Form 8-K

8-K — PayPal Holdings, Inc.

Accession: 0001193125-26-226653

Filed: 2026-05-15

Period: 2026-05-15

CIK: 0001633917

SIC: 7389 (SERVICES-BUSINESS SERVICES, NEC)

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — d930458d8k.htm (Primary)

EX-4.2 (d930458dex42.htm)

EX-5.1 (d930458dex51.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: d930458d8k.htm · Sequence: 1

8-K

false 0001633917 0001633917 2026-05-15 2026-05-15

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 15, 2026

PayPal Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-36859

47-2989869

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

2211 North First Street

San Jose, CA 95131

(Address of principal executive offices)

(408) 967-7000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common stock, $0.0001 par value per share

PYPL

NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01.

Other Events

Notes Offering

On May 15, 2026, PayPal Holdings, Inc. (the “Company”) issued and sold $2.0 billion aggregate principal amount of senior notes, consisting of $650,000,000 aggregate principal amount of 4.550% notes due 2028 (the “2028 Notes”), $850,000,000 aggregate principal amount of 4.950% notes due 2031 (the “2031 Notes”) and $500,000,000 aggregate principal amount of 5.550% notes due 2036 (the “2036 Notes” and, together with the 2028 Notes and the 2031 Notes, the “Notes”).

The Notes are being issued pursuant to an indenture, dated as of September 26, 2019 (the “Base Indenture”), between the Company and Computershare Trust Company, N.A. as successor to Wells Fargo Bank, National Association, as trustee, together with the officer’s certificate, dated May 15, 2026 (the “Officer’s Certificate” and, together with the Base Indenture, the “Indenture”), issued pursuant to the Indenture establishing the terms of each series of Notes.

The Notes are being issued pursuant to the Company’s Registration Statement on Form S-3 filed with the Securities and Exchange Commission on February 5, 2025 (Registration Statement No. 333-284693) (the “Registration Statement”).

The 2028 Notes will mature on June 1, 2028, the 2031 Notes will mature on June 1, 2031 and the 2036 Notes will mature on June 1, 2036, unless, in each case, earlier redeemed or repurchased. Interest on the Notes is payable on June 1 and December 1 of each year, beginning on December 1, 2026.

The Company may redeem the 2028 Notes, the 2031 Notes and the 2036 Notes, respectively, for cash in whole, at any time, or in part, from time to time, prior to maturity, at redemption prices that include accrued and unpaid interest, if any, and a make-whole premium. However, no make-whole premium will be paid for redemptions of the 2031 Notes on or after May 1, 2031 or for redemptions of the 2036 Notes on or after March 1, 2036. The Indenture includes covenants (1) limiting the Company’s and its restricted subsidiaries’ ability to create liens on certain properties and capital stock and indebtedness of these restricted subsidiaries and enter into sale and leaseback transactions with respect to certain properties and (2) limiting the Company’s ability to consolidate, merge or sell all or substantially all of its assets, in each case subject to a number of important exceptions as specified in the Indenture. The Indenture also contains customary event of default provisions. In the event of the occurrence of both (1) a change of control of the Company and (2) a downgrade of a series of Notes below an investment grade rating by each of Fitch Inc., Standard & Poor’s Ratings Services and Moody’s Investors Service, Inc. within a specified period, the Company will be required to offer to repurchase any outstanding Notes of that series at a price in cash equal to 101% of the then outstanding principal amount of such series of Notes, plus accrued and unpaid interest, if any, to, but not including, the date of such repurchase. The Notes are the Company’s unsecured senior obligations and rank equally in right of payment with all of the Company’s existing and future unsecured and unsubordinated indebtedness. The Notes will be structurally subordinated to the liabilities of our subsidiaries and will be effectively subordinated to any secured indebtedness to the extent of the value of the assets securing such indebtedness.

The above description of the Indenture and the Notes does not purport to be complete and is qualified in its entirety by reference to the Indenture and the Officer’s Certificate (including the forms of Notes included therein), attached as Exhibits 4.1, 4.2, 4.3, 4.4 and 4.5, and incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits

(d)

Exhibits

Exhibit

Number

Exhibit Title or Description

4.1

Indenture, dated as of September 26, 2019, between the Company and Computershare Trust Company, N.A. as successor to Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to PayPal Holdings, Inc.’s Form 8-K, as filed with the SEC on September 26, 2019)

4.2

Officer’s Certificate pursuant to the Indenture, dated as of May 15, 2026

4.3

Form of Note for 4.550% Notes due 2028 (included as part of Exhibit 4.2 hereto)

4.4

Form of Note for 4.950% Notes due 2031 (included as part of Exhibit 4.2 hereto)

4.5

Form of Note for 5.550% Notes due 2036 (included as part of Exhibit 4.2 hereto)

5.1

Opinion of Skadden, Arps, Slate, Meagher & Flom LLP

23.1

Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included as part of Exhibit 5.1 hereto)

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE(S)

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

PayPal Holdings, Inc.

(Registrant)

Date: May 15, 2026

By:

/s/ Brian Y. Yamasaki

Name: Brian Y. Yamasaki

Title: Vice President, Corporate Legal and Secretary

EX-4.2

Filename: d930458dex42.htm · Sequence: 2

EX-4.2

Exhibit 4.2

PayPal Holdings, Inc.

OFFICER’S CERTIFICATE

May 15, 2026

The undersigned, PayPal Holdings, Inc., a Delaware corporation (the “Company”), hereby certifies through Can Balcioglu, its Vice

President, Treasurer, pursuant to Sections 2.1, 2.3 and 11.5 of the Indenture, dated as of September 26, 2019 (the “Indenture”), by and between the Company, as Issuer, and Computershare Trust Company, N.A., as successor to Wells

Fargo Bank, National Association, as trustee, as follows:

1. The form and terms of the 4.550% Notes due 2028 (the “2028

Notes”) are set forth on Annex A attached hereto, 4.950% Notes due 2031 (the “2031 Notes”) are set forth on Annex B attached hereto, and the form and terms of the 5.550% Notes due 2036 (the “2036 Notes”

and, together with the 2028 Notes and the 2031 Notes, the “Notes”) are set forth on Annex C attached hereto. The form and terms of the 2028 Notes, the 2031 Notes and the 2036 Notes have been established pursuant to Sections 2.1

and 2.3 of the Indenture and comply with the Indenture.

2. The undersigned has read the Indenture.

3. The statements made in this certificate are based upon an examination of the Notes to be governed by the Indenture, upon an examination of

and familiarity with the Indenture, upon the undersigned’s general knowledge of and familiarity with the operations of the Company and upon the performance of the undersigned’s duties as an officer of the Company.

4. In the opinion of the undersigned, he has made such examination or investigation as is necessary to enable him to express an informed

opinion as to whether or not the conditions precedent provided for in the Indenture relating to the issuance and authentication of each series of Notes have been complied with.

5. In the opinion of the undersigned, with respect to the foregoing, the conditions precedent provided for in the Indenture relating to the

issuance and authentication of each series of Notes have been complied with.

