RESTATED
\nCERTIFICATE OF INCORPORATION
\nOF
\nPAYPAL, INC. <\/p>\n\nThe \nundersigned, Peter A. Thiel, hereby certifies that: <\/p>\n\n<\/pre>\n
1. He
\nis the duly elected and acting Chief Executive Officer and President of PayPal, Inc., a Delaware corporation. <\/p>\n
2. The
\nCertificate of Incorporation of this corporation was originally filed with the Secretary of State of Delaware on March 9, 1999. <\/p>\n
3. This
\nRestated Certificate of Incorporation has been duly adopted by this corporation’s Board of Directors and stockholders in accordance with the applicable provisions of
\nSection 242 and 245 of the General Corporation Law of the State of Delaware, and the corporation’s stockholders have given their written consent in accordance with Section 228 of the
\nGeneral Corporation Law of the State of Delaware. <\/p>\n
4. The
\nCertificate of Incorporation of this corporation shall be restated to read in full as follows: <\/p>\n<\/ul>\n
I. <\/p>\n
The
\nname of this corporation is PayPal, Inc. (the “Corporation”). <\/p>\n
II.\n<\/p>\n
The
\naddress of the Corporation’s registered office in the State of Delaware is 2711 Centerville Road, Suite 4000, Wilmington, County of New Castle, Delaware. The name of its registered
\nagent at such address is Corporation Service Company. <\/p>\n
III.\n<\/p>\n
The
\npurpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware. <\/p>\n
IV. <\/p>\n
This
\nCorporation is authorized to issue two classes of shares to be designated, respectively, Common Stock and Preferred Stock. The total number of shares of Common Stock this
\nCorporation shall have authority to issue is One Hundred and Fifty Million (150,000,000), par value $0.001 per share, and the total number of shares of Preferred Stock this Corporation shall have
\nauthority to issue is Ten Million (10,000,000), par value $0.001 per share. The Preferred Stock may be issued from time to time, in one or more series, each series to be appropriately designated by a
\ndistinguishing letter or title, prior to the issue of any shares thereof. <\/p>\n
The
\nBoard of Directors of the Corporation is hereby authorized to fix or alter the dividend rights, dividend rate, conversion rights, voting rights, rights and terms of redemption
\n(including sinking fund provisions, if any), the redemption price or prices, the liquidation preferences, any other designations, preferences and relative, participating, optional or other special
\nrights, and any qualifications, limitations or restrictions thereof, of any wholly unissued series of Preferred Stock, and the number of shares constituting any such unissued series and the
\ndesignation thereof, or any of them; and to increase or decrease the number of shares of any series subsequent to the issue of shares of that series, but not below the number of shares of such series
\nthen outstanding. In case the number of shares of any series shall be so decreased, the shares constituting such decrease shall resume the status which they had prior to the adoption of the resolution
\noriginally fixing the number of shares of such series. <\/p>\n
V.\n<\/p>\n
In VI.\n<\/p>\n The Newly VII.\n<\/p>\n Elections VIII. <\/p>\n No Special <\/p>\n \nBylaws, include the power to call such meetings, but such special meetings may not be called by any other person or persons. <\/p>\n IX.\n<\/p>\n To The Neither X.\n<\/p>\n The XI.\n<\/p>\n Meetings XII. <\/p>\n The * * * <\/p>\n The Executed
\nfurtherance and not in limitation of the powers conferred by statute, the Board of Directors of the Corporation is expressly authorized to make, alter or repeal Bylaws of the
\nCorporation. Notwithstanding the foregoing, the Bylaws of the Corporation may be rescinded, altered, amended or repealed in any respect by the affirmative vote of the holders of at least
\n662<\/sup>\/3<\/small>% of the outstanding voting stock of the Corporation, voting together as a single class. <\/p>\n
\nBoard of Directors of the Corporation shall have that number of directors set out in the Bylaws of the Corporation as adopted or as set from time to time by a duly adopted amendment
\nthereto by the Directors or stockholders of the Corporation. The Board of Directors shall be divided into three classes, as nearly equal in number as possible. The initial classification of directors
\nshall be determined in accordance with a resolution or resolutions adopted by the Board of Directors. The term of office of the first class shall expire at the first annual meeting of stockholders or
\nany special meeting in lieu thereof following January 1, 2003, the term of office of the second class shall expire at the second annual meeting of stockholders or any special meeting in lieu
\nthereof following January 1, 2003 and the term of office of the third class shall expire at the third annual meeting of stockholders or any special meeting in lieu thereof following
\nJanuary 1, 2003. At each annual meeting of stockholders or special meeting in lieu thereof following such initial classification, directors elected to succeed those directors whose terms expire
\nshall be elected for a term of office to expire at the third succeeding annual meeting of the stockholders or special meeting in lieu thereof after their election and until their successors are duly
\nelected and qualified. <\/p>\n
\ncreated directorships resulting from any increase in the authorized number of directors or any vacancies in the Board of Directors resulting from death, resignation, retirement,
\ndisqualification, removal from office or other cause may be filled only by a majority vote of the directors then in office even though less than a quorum, or by a sole remaining director, and not by
\nthe stockholders. In the event of any increase or decrease in the authorized number of directors, (a) each director then serving as such shall nevertheless continue as a director of the class
\nof which he or she is a member until the expiration of his or her current term or his or her prior death, retirement, removal or resignation and (b) the newly created or eliminated
