii) SpinCo shall consult with eBay and offer eBay a reasonable opportunity to comment before submitting any written materials prepared or furnished in connection with such Tax Contest, (iii) SpinCo shall defend such Tax Contest diligently and in good faith as if it were the only party in interest in connection with such Tax Contest, (iv) eBay shall be entitled to participate in such Tax Contest and receive copies of any written materials relating to such Tax Contest received from the relevant Tax Authority, and (v) SpinCo shall not settle, compromise or abandon any such Tax Contest without obtaining the prior written consent of eBay, which consent shall not be unreasonably withheld. For the avoidance of doubt, this Section 10.02(e) shall apply to any Tax Contest with respect to a SpinCo Federal Consolidated Income Tax Return if, as a result of such Tax Contest, eBay could reasonably be expected to become liable for Taxes pursuant to Section 2.02(b) or (c).

(f) Distribution-Related Tax Contests.

(i) In the event of any Distribution-Related Tax Contest as a result of which SpinCo could reasonably be expected to become liable for any Tax or Tax-Related Losses and which eBay has the right to administer and control pursuant to Section 10.02(b) above, (A) eBay shall consult with SpinCo reasonably in advance of taking any significant action in connection with such Tax Contest, (B) eBay shall offer SpinCo a reasonable opportunity to comment before submitting any written materials prepared or furnished in connection with such Tax Contest, (C) eBay shall defend such Tax Contest diligently and in good faith as if it were the only party in interest in connection with such Tax Contest, and (D) eBay shall provide SpinCo copies of any written materials relating to such Tax Contest received from the relevant Tax Authority. Notwithstanding anything in the preceding sentence to the contrary, the final determination of the positions taken, including with respect to settlement or other disposition, in any Distribution-Related Tax Contest shall be made in the sole discretion of eBay and shall be final and not subject to the dispute resolution provisions of Article VII of the Separation and Distribution Agreement.

(ii) In the event of any Distribution-Related Tax Contest with respect to any SpinCo Separate Return, (A) SpinCo shall consult with eBay reasonably in advance of taking any significant action in connection with such Tax Contest, (B) SpinCo shall

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consult with eBay and offer eBay a reasonable opportunity to comment before submitting any written materials prepared or furnished in connection with such Tax Contest, (C) SpinCo shall defend such Tax Contest diligently and in good faith as if it were the only party in interest in connection with such Tax Contest, (D) eBay shall be entitled to participate in such Tax Contest and receive copies of any written materials relating to such Tax Contest received from the relevant Tax Authority, and (E) SpinCo shall not settle, compromise or abandon any such Tax Contest without obtaining the prior written consent of eBay, which consent shall not be unreasonably withheld.

(g) Power of Attorney.

(i) Each member of the SpinCo Group shall execute and deliver to eBay (or such member of the eBay Group as eBay shall designate) any power of attorney or other similar document reasonably requested by eBay (or such designee) in connection with any Tax Contest (as to which eBay is the Controlling Party) described in this Section 10.

(ii) Each member of the eBay Group shall execute and deliver to SpinCo (or such member of the SpinCo Group as SpinCo shall designate) any power of attorney or other similar document reasonably requested by SpinCo (or such designee) in connection with any Tax Contest (as to which SpinCo is the Controlling Party) described in this Section 10.

Section 11. Effective Date; Termination of Prior Intercompany Tax Allocation Agreements. This Agreement shall be effective as of the Effective Time. As of the Effective Time, (i) all prior intercompany Tax allocation agreements or arrangements solely between or among eBay and/or any of its Subsidiaries, on the one hand, and SpinCo and/or any of its Subsidiaries, on the other hand (including, for the avoidance of doubt, the Tax Allocation Agreement, by and among eBay and certain of its Subsidiaries, dated as of January 1, 2003), shall be terminated, and (ii) amounts due under such agreements as of the date on which the Effective Time occurs shall be settled. Upon such termination and settlement, no further payments by or to eBay or any of its Subsidiaries or by or to SpinCo or any of its Subsidiaries, with respect to such agreements shall be made, and all other rights and obligations resulting from such agreements between the Companies and their Affiliates shall cease at such time. Any payments pursuant to such agreements shall be disregarded for purposes of computing amounts due under this Agreement; provided that to the extent appropriate, payments made pursuant to such agreements shall be credited to SpinCo or eBay, respectively, in computing their respective obligations pursuant to this Agreement, in the event that such payments relate to a Tax liability that is the subject matter of this Agreement for a Tax Period that is the subject matter of this Agreement.