6. This certificate (and to any document executed under the

Indenture) shall be valid, binding, and enforceable against a party only when executed and delivered by an authorized individual on behalf of the party by means of (i) any electronic signature permitted by the federal Electronic Signatures in

Global and National Commerce Act (e.g., www.docusign.com), state enactments of the Uniform Electronic Transactions Act, and/or any other relevant electronic signatures law, including relevant provisions of the Uniform Commercial Code (collectively,

“Signature Law”); (ii) an original manual signature; or (iii) a faxed, scanned or photocopied manual signature. Each electronic signature or faxed, scanned or photocopied manual signature shall for all purposes have the same

validity, legal effect and admissibility in evidence as an original manual signature. Each party hereto shall be entitled to conclusively rely upon, and shall have no liability with respect to, any faxed, scanned or

photocopied manual signature, or other electronic signature, of any party and shall have no duty to investigate, confirm or otherwise verify the validity or authenticity thereof. This certificate

may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute one and the same instrument. For avoidance of doubt, original manual signatures shall be used for

execution or indorsement of writings when required under any Signature Law due to the character or intended character of the writings.

Capitalized terms used herein without definition have the meanings assigned to them in the Indenture.

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned has caused this certificate to be executed by its duly authorized

officer as of the date first written above.

PAYPAL HOLDINGS, INC.

By:

/s/ Can Balcioglu

Name: Can Balcioglu

Title: Vice President, Treasurer

[Signature Page to Officer’s Certificate under the Indenture]

ANNEX A

Pursuant to Section 2.3 of the Indenture, dated as of September 26, 2019 (the “Indenture”), between PayPal Holdings,

Inc., a Delaware corporation (the “Issuer”), and Computershare Trust Company, N.A., as successor to Wells Fargo Bank, National Association, as trustee (the “Trustee”), the terms of a series of Securities to be issued pursuant

to the Indenture are as follows:

Designation. The designation of the securities is “4.550% Notes due 2028” (the “2028

Notes”).

Initial Aggregate Principal Amount. The 2028 Notes shall be limited in initial aggregate principal

amount to $650,000,000 (except for 2028 Notes authenticated and delivered upon registration of transfer or exchange in accordance with the Indenture or this Annex A (this “Annex”)).

Currency Denomination. The 2028 Notes shall be denominated in U.S. Dollars.

Maturity. The date on which the principal of the 2028 Notes is payable is June 1, 2028.

Rate of Interest; Interest Payment Date; Regular Record Dates. Each 2028 Note shall bear interest from

May 15, 2026 at 4.550% per annum until the principal thereof is paid. Such interest shall be payable semi-annually in arrears on June 1 and December 1 of each year, commencing on December 1, 2026, to the Persons in whose names

the 2028 Notes are registered at the close of business on the immediately preceding May 15 and November 15, respectively (whether or not such record date is a Business Day). Interest on the 2028 Notes shall accrue from the most recent date

to which interest has been paid or, if no interest has been paid, from May 15, 2026. Interest on the 2028 Notes shall be computed on the basis of a 360-day year composed of twelve 30-day months. In the event that any date on which principal, premium, if any, or interest is payable on the 2028 Notes is not a Business Day, then payment of the principal, premium, if any, or interest payable on

such date will be made on the next succeeding day that is a Business Day (and no additional interest shall accrue as a result of such delay in payment).

Place of Payment. Principal of, premium, if any, and interest on the 2028 Notes shall be payable, and

the transfer of the 2028 Notes shall be registrable, at the office or agency of the Issuer to be maintained for such purpose in the contiguous United States of America, which shall initially be the Corporate Trust Office, except that, at the option

of the Issuer, interest may be paid by sending a check to the address of the Person entitled thereto as it appears on the 2028 Notes register; provided, however, that while any 2028 Notes are represented by a Registered Global Security,

payment of principal of, premium, if any, or interest on the 2028 Notes may be made by wire transfer to the account of the Depositary or its nominee in accordance with the Applicable Procedures.

A-1

Optional Redemption. Prior to June 1, 2028, the 2028 Notes may be redeemed, in whole at any time or

in part from time to time, at the option of the Issuer, for cash, at a redemption price equal to the greater of (i) 100% of the principal amount of the 2028 Notes to be redeemed or (ii) (a) the sum of the present values of the remaining

scheduled payments of principal and interest thereon discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day

months) at the Treasury Rate, plus 10 basis points less (b) interest accrued and unpaid thereon to the redemption date, plus, in each case, accrued and unpaid interest, if any, thereon to, but not including, the date of redemption;

provided that the principal amount of any 2028 Note remaining outstanding after a redemption in part shall be $2,000 or an integral multiple of $1,000 in excess thereof. Notwithstanding the foregoing, installments of interest on the 2028

Notes that are due and payable on interest payment dates falling on or prior to a redemption date will be payable on the interest payment date to the registered Holders as of the close of business on the relevant record date. The Issuer’s

actions and determinations in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error. Notices of any redemption will be mailed (or in the case of 2028 Notes held in book-entry form, be transmitted

electronically) at least 10 days but not more than 60 days before the redemption date to Holders of the 2028 Notes to be redeemed, except that redemption notices may be delivered more than 60 days prior to a redemption if the notice is issued in

connection with a legal or covenant defeasance of the 2028 Notes or a satisfaction and discharge of the Notes and the Indenture pursuant to Section 10.1 of the Indenture. Unless the Issuer defaults in payment of the redemption price, on and

after the redemption date, interest will cease to accrue on the 2028 Notes or portions thereof called for redemption. If less than all of the 2028 Notes are to be redeemed, the 2028 Notes to be redeemed will be selected by the Trustee by lot or in

accordance with the Applicable Procedures. Any redemption or notice of redemption may, at the Issuer’s discretion, be subject to one or more conditions precedent, including the completion of an offering of capital stock of the Issuer or other

corporate transaction. If such redemption is subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition, and if applicable, shall state that, in the Issuer’s discretion, the redemption date may

be delayed until such time (including more than 60 days after the date the notice of redemption was sent, including by electronic transmission) as any or all such conditions shall be satisfied, or such redemption may not occur and such notice may be

rescinded in the event that any or all such conditions shall not have been satisfied by the redemption date, or by the redemption date as so delayed, or such notice may be rescinded at any time in the Issuer’s discretion if in the good faith

judgment of the Issuer any or all of such conditions will not be satisfied. In addition, the Issuer may provide in such notice that payment of the redemption price and performance of the Issuer’s obligations with respect to such redemption may

be performed by another person. Subject to the Depository Trust Company’s applicable procedures, the Issuer shall provide written notice to the Trustee not later than 9:00 a.m. New York City time on the redemption date if such notice has been

delayed or rescinded, and upon receipt the Trustee shall provide such notice to each Holder of the notes in the same manner in which the notice of redemption was given, in the name and at the expense of the Issuer.