\ndirectorships resulting from such increase or decrease shall if reasonably possible be apportioned by the Board of Directors among the three classes of directors so as to ensure that no one class has
\nmore than one director more than any other class. To the extent reasonably possible, consistent with the foregoing rule, any newly created directorships shall be added to those classes whose terms of
\noffice are to expire at the latest dates following such allocation and newly eliminated directorships shall be subtracted from those classes whose terms of office are to expire at the earliest dates
\nfollowing such allocation, unless otherwise provided for from time to time by resolution adopted by a majority of the directors then in office, although less than a quorum. In the event of a vacancy
\nin the Board of Directors, the remaining directors, except as otherwise provided by law, may exercise the powers of the full Board of Directors until the vacancy is filled. Notwithstanding the
\nforegoing, each director shall serve until his or her successor is duly elected and qualified or until his or her death, resignation or removal. No decrease in the number of directors constituting the
\nBoard of Directors shall shorten the term of any incumbent director. <\/p>\n
\nof directors need not be by written ballot unless otherwise provided in the Bylaws of the Corporation. <\/p>\n
\naction shall be taken by the stockholders except at an annual or special meeting of stockholders. The stockholders may not take action by written consent. <\/p>\n
\nmeetings of the stockholders of the Corporation for any purpose or purposes may be called at any time by the Board of Directors, or by a majority of the members of the Board of
\nDirectors, or by a committee of the Board of Directors which has been duly designated by the Board of Directors and whose powers and authority, as provided in a resolution of the Board of Directors or
\nin the <\/p>\n
\n
\nthe fullest extent permitted by the Delaware General Corporation Law, as the same exists or as may hereafter be amended, a director of the Corporation shall not be personally liable
\nto the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. <\/p>\n
\nCorporation may indemnify and advance indemnification expenses to the fullest extent permitted by law any person made or threatened to be made a party to an action or proceeding,
\nwhether criminal, civil, administrative or investigative, by reason of the fact that he, his testator or intestate is or was a director, officer or employee of the Corporation or any predecessor of
\nthe Corporation, or serves or served at any other enterprise as a director, officer or employee at the request of the Corporation or any predecessor to the Corporation. The Corporation may, to the
\nfullest extent permitted by law, purchase and maintain insurance on behalf of any such director or officer against any liability which may be asserted against him or her and may enter contracts
\nproviding for the indemnification of any such person to the fullest extent permitted by law. <\/p>\n
\nany amendment nor repeal of this Article IX, nor the adoption of any provision of this Corporation’s Restated Certificate of Incorporation inconsistent with this
\nArticle IX, shall eliminate or reduce the effect of this Article IX in respect of any matter occurring, or any action or proceeding accruing or arising or that, but for this
\nArticle IX, would accrue or arise, prior to such amendment, repeal or adoption of an inconsistent provision. <\/p>\n
\nCorporation is to have perpetual existence. <\/p>\n
\nof stockholders may be held within or without the State of Delaware, as the Bylaws may provide. The books of the Corporation may be kept (subject to any statutory provision)
\noutside the State of Delaware at such place or places as may be designated from time to time by the Board of Directors in the Bylaws. <\/p>\n
\nCorporation reserves the right to amend, alter, change or repeal any provision contained in this Restated Certificate of Incorporation, in the manner now or hereafter prescribed by
\nstatute, and all rights conferred on stockholders herein are granted subject to this reservation; provided, however, that no amendment, alteration, change or repeal may be made to Article V,
\nVI, VIII, IX or XII without the affirmative vote of the holders of at least 662<\/sup>\/3<\/small>% of the outstanding voting stock of the Corporation, voting together as a single class. <\/p>\n
\n
\nforegoing Restated Certificate of Incorporation has been duly adopted by this Corporation’s Board of Directors and stockholders in accordance with the applicable provisions of
\nSection 228, 242 and 245 of the General Corporation Law of the State of Delaware. <\/p>\n
\nat Palo Alto, California on [ ], 2001. <\/p>\n\n
\n <\/td>\n <\/td>\n <\/td>\n <\/p>\n
<\/td>\n<\/tr>\n\n <\/td>\n <\/td>\n <\/td>\n Name:<\/td>\n Peter A. Thiel<\/td>\n<\/tr>\n \n <\/td>\n <\/td>\n <\/td>\n Title:<\/td>\n Chief Executive Officer and President<\/td>\n<\/tr>\n \n Attest:<\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n<\/tr>\n \n \n
<\/td>\n <\/td>\n \n <\/td>\n \n <\/td>\n<\/tr>\n \n Name:<\/td>\n John D. Muller<\/td>\n <\/td>\n <\/td>\n <\/td>\n<\/tr>\n \n Title:<\/td>\n Secretary<\/td>\n <\/td>\n <\/td>\n <\/td>\n<\/tr>\n<\/table>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8469],"corporate_contracts_industries":[9416],"corporate_contracts_types":[9573,9575],"class_list":["post-41621","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-paypal-inc","corporate_contracts_industries-financial__credit","corporate_contracts_types-formation","corporate_contracts_types-formation__incorporation"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41621","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41621"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41621"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41621"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41621"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}