Section 12. Survival of Obligations. The representations, warranties, covenants and agreements set forth in this Agreement shall be unconditional and absolute and shall remain in effect without limitation as to time.

Section 13. Treatment of Payments; Tax Gross Up.

Section 13.01 Treatment of Tax Indemnity and Tax Benefit Payments. In the absence of any change in Tax treatment under the Code or other applicable Tax Law, for all Income Tax

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purposes, the Companies agree to treat, and to cause their respective Affiliates to treat, (i) any indemnity payment required by this Agreement or by the Separation and Distribution Agreement as either a contribution by eBay to SpinCo or a distribution by SpinCo to eBay, as the case may be, occurring immediately prior to the Distribution; and (ii) any payment of interest or State Income Taxes by or to a Tax Authority, as taxable or deductible, as the case may be, to the Company entitled under this Agreement to retain such payment or required under this Agreement to make such payment.

Section 13.02 Tax Gross Up. If notwithstanding the manner in which payments described in Section 13.01(i) were reported, there is an adjustment to the Tax liability of a Company as a result of its receipt of a payment pursuant to this Agreement or the Separation and Distribution Agreement, such payment shall be appropriately adjusted so that the amount of such payment, reduced by the amount of all Income Taxes payable with respect to the receipt thereof (but taking into account all correlative Tax Benefits resulting from the payment of such Income Taxes), shall equal the amount of the payment which the Company receiving such payment would otherwise be entitled to receive.

Section 13.03 Interest. Anything herein to the contrary notwithstanding, to the extent one Company (“Indemnitor”) makes a payment of interest to another Company (“Indemnitee”) under this Agreement with respect to the period from the date that the Indemnitee made a payment of Tax to a Tax Authority to the date that the Indemnitor reimbursed the Indemnitee for such Tax payment, the interest payment shall be treated as interest expense to the Indemnitor (deductible to the extent provided by law) and as interest income by the Indemnitee (includible in income to the extent provided by law). The amount of the payment shall not be adjusted to take into account any associated Tax Benefit to the Indemnitor or increase in Tax to the Indemnitee.

Section 14. Disagreements. The Companies desire that collaboration will continue between them. Accordingly, they will try, and they will cause their respective Group members to try, to resolve in good faith all disagreements regarding their respective rights and obligations under this Agreement, including any amendments hereto. In furtherance thereof, in the event of any dispute or disagreement (other than a High-Level Dispute) (a “Tax Advisor Dispute”) between any member of the eBay Group and any member of the SpinCo Group as to the interpretation of any provision of this Agreement or the performance of obligations hereunder, the Tax departments of the Companies shall negotiate in good faith to resolve the Tax Advisor Dispute. If such good faith negotiations do not resolve the Tax Advisor Dispute, then the matter, upon written request of either Company, will be referred for resolution to the Escalation Committee, which will make a good faith effort to resolve the Tax Advisor Dispute pursuant to the procedures set forth in Article VII of the Separation and Distribution Agreement. If the Escalation Committee does not agree to a resolution of a Tax Advisor Dispute within thirty (30) days after the reference of the Tax Advisor Dispute to it, then the matter will be referred to a Tax Advisor acceptable to each of the Companies. The Tax Advisor may, in its discretion, obtain the services of any third-party appraiser, accounting firm or consultant that the Tax Advisor deems necessary to assist it in resolving such disagreement. The Tax Advisor shall furnish written notice to the Companies of its resolution of any such Tax Advisor Dispute as soon as practical, but in any event no later than 45 days after its acceptance of the matter for resolution. Any such resolution by the Tax Advisor will be conclusive and binding on the Companies. Following receipt

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of the Tax Advisor’s written notice to the Companies of its resolution of the Tax Advisor Dispute, the Companies shall each take or cause to be taken any action necessary to implement such resolution of the Tax Advisor. In accordance with Section 16, each Company shall pay its own fees and expenses (including the fees and expenses of its representatives) incurred in connection with the referral of the matter to the Tax Advisor. All fees and expenses of the Tax Advisor in connection with such referral shall be shared equally by the Companies. Any High-Level Dispute shall be resolved pursuant to the procedures set forth in Article VII of the Separation and Distribution Agreement. Nothing in this Section 14 will prevent either Company from seeking injunctive relief if any delay resulting from the efforts to resolve the Tax Advisor Dispute through the Escalation Committee and the Tax Advisor (or any delay resulting from the efforts to resolve any High-Level Dispute through the procedures set forth in Article VII of the Separation and Distribution Agreement) could result in serious and irreparable injury to either Company. Notwithstanding anything to the contrary in this Agreement, the Separation and Distribution Agreement or any Ancillary Agreement, eBay and SpinCo are the only members of their respective Group entitled to commence a dispute resolution procedure under this Agreement, and each of eBay and SpinCo will cause its respective Group members not to commence any dispute resolution procedure other than through such party as provided in this Section 14.