A-2

“Treasury Rate” means, with respect to any redemption date, the yield determined

by the Issuer in accordance with the following two sub-paragraphs:

•

The Treasury Rate shall be determined by the Issuer after 4:15 p.m., New York City time (or after such time as

yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third business day preceding the redemption date based upon the yield or yields for the most recent day that appear after such

time on such day in the most recent statistical release published by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily)—H.15” (or any successor designation or publication)

(“H.15”) under the caption “U.S. government securities–Treasury constant maturities–Nominal” (or any successor caption or heading) (“H.15 TCM”). In determining the Treasury Rate, the Issuer shall

select, as applicable: (1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the redemption date to June 1, 2028 (the “Remaining Life”); (2) if there is no such Treasury constant maturity on

H.15 exactly equal to the Remaining Life, the two yields – one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than, and one yield corresponding to the Treasury constant maturity on H.15 immediately longer

than, the Remaining Life – and shall interpolate to June 1, 2028 on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or (3) if there is no such Treasury

constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or

maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the redemption date.

•

If on the third business day preceding the redemption date H.15 TCM is no longer published, the Issuer shall

calculate the Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second business day preceding such redemption date of the United States Treasury security

maturing on, or with a maturity that is closest to, June 1, 2028. If there is no United States Treasury security maturing on June 1, 2028 but there are two or more United States Treasury securities with a maturity date equally distant from

June 1, 2028, one with a maturity date preceding June 1, 2028 and one with a maturity date following June 1, 2028, the Issuer shall select the United States Treasury security with a maturity date preceding June 1, 2028. If there

are two or more United States Treasury securities maturing

A-3

on June 1, 2028 or two or more United States Treasury securities meeting the criteria of the preceding sentence, the Issuer shall select from among these two or more United States Treasury

securities the United States Treasury security that is trading closest to par based upon the average of the bid and asked prices for such United States Treasury securities at 11:00 a.m., New York City time. In determining the Treasury Rate in

accordance with the terms of this sub-paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shall be based upon the average of the bid and asked prices (expressed as a

percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three decimal places.

Change of Control Repurchase Event. If a Change of Control Repurchase Event occurs, unless the Issuer

has previously exercised its right to redeem the 2028 Notes in whole as described in Section 7 above, the Issuer will be required to make an offer to each Holder of 2028 Notes to repurchase all or any part (in minimum denominations of $2,000

and integral multiples of $1,000 above that amount) of such Holder’s 2028 Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of 2028 Notes repurchased plus any accrued and unpaid interest, if any, on the 2028

Notes repurchased to, but not including, the date of such repurchase. Within 30 days following any Change of Control Repurchase Event or, at the Issuer’s option, prior to any Change of Control, but after the public announcement of an impending

Change of Control, the Issuer will send a notice to each Holder, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and offering to repurchase 2028 Notes on

the payment date specified in the notice, which date will be no earlier than 10 days and no later than 60 days from the date such notice is sent (the “Change of Control Payment Date”). The notice shall, if sent prior to the date of

consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Repurchase Event occurring on or prior to the payment date specified in the notice.

The Issuer will comply with the requirements of Rule 14e-1 under the Exchange Act, and any other

securities laws and regulations thereunder, to the extent those laws and regulations are applicable in connection with the repurchase of the 2028 Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of any

securities laws or regulations conflict with the Change of Control Repurchase Event provisions of the 2028 Notes, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations

under the Change of Control Repurchase Event provisions of the 2028 Notes by virtue of such conflict.

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On the Change of Control Payment Date, the Issuer will be required, to the extent lawful,

to:

(a)

accept for payment all 2028 Notes or portions of 2028 Notes (in minimum denominations of $2,000 and integral

multiples of $1,000 above that amount) properly tendered pursuant to the Issuer’s offer;

(b)

deposit with the paying agent, no later than 11:00 a.m., New York City time, an amount equal to the aggregate

purchase price in respect of all 2028 Notes or portions of 2028 Notes properly tendered; and

(c)

deliver or cause to be delivered to the Trustee for cancellation the 2028 Notes properly accepted, together

with an Officer’s Certificate stating the aggregate principal amount of 2028 Notes being repurchased by the Issuer.

The paying agent will promptly mail (or, in the case of 2028 Notes held in bookentry form, transmit electronically) to each Holder of 2028

Notes properly tendered the repurchase price for such 2028 Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book-entry) to each Holder a new 2028 Note equal in principal amount to any unrepurchased portion of

any 2028 Notes surrendered; provided, that each new 2028 Note will be in minimum denominations of $2,000 and integral multiples of $1,000 above that amount.

The Issuer will not be required to make an offer to repurchase the 2028 Notes upon a Change of Control Repurchase Event if a third party makes

such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Issuer pursuant to this Section 8 and the third party repurchases all 2028 Notes properly tendered and not withdrawn under its

offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Issuer pursuant to this Section 8. In addition, the Issuer will not be required to, and the Issuer will not, make an offer to

repurchase any 2028 Notes upon a Change of Control Repurchase Event if there has occurred and is continuing on the Change of Control Payment Date an Event of Default with respect to the 2028 Notes.

If Holders of not less than 90% in aggregate principal amount of the 2028 Notes then outstanding validly tender and do not withdraw such 2028

Notes in an offer to repurchase the 2028 Notes upon a Change of Control Repurchase Event and the Issuer, or any third party making such an offer in lieu of the Issuer as described above, purchases all of such 2028 Notes properly tendered and not

withdrawn by such Holders, the Issuer or such third party will have the right, upon not less than 10 days’ nor more than 60 days’ prior notice (provided, that such notice is given not more than 60 days following such repurchase pursuant

to the offer to repurchase the notes upon a Change of Control Repurchase Event described above) to redeem all 2028 Notes that remain outstanding following such purchase on a date specified in such notice (the “Second Change of Control Payment

Date”) and at a price in cash equal to 101% of the aggregate principal amount of the 2028 Notes repurchased plus accrued and unpaid interest, if any, on the 2028 Notes repurchased to, but excluding, the Second Change of Control Payment Date.

A-5

“Below Investment Grade Rating Event” means the 2028 Notes are rated below an

Investment Grade Rating by each of the Rating Agencies on any date from the date of the public notice of an arrangement that could result in a Change of Control until the end of the 60-day period following

public notice of the occurrence of the Change of Control (which 60-day period shall be extended so long as the rating of the 2028 Notes is under publicly announced consideration for possible downgrade by any

of the Rating Agencies).

“Change of Control” means the occurrence of any of the following: (1) the direct or indirect

sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of the Issuer and its Subsidiaries, taken as a whole,

to any “person” (as that term is used in Section 13(d)(3) of the Exchange Act) other than the Issuer or one of its Subsidiaries; (2) the consummation of any transaction (including, without limitation, any merger or

consolidation) the result of which is that any “person” (as that term is used in Section 13(d)(3) of the Exchange Act) becomes the beneficial owner, directly or indirectly, of more than 50% of the then outstanding number of shares

or voting power of the Issuer’s Voting Equity Interests; (3) the adoption of a plan by the Issuer’s board of directors relating to the Issuer’s liquidation or dissolution; or (4) the Issuer consolidates with, or merges

with or into, any Person, or any Person consolidates with, or merges with or into, the Issuer, in any such event pursuant to a transaction in which any of the Issuer’s outstanding Voting Equity Interests or the outstanding Voting Equity

Interests of such other Person is converted into or exchanged for cash, securities or other property, other than any such transaction where the shares of the Issuer’s Voting Equity Interests outstanding immediately prior to such transaction

constitute, or are converted into or exchanged for, a majority of the Voting Equity Interests of the surviving Person or parent entity thereof immediately after giving effect to such transaction.

