Loan And Share Pledge Agreement

1.1 Advance credits. As a guarantee of the repayment of the amounts payable in accordance with the note, the borrower allocates two million million eight hundred and ten thousand five cents (2,812,500) shares (the “shares”) of the Class A stock stock PayPal, Inc. (the “issuer”) as collateral and as collateral to the lender. 7.5 Duration. This agreement ends with the full and full payment of all obligations arising from the note and this agreement. At the time of termination and at the borrower`s expense, the borrower executes and provides the borrower with an appropriate instrument or instrument confirming the termination of this contract and properly transfers, transfers and provides the borrower with security that has not yet been sold or otherwise applied or released in accordance with this agreement. , as well as all funds held by the concession holder at that time at this time, [subject to other agreements, including, but not limited, to the Restricted Stock Purchase Agreement]. This assignment and delivery are made without guarantee or recourse to the deposit holder. b) If the shares have been converted into common shares of the issuer on their terms and if the issuer`s common stock is listed or allowed to trade at the time of listing, the fair value of each share is the final sale price of a common share on the date in question on the common stock market, which serves as the primary market for the common share. , since this price is officially listed in the composite band of transactions on such a stock exchange.

In the absence of sales of common shares declared on that exchange on the date in question, the fair value of each share is the closing sale price on the stock exchange on the last previous day for which such a listing exists. 5.1 Commitment. As collateral for all the borrower`s commitments and commitments to the lender, whether it is more the existing obligation or later arising from that agreement and the restricted share purchase agreement of that contract, including one that does not comply with the borrower`s prohibition on payment in connection with the appeal (the “bonds”), the borrower acts as collateral and promises the lender the shares and gives the lender a security interest in the lender`s right. , securities and interest on and on the shares and possible distributions of these products, the proceeds (from the sale or other means) and all products (from the sale or otherwise) of the products (together the “security”). The borrower undertakes to take additional steps, at the lender`s request, to improve and pursue the lender`s security interest in collateral. 6.1 Share ownership; No conflict. From that date, the borrower insures and guarantees the commitments for the period beginning on that date and ending on the expiry date (as defined in Section 7.5) that (i) the borrower has and has the right to insure the shares and distributions, in whole or in part, without the right of pledge, pretension, charge or restriction of any kind or any other form (with : who are currently owned by the lender or may be created as part of this agreement, as well as the resale restrictions that may be imposed by existing federal and regional debt laws; (ii) shares are not included and shares and distributions are not subject to a right of pre-purchase, redemption or similar right granted or withheld to a person other than the lender; and (iii) there is no provision for an existing agreement and the borrower will not enter into an agreement to which the borrower is or would be bound (or to which the borrower would be or would be subject) that would or would be in conflict with this agreement or the performance of the borrower`s obligations arising from that agreement.

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