Section 15. Late Payments. Any amount owed by one party to another party under this Agreement which is not paid when due shall bear interest at the Prime Rate plus two percent, compounded semiannually, from the due date of the payment to the date paid. To the extent interest required to be paid under this Section 15 duplicates interest required to be paid under any other provision of this Agreement, interest shall be computed at the higher of the interest rate provided under this Section 15 or the interest rate provided under such other provision.

Section 16. Expenses. Except as otherwise provided in this Agreement, each party and its Affiliates shall bear their own expenses incurred in connection with preparation of Tax Returns, Tax Contests, and other matters related to Taxes under the provisions of this Agreement.

Section 17. General Provisions.

Section 17.01 Addresses and Notices. All notices, requests, claims, demands or other communications under this Agreement shall be in writing, together with a copy by electronic mail (which shall not constitute notice), and shall be given or made (and shall be deemed to have been duly given or made upon acknowledgment of receipt) by delivery in person, by overnight courier service, or by registered or certified mail (postage prepaid, return receipt requested) to the respective Parties at the following addresses (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 17.01):

If to eBay:

eBay Inc.

0000 Xxxxxxxx Xxxxxx

Xxx Xxxx, Xxxxxxxxxx 00000

Attention: General counsel

Email: xxxxxx@xxxx.xxx

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If to SpinCo:

PayPal Holdings, Inc.

0000 Xxxxx Xxxxx Xxxxxx

Xxx Xxxx, Xxxxxxxxxx 00000

Attention: General Counsel

Email: xxxxxxxxx@xxxxxx.xxx

A Party may, by notice to the other Party, change the address to which such notices are to be given.

Section 17.02 Assignability. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their successors and permitted assigns; provided, that neither Party nor any such party thereto may assign its rights or delegate its obligations under this Agreement without the express prior written consent of the other Party hereto. Notwithstanding the foregoing, no such consent shall be required for the assignment of a party’s rights and obligations under this Agreement and the Ancillary Agreements (except as may be otherwise provided in any such Ancillary Agreement) in whole (i.e., the assignment of a party’s rights and obligations under this Agreement and all Ancillary Agreements all at the same time) in connection with a change of control of a Party so long as the resulting, surviving or transferee Person assumes all the obligations of the relevant party thereto by operation of Law or pursuant to an agreement in form and substance reasonably satisfactory to the other Party.

Section 17.03 Waiver. Waiver by a Party of any default by the other Party of any provision of this Agreement shall not be deemed a waiver by the waiving Party of any subsequent or other default, nor shall it prejudice the rights of the other Party. No failure or delay by a Party in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof, nor shall a single or partial exercise thereof prejudice any other or further exercise thereof or the exercise of any other right, power or privilege.

Section 17.04 Severability. If any provision of this Agreement or the application thereof to any Person or circumstance is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions hereof, or the application of such provision to Persons or circumstances or in jurisdictions other than those as to which it has been held invalid or unenforceable, shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby. Upon such determination, the Parties shall negotiate in good faith in an effort to agree upon such a suitable and equitable provision to effect the original intent of the Parties.

Section 17.05 Authority. eBay represents on behalf of itself and each other member of the eBay Group, and SpinCo represents on behalf of itself and each other member of the SpinCo Group, as follows: (i) each such Person has the requisite corporate or other power and authority and has taken all corporate or other action necessary in order to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby; and (ii) this Agreement has been duly executed and delivered by it and constitutes a valid and binding agreement of it enforceable in accordance with the terms thereof.

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Section 17.06 Further Action. The parties shall execute and deliver all documents, provide all information, and take or refrain from taking action as may be necessary or appropriate to achieve the purposes of this Agreement, including the execution and delivery to the other parties and their Affiliates and representatives of such powers of attorney or other authorizing documentation as is reasonably necessary or appropriate in connection with Tax Contests (or portions thereof) under the control of such other parties in accordance with Section 10.

Section 17.07 Integration. This Agreement, the Ancillary Agreements and the Exhibits, Schedules and appendices hereto and thereto contain the entire agreement between the Parties with respect to the subject matter hereof, supersede all previous agreements, negotiations, discussions, writings, understandings, commitments and conversations with respect to such subject matter, and there are no agreements or understandings between the Parties other than those set forth or referred to herein or therein. In the event of any inconsistency between this Agreement, the Separation and Distribution Agreement, any other agreements relating to the transactions contemplated by the Separation and Distribution Agreement, or the Tax Allocation Agreement, with respect to matters addressed herein, the provisions of this Agreement shall control.