Notwithstanding the foregoing, a transaction will not be deemed to result in a Change of Control if (a) the Issuer becomes a wholly-owned

Subsidiary of another Person and (b) immediately following that transaction, a majority of Voting Equity Interests of such Person is held by the direct or indirect holders of the Issuer’s Voting Equity Interests immediately prior to such

transaction and in substantially the same proportions as immediately prior to such transaction.

“Change of Control Repurchase

Event” means the occurrence of both a Change of Control and a Below Investment Grade Rating Event.

“Fitch” means Fitch

Inc., a subsidiary of Fimalac, S.A.

“Investment Grade Rating” means a rating equal to or higher than BBB- (or the equivalent) by Fitch, BBB- (or the equivalent) by S&P and Baa3 (or the equivalent) by Moody’s.

A-6

“Moody’s” means Moody’s Investors Service, Inc., a subsidiary of

Moody’s Corporation, and its successors.

“Rating Agencies” means (1) each of Fitch, S&P and Moody’s; and

(2) if any of Fitch, S&P or Moody’s ceases to rate the 2028 Notes or fails to make a rating of the 2028 Notes publicly available for reasons outside of the Issuer’s control, a “nationally recognized statistical rating

organization” within the meaning of Section 3(a)(62) under the Exchange Act, selected by the Issuer as a replacement agency for Fitch, S&P or Moody’s, or some or all of them, as the case may be.

“S&P” means Standard & Poor’s Ratings Services, a division of The McGraw- Hill Companies, Inc.

Mandatory Redemption. Other than with respect to a Change of Control Repurchase Event as described

above, the 2028 Notes are not mandatorily redeemable. The 2028 Notes are not entitled to the benefit of a sinking fund or any analogous provisions.

10.

Denominations. The 2028 Notes shall be issued initially in minimum denominations of $2,000 and shall be

issued in integral multiples of $1,000 in excess thereof.

11.

Amount Payable Upon Acceleration. The principal of the 2028 Notes shall be payable upon declaration of

acceleration pursuant to Section 5.1 of the Indenture. The 2028 Notes shall not be Original Issue Discount Securities within the meaning of the Indenture.

12.

Payment Currency. Principal and interest on the 2028 Notes, including payments made upon any redemption

of the 2028 Notes, shall be payable in U.S. Dollars.

13.

Payment Currency – Election. The principal of and interest on the 2028 Notes shall not be payable

in a currency other than U.S. Dollars.

14.

Payment Currency – Index. The principal of and interest on the 2028 Notes shall not be determined

with reference to an index based on a coin or currency.

15.

Registered Securities. The 2028 Notes shall be issued only as Registered Securities. The 2028 Notes

shall initially be issuable as Registered Global Securities, subject to Section 2.8 of the Indenture.

16.

Additional Amounts. The Issuer shall not pay additional amounts on the 2028 Notes held by a Person that

is not a U.S. Person in respect of taxes or similar charges withheld or deducted.

17.

Definitive Certificates. Section 2.8 of the Indenture will govern the transferability of the 2028

Notes in definitive form.

A-7

18.

Registrar; Paying Agent; Depositary. The Trustee shall initially serve as the registrar and the paying

agent for the 2028 Notes. The Depository Trust Company shall initially serve as the Depositary for the Registered Global Security representing the 2028 Notes.

19.

Events of Default. In addition to the Events of Default set forth in Section 5.1 of the Indenture,

the failure by the Issuer to repurchase 2028 Notes tendered for repurchase following the occurrence of a Change of Control Repurchase Event in conformity with the covenant set forth in Section 8 hereof is an Event of Default with respect to the

2028 Notes.

20.

Covenants. There shall be the following additions to the covenants of the Issuer set forth in Article

III of the Indenture with respect to the 2028 Notes:

Limitation on Liens. The Issuer covenants that, so long as any of the 2028

Notes remain outstanding, it shall not, nor shall it permit any of its Restricted Subsidiaries to, create or assume any mortgage, pledge, security interest, lien, charge or encumbrance of any kind (each, a “Lien”) on (a) any

Principal Property or (b) any capital stock or Indebtedness of any of the Issuer’s Restricted Subsidiaries (together, “Property”), in each case whether now owned or hereafter acquired, in order to secure any Indebtedness,

without effectively providing that the 2028 Notes shall be secured by a Lien ranking equal to and ratably with (or, at the Issuer’s option, senior to) such secured Indebtedness until such time as such Indebtedness is no longer secured by such

Lien, except that the foregoing restriction shall not apply to:

(a)

Liens existing on the date of the initial issuance of the 2028 Notes (other than any additional 2028 Notes) or

that the Issuer or any of its Restricted Subsidiaries have agreed to pursuant to the terms of agreements existing on the date of the initial issuance of the 2028 Notes (other than any additional 2028 Notes);

(b)

Liens created or incurred after the date of the initial issuance of the 2028 Notes (other than any additional

2028 Notes) created in favor of the holders of the 2028 Notes;

(c)

Liens in favor of the Issuer or one of its Subsidiaries;

(d)

(i) Liens given to secure (or to secure Indebtedness incurred or guaranteed by the Issuer or any of its

Restricted Subsidiaries for the purpose of financing) the payment of all or any portion of the purchase price for the acquisition (including acquisition through merger or consolidation or the acquisition of a Person directly or indirectly owning

such property) of any Property, including capital lease or purchase money transactions in connection with any such acquisition, or all or any portion of the cost of refurbishment, improvement, expansion, renovation, development or construction of

any Property; provided that with respect to this clause (i), the Liens shall be given prior to, at the time of or within 12 months after such acquisition, or completion of such refurbishment, improvement, expansion, renovation, development or

construction, or the full operation of such Property, whichever is latest, and shall attach solely to such Property (including

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any refurbishments, improvements, expansions, renovations, development or construction thereof or then or thereafter placed thereon) and any proceeds thereof; and (ii) Liens existing on all

or any portion of any Property at the time of acquisition thereof (including acquisition through merger or consolidation or the acquisition of a Person then directly or indirectly owning such property) whether or not such existing Liens were given

to secure (or to secure Indebtedness incurred or guaranteed by the Issuer or any of its Restricted Subsidiaries for the purpose of financing) the payment of the purchase price of such Property;

(e)

Liens on any Property in favor of the United States of America or any state thereof, or in favor of any other

country, or any political subdivision, department, agency or instrumentality thereof to secure progress or other payments pursuant to any contract or statute or to secure Indebtedness incurred or guaranteed for the purpose of financing all or any

portion of the cost of acquiring, refurbishing, improving, expanding, renovating, developing or constructing such Property, including Liens incurred in connection with pollution control, industrial revenue or similar financing;

(f)

statutory or legislative Liens or other similar Liens (including pledges, deposits, carriers’,

warehousemen’s, mechanics’, materialmen’s, repairmen’s and other like Liens imposed by law) arising in the ordinary course of the Issuer or any of its Restricted Subsidiaries’ business, or Liens arising out of

government contracts;

