Share Pledge Loan Agreement

3.2 Indication of the exercise of rights. The lender has ten (10) working days from receipt of a notice of rights to inform the borrower (the “Exercise of Rights Communication”) that the lender wishes the borrower (i) to assign all or part of it to the deposit holder and/or (ii) exercise all or part of this right. Where the lender requests an assignment, the borrower shall assign without delay and without further consideration the part of the right to the secured creditor indicated in the notification of the exercise of rights. When the lender asks the borrower to exercise all or part of the right and to pay the borrower the consideration that must be paid before the expiry date of the right, the borrower exercises the right and immediately transfers the securities received during the exercise against such consideration: Withdraw and deliver to the creditor pledges. Any amount paid by the lender in accordance with this Section shall be added to the amount of the loan in accordance with this Section. 7.5 Term. This Agreement shall terminate with full and complete payment of all obligations arising from the Communication and this Agreement. At the time of such termination and at the expense of the Borrower, the Agent shall execute and deliver to the Borrower any instrument or instrument that will acknowledge the termination of this Agreement and will assign, transfer and provide to the Borrower the collateral that has not yet been sold or that has been implemented or released pursuant to this Agreement. as well as all funds held by the leaseholder on that date by the leaseholder under this Agreement [subject to any other agreement, including, but not limited to, the limited share purchase agreement]. The assignment and delivery are carried out without guarantee or recourse to the creditor of pledges.

5.4 Appointment of the Pledge Holder. The lender thus appoints the issuer`s secretary or agent as a “secured creditor” in order to accept and retain the collateral on its behalf. In order to secure the Borrower`s ability to meet the Borrower`s obligations under this Agreement, the Borrower, together with the provision of this Agreement, shall deliver to the Creditor the Share Certificate constituting the Shares, together with a duly executed empty assignment, separate from the Certificate of such Certificate, such documents to be mortgaged as collateral (the “Deposit”). The market value of each share is determined by the issuer`s board of directors, taking into account any restrictions on portability, whether due to the size of the share package or restrictions imposed by applicable securities legislation. (b) where the shares have been converted into common shares of the issuer in accordance with their terms and where the ordinary shares of the issuer are listed or admitted to trading on a stock exchange, the fair value of each share shall be the final sale price of one common share on the day in question, on the stock exchange, which serves as the primary market for the common shares; As such, the price is officially indicated in the composite band of trades on such an exchange. If, on the day in question, there is no declared sale of common shares on such a stock exchange, the fair value of each share shall be the final sale price on the exchange on the last preceding day for which such a listing exists. 1.1 Cash Advance. As security for the borrower`s repayment of the amounts payable under the Bond, the borrower transfers to the Lender as security and pledge to the lender Two million eight hundred thousand five hundred (2,812,500) Class A shares of PayPal, Inc.

(the Issuer) as described in Section 5. . . .