Section 17.08 Construction. The language in all parts of this Agreement shall in all cases be construed according to its fair meaning and shall not be strictly construed for or against any party. The captions, titles and headings included in this Agreement are for convenience only, and do not affect this Agreement’s construction or interpretation. Unless otherwise indicated, all “Section” references in this Agreement are to sections of this Agreement.

Section 17.09 No Double Recovery. No provision of this Agreement shall be construed to provide an indemnity or other recovery for any costs, damages, or other amounts for which the damaged party has been fully compensated under any other provision of this Agreement or under any other agreement or action at law or equity. Unless expressly required in this Agreement, a party shall not be required to exhaust all remedies available under other agreements or at law or equity before recovering under the remedies provided in this Agreement.

Section 17.10 Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more counterparts have been signed by each of the Parties and delivered to the other Party. Each Party acknowledges that it and each other Party is executing certain of the Ancillary Agreements by facsimile, stamp or mechanical signature, and that delivery of an executed counterpart of a signature page to this Agreement (whether executed by manual, stamp or mechanical signature) by facsimile or by email in portable document format (PDF) shall be effective as delivery of such executed counterpart of this Agreement. Each Party expressly adopts and confirms each such facsimile, stamp or mechanical signature (regardless of whether delivered in person, by mail, by courier, by facsimile or by email in portable document format (PDF)) made in its respective name as if it were a manual signature delivered in person, agrees that it will not assert that any such signature or delivery is not adequate to bind such Party to the same extent as if it were signed manually and delivered in person and agrees that, at the reasonable request of the other Party at any time, it will as promptly as reasonably practicable cause this Agreement to be manually executed (such execution to be as of the date of the initial date thereof) and delivered in person, by mail or by courier.

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Section 17.11 Governing Law. This Agreement (and any claims or disputes arising out of or related hereto or to the transactions contemplated hereby or to the inducement of any party to enter herein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common law, statute or otherwise) shall be governed by and construed and interpreted in accordance with the Laws of the State of Delaware irrespective of the choice of laws principles of the State of Delaware including all matters of validity, construction, effect, enforceability, performance and remedies.

Section 17.12 Jurisdiction. If any dispute arises out of or in connection with this Agreement, except as expressly contemplated by another provision of this Agreement, the parties irrevocably (and the parties will cause each other member of their respective Group to irrevocably) (a) consent and submit to the exclusive jurisdiction of federal and state courts located in Delaware, (b) waive any objection to that choice of forum based on venue or to the effect that the forum is not convenient, and (c) WAIVE TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHT TO TRIAL OR ADJUDICATION BY JURY.

Section 17.13 Amendment. No provisions of this Agreement shall be deemed waived, amended, supplemented or modified by a Party, unless such waiver, amendment, supplement or modification is in writing and signed by the authorized representative of the Party against whom it is sought to enforce such waiver, amendment, supplement or modification.

Section 17.14 SpinCo Subsidiaries. If, at any time, SpinCo acquires or creates one or more subsidiaries that are includable in the SpinCo Group, they shall be subject to this Agreement and all references to the SpinCo Group herein shall thereafter include a reference to such subsidiaries.

Section 17.15 Successors. This Agreement shall be binding on and inure to the benefit of any successor by merger, acquisition of assets, or otherwise, to any of the parties hereto (including but not limited to any successor of eBay, SpinCo or PayPal succeeding to the Tax attributes of either under Section 381 of the Code), to the same extent as if such successor had been an original party to this Agreement.

Section 17.16 Injunctions. The parties acknowledge that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with its specific terms or were otherwise breached. The parties hereto shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically the terms and provisions hereof in any court having jurisdiction, such remedy being in addition to any other remedy to which they may be entitled at law or in equity.

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IN WITNESS WHEREOF, each party has caused this Agreement to be executed on its behalf by a duly authorized officer on the date first set forth above.


EBAY INC.

By:		/s/ Xxxx X. Xxxxxxx
Name:		Xxxx X. Xxxxxxx
Title:		President and Chief Executive Officer

PAYPAL HOLDINGS, INC.

By:		/s/ Xxxxxx X. Xxxxxxxx
Name:		Xxxxxx X. Xxxxxxx
Title:		President and CEO-Designee

[Signature Page to Tax Matters Agreement]

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TAX MATTERS AGREEMENT DATED AS OF JULY 17, 2015 BY AND BETWEEN EBAY INC. AND PAYPAL HOLDINGS, INC.

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