(g)

Liens in connection with legal proceedings, including Liens arising out of judgments or awards, in each case so

long as such Lien is adequately bonded and any appropriate legal proceedings that may have been initiated for the review of such judgment, decree or order shall not have been finally terminated or the period within which such proceedings may be

initiated shall not have expired;

(h)

Liens for taxes or assessments, landlord’s Liens and Liens and charges, in each case (i) not yet due

or payable or subject to penalties for non-payment or which the Issuer is contesting in good faith by appropriate proceedings and (ii) incidental to the conduct of the business or the ownership of the

Issuer’s assets or those of a Restricted Subsidiary;

(i)

Liens incurred in connection with an acquisition of assets or a project financed on a non recourse basis;

(j)

deposits to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal

bonds, performance bonds and other obligations of a like nature, in each case in the ordinary course of business;

(k)

easements, zoning restrictions,

rights-of-way and similar encumbrances on real property imposed by law or arising in the ordinary course of business that do not secure any monetary obligations and do

not materially detract from the value of the affected property or interfere with the ordinary conduct of the Issuer’s business;

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(l)

Liens securing obligations arising under or related to (a) the transfer of cash or other property with

respect to any credit or debit card charge, check or other instrument, electronic funds transfer, or other type of paper-based or electronic payment, transfer, or charge transaction for which a Person acts as a processor, remitter, funds recipient

or funds transmitter in the ordinary course of its business (each such transaction, a “Settlement”) and (b) any payment or reimbursement obligation in respect of the transfer, or contractual undertaking (including by automated

clearing house transaction) to effect a transfer, of cash or other property to effect a Settlement (including, for the avoidance of doubt, any agreement with a bank or financial institution providing for short term financing for the purpose of

funding any Settlement);

(m)

Liens securing securitized indebtedness and receivables factoring, discounting, facilities or securitizations;

and

(n)

any extensions, renewals or replacements of any Lien referred to in clauses (a) through (m) without

increase of the principal of the Indebtedness secured by such Lien (except to the extent of any fees or other costs associated with any such extension, renewal or replacement); provided, however, that any Liens permitted by any of

clauses (a) through (m) shall not extend to or cover any of the Issuer’s property or the property of any of its Subsidiaries, as the case may be, other than the property specified in such clauses and improvements to such property.

Notwithstanding the foregoing, the Issuer or any of its Restricted Subsidiaries may, without equally and ratably

securing the 2028 Notes, create or incur Liens which would otherwise be subject to the restrictions set forth in the preceding paragraph, if after giving effect thereto and to the retirement of any Indebtedness that is being retired substantially

concurrently, Aggregate Debt does not exceed the greater of (1) 20% of the Issuer’s Consolidated Net Tangible Assets on a consolidated basis calculated as of the date of the creation or incurrence of the Lien and (2) $3.5 billion.

Limitation on Sale and Leaseback Transactions. The Issuer covenants that, so long as any of the 2028 Notes remain outstanding, it shall not, nor shall

it permit any of its Restricted Subsidiaries to, enter into any arrangement with any Person providing for the leasing by the Issuer or any of its Restricted Subsidiaries of any Principal Property, whether now owned or hereafter acquired, that has

been or is to be sold or transferred by the Issuer or such Restricted Subsidiary to such Person with the intention of taking back a lease of such Principal Property, a “sale and leaseback transaction,” unless:

(a)

such transaction was entered into prior to the date of the initial issuance of the 2028 Notes (other than any

additional 2028 Notes) or any extension, renewal, refinancing, replacement, amendment or modification of such transaction so long as the affected Principal Property is substantially the same as or similar in nature to the Principal Property subject

to the sale and leaseback transaction extended, renewed, refinanced, replaced, amended or modified;

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(b)

such transaction was for the sale and leasing back to the Issuer or any of its wholly- owned Subsidiaries of

any Principal Property by one of the Issuer’s Restricted Subsidiaries;

(c)

such transaction involves a lease for not more than three years (or which may be terminated by the Issuer or

its Restricted Subsidiaries within a period of not more than three years);

(d)

the Issuer would be entitled to incur Indebtedness secured by a Lien with respect to such sale and leaseback

transaction without equally and ratably securing the 2028 Notes pursuant to the first paragraph of the “—Limitation on Liens” covenant described above; or

(e)

the Issuer or any of its Restricted Subsidiaries applies an amount equal to the net proceeds from the sale of

such Principal Property to the purchase of other property or assets used or useful in its business (including the purchase or development of other Principal Property) or to the retirement of Indebtedness that is pari passu with the 2028 Notes

(including the 2028 Notes) within 365 days before or after the effective date of any such sale and leaseback transaction, provided that, in lieu of applying such amount to the retirement of pari passu Indebtedness, the Issuer may deliver 2028 Notes

to the Trustee for cancellation, such 2028 Notes to be credited at the cost thereof.

Notwithstanding the restrictions

set forth in the preceding paragraph, the Issuer or any of its Restricted Subsidiaries may enter into any sale and leaseback transaction which would otherwise be subject to the foregoing restrictions, if after giving effect thereto Aggregate Debt

does not exceed the greater of (1) 20% of the Issuer’s Consolidated Net Tangible Assets on a consolidated basis calculated as of the relevant date of determination and (2) $3.5 billion.

“Aggregate Debt” means the sum of the following, as of the date of determination: (1) the aggregate principal amount of the

Issuer’s and its Restricted Subsidiaries’ Indebtedness incurred after the date of initial issuance of the 2028 Notes and secured by Liens not permitted by the first paragraph under “—Limitation on Liens” above and

(2) the Issuer’s and its Restricted Subsidiaries’ Attributable Debt in respect of sale and leaseback transactions entered into after the date of the initial issuance of the 2028 Notes pursuant to the second paragraph of

“—Limitation on Sale and Leaseback Transactions” above.

“Attributable Debt” means, with respect to any sale

and leaseback transaction, at the time of determination, the lesser of (1) the fair market value of such Principal Property as determined in good faith by the Issuer’s board of directors, and (2) the total obligation (discounted to

the present value at the implicit interest factor, determined in accordance with GAAP, included in the rental payments) of the lessee for rental payments (other than amounts required to be paid on account of property taxes as well as maintenance,

repairs, insurance, water rates and other items which do not constitute payments for property rights) during the remaining portion of the base term of the lease included in such transaction.

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“Consolidated Net Tangible Assets” means, as of any date of determination, the

aggregate amount of assets after deducting therefrom: (1) all current liabilities, except for notes and loans payable, current maturities of long-term debt, current portion of convertible securities, current portion of deferred revenue and

obligations under capital leases; and (2) intangible assets to the extent included in the aggregate amount of assets, net of applicable reserves and any amortized amounts, all as reflected on the Issuer’s most recent consolidated balance

sheet prepared in accordance with GAAP.

“GAAP” means accounting principles generally accepted in the United States of

America, which are in effect as of the date of application thereof.

“Indebtedness” of any specified Person means, without

duplication, indebtedness of such Person for borrowed money (including, without limitation, indebtedness for borrowed money evidenced by notes, bonds, debentures or similar instruments).

