0000912057-01-533855 Sample Contracts

LOAN AND PLEDGE AGREEMENT
Loan and Pledge Agreement • September 28th, 2001 • Paypal Inc • California

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

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FORM OF LOAN, PLEDGE AND OPTION AGREEMENT
Pledge and Option Agreement • September 28th, 2001 • Paypal Inc • California
PAYPAL, INC. RESTRICTED STOCK PURCHASE AGREEMENT
Restricted Stock Purchase Agreement • September 28th, 2001 • Paypal Inc • California

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

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

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

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

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

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

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

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

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

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