“Principal Property” means any single parcel of real property or any permanent improvement thereon (1) owned by the Issuer or

any of its Restricted Subsidiaries located in the United States, including the Issuer’s principal corporate office, any other offices or data centers or any portion thereof and (2) having a book value, as of the date of determination, in

excess of 3% of the Issuer’s Consolidated Net Tangible Assets. Principal Property does not include any property that the Issuer’s board of directors has determined not to be of material importance to the business conducted by the

Issuer’s Subsidiaries and the Issuer, taken as a whole.

“Restricted Subsidiary” means any subsidiary of the Issuer that

constitutes a “significant subsidiary” (as such term is defined in Regulation S-X, promulgated pursuant to the Securities Act), excluding (a) any subsidiary which is not organized under the

laws of any state of the United States of America, (b) any subsidiary which conducts the major portion of its business outside the United States of America and (c) any subsidiary of any of the foregoing.

21.

Conversion and Exchange. The 2028 Notes shall not be convertible into or exchangeable for any other

security.

22.

Additional Issues. The Issuer may, without notice to or the consent of the Holders of the 2028 Notes,

create and issue additional 2028 Notes with the same terms as the 2028 Notes issued on May 15, 2026 (the “Initial 2028 Notes”), except for the issue date, the offering price and, under certain circumstances, the first interest

payment date. Such additional 2028 Notes shall be consolidated and form a single series with the Initial 2028 Notes; provided that if such additional 2028 Notes are not fungible with the Initial 2028 Notes for U.S. federal income tax

purposes, such additional 2028 Notes will have one or more separate CUSIP numbers. No additional 2028 Notes may be issued if an Event of Default has occurred and is continuing with respect to the 2028 Notes.

23.

Definitions. Capitalized terms used but not otherwise defined in this Annex shall have the respective

meanings ascribed to such terms in the Indenture.

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As used herein, the following term has the specified meaning:

“Business Day” means any Monday, Tuesday, Wednesday, Thursday or Friday which is not a day when banking institutions in the City of

New York are authorized or obligated by law or executive order to be closed.

24.

Other Terms. The 2028 Notes shall have the other terms and shall be substantially in the form set forth

in the form of the 2028 Notes attached hereto as Annex A-1. In case of any conflict between this Annex or the form of the 2028 Notes and the Indenture, this Annex or the form of the 2028 Notes shall control,

as applicable.

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ANNEX A-1

FORM OF 2028 NOTE

REGISTERED

THIS NOTE IS A REGISTERED GLOBAL

SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. UNLESS AND UNTIL THIS NOTE IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE REGISTERED FORM,

THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO THE NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR

DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.

No. R–A1

CUSIP NO. 70450YAU7

ISIN NO. US70450YAU73

PAYPAL HOLDINGS, INC.

4.550% Notes due 2028

PayPal

Holdings, Inc., a Delaware corporation (the “Issuer,” which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns,

the principal sum of ($ ) on June 1, 2028 and to pay interest on said principal sum from May 15, 2026, or from the most recent interest payment date to which interest has been paid or duly provided

for, semi-annually in arrears on June 1 and December 1 (each such date, an “Interest Payment Date”) of each year commencing on December 1, 2026, at the rate of 4.550% per annum until the principal hereof shall have become

due and payable.

The amount of interest payable on any Interest Payment Date shall be computed on the basis of a 360-day year composed of twelve 30-day months. In the event that any date on which the principal or interest payable on this Note is not a Business Day, then payment of

principal or interest payable on such date will be made on the next succeeding day that is a Business Day (and without any interest or other payment in respect of such delay). The interest installment so payable, and punctually paid or duly provided

for, on any Interest Payment Date will, as provided in the Indenture (referred to on the reverse hereof) be paid to the Person in whose name this Note is registered at the close of business on the record date for such interest installment, which

shall be the close of business on the immediately preceding May 15 and November 15 prior to such Interest Payment Date, as applicable (whether or not such record date is a Business Day). Any such interest installment not punctually paid or

duly provided for shall forthwith cease to be payable to the registered Holders on such record date and may be paid to the Person in whose name this Note is registered at the close of business on a subsequent record date (which shall be not less

than five Business Days prior to the date of payment of such defaulted interest), notice whereof shall be sent by or on behalf of the Issuer to the registered Holders of Notes not less than 15 days preceding such subsequent record date, all as more

fully provided in the Indenture. The principal of and the

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interest on this Note shall be payable at the office or agency of the Issuer maintained for that purpose in any coin or currency of the United States of America that at the time of payment is

legal tender for payment of public and private debts; provided, however, that payment of interest, to the extent this Note is not represented by a Registered Global Security, may be made at the option of the Issuer by check sent to the

Person entitled thereto at such address as shall appear in the registry books of the Issuer; provided, further, that for so long as this Note is represented by a Registered Global Security, payment of principal, premium, if any, or

interest on this Note may be made by wire transfer to the account of the Depositary or its nominee in accordance with the Applicable Procedures.

Unless the certificate of authentication hereon has been executed by or on behalf of the Trustee (as defined below) under the Indenture (as

defined below), by the manual signature of one of its authorized signatories, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

Capitalized terms used in this Note which are defined in the Indenture shall have the respective meanings assigned to them in the Indenture.

The provisions of this Note are continued on the reverse side hereof and such continued provisions shall for all purposes have the same

effect as though fully set forth at this place.

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IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly executed, manually or

in facsimile.

PAYPAL HOLDINGS, INC.

By:

Name:

Title:

CERTIFICATE OF AUTHENTICATION

This

is one of the Securities

referred to in the within-mentioned

Indenture.

COMPUTERSHARE TRUST COMPANY, N.A.,

as Trustee By:

By:

Authorized Signatory

Dated:

[Signature Page to 2028 Global Note – A1]

[REVERSE SIDE OF NOTE]

This Note is one of a duly authorized series of Securities of the Issuer designated as its 4.550% Notes due 2028 (the “Notes”).

The Notes are all issued or to be issued under and pursuant to an Indenture, dated as of September 26, 2019 (the “Indenture”), duly executed and delivered between the Issuer and Computershare Trust Company, N.A., as successor to

Wells Fargo Bank, National Association, as trustee with respect to the Notes (the “Trustee”), to which the Indenture and the Officer’s Certificate setting forth the terms of the Notes is hereby made for a statement of the

respective rights thereunder of the Issuer, the Trustee and the Holders of the Notes and the terms upon which the Notes are to be authenticated and delivered. The Notes are Senior Securities within the meaning of the Indenture.

The Notes are issuable only as Registered Securities in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. As

provided in the Indenture and subject to certain limitations therein set forth, the Notes are exchangeable for a like aggregate principal amount of Notes as requested by the Holder surrendering the same.

Except as set forth below, this Note is not redeemable. This Note is not entitled to the benefit of a sinking fund or any analogous provision.

Prior to June 1, 2028, the Notes may be redeemed, in whole at any time or in part from time to time, at the option of the Issuer,

for cash, at a redemption price equal to the greater of (i) 100% of the principal amount of the Notes to be redeemed or (ii) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon, discounted to

the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 10 basis points less

(b) interest accrued and unpaid thereon to the redemption date, plus, in each case, accrued and unpaid interest, if any, thereon to, but not including, the date of redemption; provided that the principal amount of any Note remaining

outstanding after a redemption in part shall be $2,000 or an integral multiple of $1,000 in excess thereof. Notwithstanding the foregoing, installments of interest on Notes that are due and payable on interest payment dates falling on or prior to a

redemption date will be payable on the interest payment date to the registered Holders as of the close of business on the relevant record date. The Issuer’s actions and determinations in determining the redemption price shall be conclusive and

binding for all purposes, absent manifest error. Notices will be sent (or in the case of Notes held in book-entry form, be transmitted electronically) to Holders of the Notes to be redeemed at least 10 and not more than 60 days prior to the date

fixed for redemption, except that redemption notices may be sent more than 60 days prior to a redemption if the notice is issued in connection with a legal or covenant defeasance of the Notes or a satisfaction and discharge of the Notes and the

Indenture pursuant to Section 10.1 of the Indenture. Unless the Issuer defaults in payment of the redemption price, on and after the redemption date, interest will cease to accrue on the Notes or portions thereof called for redemption. If less

than all of the Notes are to be redeemed, the Notes to be redeemed will be selected by the Trustee by lot or in accordance with the Applicable Procedures. Any redemption or notice of redemption may, at the Issuer’s discretion, be subject to

one or more conditions precedent, including the completion of an offering of capital stock of the Issuer or other corporate transaction. If such redemption is subject to satisfaction of one or more conditions precedent, such notice shall describe

each such condition, and if applicable, shall state that, in the Issuer’s discretion, the redemption date may be delayed until such time (including more

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than 60 days after the date the notice of redemption was sent, including by electronic transmission) as any or all such conditions shall be satisfied, or such redemption may not occur and such

notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption date, or by the redemption date as so delayed, or such notice may be rescinded at any time in the Issuer’s discretion if in

the good faith judgment of the Issuer any or all of such conditions will not be satisfied. In addition, the Issuer may provide in such notice that payment of the redemption price and performance of the Issuer’s obligations with respect to such

redemption may be performed by another person. Subject to the Depository Trust Company’s applicable procedures, the Issuer shall provide written notice to the Trustee not later than 9:00 a.m. New York City time on the redemption date if such

notice has been delayed or rescinded, and upon receipt the Trustee shall provide such notice to each Holder of the Notes in the same manner in which the notice of redemption was given, in the name and at the expense of the Issuer.

“Treasury Rate” means, with respect to any redemption date, the yield determined by the Issuer in accordance with the following

two sub-paragraphs:

•

The Treasury Rate shall be determined by the Issuer after 4:15 p.m., New York City time (or after such time as

maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the redemption date.

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•

If on the third business day preceding the redemption date H.15 TCM is no longer published, the Issuer shall

are two or more United States Treasury securities maturing on June 1, 2028 or two or more United States Treasury securities meeting the criteria of the preceding sentence, the Issuer shall select from among these two or more United States

Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid and asked prices for such United States Treasury securities at 11:00 a.m., New York City time. In determining the Treasury Rate

in accordance with the terms of this sub-paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shall be based upon the average of the bid and asked prices (expressed as

a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three decimal places.

If a Change of Control Repurchase Event occurs, unless the Issuer has previously exercised its right to redeem the Notes in whole as described

above, the Issuer will be required to make an offer to each Holder of Notes to repurchase all or any part (in minimum denominations of $2,000 and integral multiples of $1,000 above that amount) of such Holder’s Notes at a repurchase price in

cash equal to 101% of the aggregate principal amount of Notes repurchased plus any accrued and unpaid interest, if any, on the Notes repurchased to, but not including, the date of such repurchase. Within 30 days following any Change of Control

Repurchase Event or, at the Issuer’s option, prior to any Change of Control, but after the public announcement of an impending Change of Control, the Issuer will send a notice to each Holder, with a copy to the Trustee, describing the

transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and offering to repurchase Notes on the payment date specified in the notice, which date will be no earlier than 10 days and no later than 60 days

from the date such notice is sent (the “Change of Control Payment Date”). The notice shall, if sent prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control

Repurchase Event occurring on or prior to the payment date specified in the notice.

The Issuer will comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder, to the extent those laws and regulations are applicable in

connection with the repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent that

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the provisions of any securities laws or regulations conflict with the Change of Control Repurchase Event provisions of the Notes, the Issuer will comply with the applicable securities laws and

regulations and will not be deemed to have breached its obligations under the Change of Control Repurchase Event provisions of the Notes by virtue of such conflict.

On the Change of Control Payment Date, the Issuer will be required, to the extent lawful, to:

(a)

accept for payment all Notes or portions of Notes (in minimum denominations of $2,000 and integral multiples of

$1,000 above that amount) properly tendered pursuant to the Issuer’s offer;

(b)

deposit with the paying agent, no later than 11:00 a.m., New York City time, an amount equal to the aggregate

purchase price in respect of all Notes or portions of Notes properly tendered; and

(c)

deliver or cause to be delivered to the Trustee for cancellation the Notes properly accepted, together with an

Officer’s Certificate stating the aggregate principal amount of Notes being repurchased by the Issuer.

The paying

agent will promptly mail (or, in the case of Notes held in book-entry form, transmit electronically) to each Holder of Notes properly tendered the repurchase price for such Notes, and the Trustee will promptly authenticate and mail (or cause to be

transferred by book-entry) to each Holder a new Note equal in principal amount to any unrepurchased portion of any Notes surrendered; provided, that each new Note will be in minimum denominations of $2,000 and integral multiples of $1,000

above that amount.

The Issuer will not be required to make an offer to repurchase the Notes upon a Change of Control Repurchase Event if

a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Issuer as set forth herein and the third party repurchases all Notes properly tendered and not withdrawn under

its offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Issuer as set forth herein. In addition, the Issuer will not be required to, and will not, make an offer to repurchase any Notes if

there has occurred and is continuing on the Change of Control Payment Date an Event of Default with respect to the Notes.

If Holders of

not less than 90% in aggregate principal amount of the Notes then outstanding validly tender and do not withdraw such Notes in an offer to repurchase the Notes upon a Change of Control Repurchase Event and the Issuer, or any third party making such

an offer in lieu of the Issuer as described above, purchases all of such Notes properly tendered and not withdrawn by such Holders, the Issuer or such third party will have the right, upon not less than 10 days’ nor more than 60 days’

prior notice (provided, that such notice is given not more than 60 days following such repurchase pursuant to the offer to repurchase the Notes upon a Change of Control Repurchase Event described above) to redeem all Notes that remain outstanding

following such purchase on a date specified in such notice (the “Second Change of Control Payment Date”) and at a price in cash equal to 101% of the aggregate principal amount of the Notes repurchased plus accrued and unpaid interest, if

any, on the Notes repurchased to, but excluding, the Second Change of Control Payment Date.

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“Below Investment Grade Rating Event” means the Notes are rated below an

public notice of the occurrence of the Change of Control (which 60-day period shall be extended so long as the rating of the Notes is under publicly announced consideration for possible downgrade by any of the

Rating Agencies).

“Change of Control” means the occurrence of any of the following: (1) the direct or indirect sale,

transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of the Issuer and its Subsidiaries, taken as a whole, to

any “person” (as that term is used in Section 13(d)(3) of the Exchange Act) other than the Issuer or one of its Subsidiaries; (2) the consummation of any transaction (including, without limitation, any merger or consolidation)

the result of which is that any “person” (as that term is used in Section 13(d)(3) of the Exchange Act) becomes the beneficial owner, directly or indirectly, of more than 50% of the then outstanding number of shares or voting power

of the Issuer’s Voting Equity Interests; (3) the adoption of a plan by the Issuer’s board of directors relating to the Issuer’s liquidation or dissolution; or (4) the Issuer consolidates with, or merges with or into, any

Person, or any Person consolidates with, or merges with or into, the Issuer, in any such event pursuant to a transaction in which any of the Issuer’s outstanding Voting Equity Interests or the outstanding Voting Equity Interests of such other

Person is converted into or exchanged for cash, securities or other property, other than any such transaction where the shares of the Issuer’s Voting Equity Interests outstanding immediately prior to such transaction constitute, or are

converted into or exchanged for, a majority of the Voting Equity Interests of the surviving Person or parent entity thereof immediately after giving effect to such transaction. Notwithstanding the foregoing, a transaction will not be deemed to

result in a Change of Control if (a) the Issuer becomes a wholly-owned Subsidiary of another Person and (b) immediately following that transaction, a majority of Voting Equity Interests of such Person is held by the direct or indirect

Holders of the Issuer’s Voting Equity Interests immediately prior to such transaction and in substantially the same proportions as immediately prior to such transaction.

“Change of Control Repurchase Event” means the occurrence of both a Change of Control and a Below Investment Grade Rating Event.

“Fitch” means Fitch Inc., a subsidiary of Fimalac, S.A.

“Investment Grade Rating” means a rating equal to or higher than BBB- (or the equivalent)

by Fitch, BBB- (or the equivalent) by S&P and Baa3 (or the equivalent) by Moody’s.

“Moody’s” means Moody’s Investors Service, Inc., a subsidiary of Moody’s Corporation, and its successors.

“Rating Agencies” means (1) each of Fitch, S&P and Moody’s; and (2) if any of Fitch, S&P or Moody’s

ceases to rate the Notes or fails to make a rating of the Notes publicly available for reasons outside of the Issuer’s control, a “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62)

under the Exchange Act, selected by the Issuer as a replacement agency for Fitch, S&P or Moody’s, or some or all of them, as the case may be.

A-1-8

“S&P” means Standard & Poor’s Ratings Services, a division of

The McGraw-Hill Companies, Inc.

If an Event of Default with respect to the Notes shall occur and be continuing, the principal of all the

Notes may be declared due and payable in the manner and with the effect provided in the Indenture.

No reference herein to the Indenture

and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on this Note at the time, place and rate, and in the coin or currency,

herein prescribed.

As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note may be

registered on the books of the Registrar, upon surrender of this Note for registration of transfer at the office or agency of the Issuer maintained by the Issuer for such purpose in the contiguous United States of America, which shall initially be

the Corporate Trust Office, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Trustee duly executed by, the Holder hereof or by its attorney duly authorized in writing, and thereupon one

or more new Notes of authorized denominations and for the same aggregate principal amount will be issued to the designated transferee or transferees.

No service charge shall be made for any such registration of transfer or exchange, but the Issuer may require payment of a sum sufficient to

cover any tax or other governmental charge that may be imposed in connection therewith.

Prior to due presentment of this Note for

registration of transfer, the Issuer, the Trustee and any agent of the Issuer or the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the

Issuer, the Trustee nor any such agent shall be affected by notice to the contrary.

THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN

ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, INCLUDING, WITHOUT LIMITATION, SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.

A-1-9

[FORM OF SCHEDULE FOR ENDORSEMENTS ON REGISTERED

GLOBAL SECURITIES TO REFLECT CHANGES IN PRINCIPAL AMOUNT]

Schedule A

Changes to Principal

Amount of Registered Global Securities

Date

Principal Amount

of Notes

by which this Registered Global

Security is to be

Reduced or

Increased,

and Reason for

Reduction or Increase

Remaining Principal

Amount of this

Registered

Global Security

Notation Made By

A-1-10

ANNEX B

Pursuant to Section 2.3 of the Indenture, dated as of September 26, 2019 (the “Indenture”), between PayPal Holdings,

to the Indenture are as follows:

Designation. The designation of the securities is “4.950% Notes due 2031” (the “2031

Notes”).

Initial Aggregate Principal Amount. The 2031 Notes shall be limited in initial aggregate principal

amount to $850,000,000 (except for 2031 Notes authenticated and delivered upon registration of transfer or exchange in accordance with the Indenture or this Annex B (this “Annex”)).

Currency Denomination. The 2031 Notes shall be denominated in U.S. Dollars.

Maturity. The date on which the principal of the 2031 Notes is payable is June 1, 2031.

Rate of Interest; Interest Payment Date; Regular Record Dates. Each 2031 Note shall bear interest from

May 15, 2026 at 4.950% per annum until the principal thereof is paid. Such interest shall be payable semi-annually in arrears on June 1 and December 1 of each year, commencing on December 1, 2026, to the Persons in whose names

the 2031 Notes are registered at the close of business on the immediately preceding May 15 and November 15, respectively (whether or not such record date is a Business Day). Interest on the 2031 Notes shall accrue from the most recent date

to which interest has been paid or, if no interest has been paid, from May 15, 2026. Interest on the 2031 Notes shall be computed on the basis of a 360-day year composed of twelve 30-day months. In the event that any date on which principal, premium, if any, or interest is payable on the 2031 Notes is not a Business Day, then payment of the principal, premium, if any, or interest payable on

such date will be made on the next succeeding day that is a Business Day (and no additional interest shall accrue as a result of such delay in payment).

Place of Payment. Principal of, premium, if any, and interest on the 2031 Notes shall be payable, and

the transfer of the 2031 Notes shall be registrable, at the office or agency of the Issuer to be maintained for such purpose in the contiguous United States of America, which shall initially be the Corporate Trust Office, except that, at the option

of the Issuer, interest may be paid by sending a check to the address of the Person entitled thereto as it appears on the 2031 Notes register; provided, however, that while any 2031 Notes are represented by a Registered Global Security,

payment of principal of, premium, if any, or interest on the 2031 Notes may be made by wire transfer to the account of the Depositary or its nominee in accordance with the Applicable Procedures.

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Optional Redemption. Prior to May 1, 2031, the 2031 Notes may be redeemed, in whole at any time or

in part from time to time, at the option of the Issuer, for cash, at a redemption price equal to the greater of (i) 100% of the principal amount of the 2031 Notes to be redeemed or (ii) (a) the sum of the present values of the remaining

scheduled payments of principal and interest thereon discounted to the date of redemption (assuming the 2031 Notes matured on May 1, 2031) on a semi-annual basis (assuming a 360-day year consisting of

twelve 30-day months) at the Treasury Rate, plus 15 basis points less (b) interest accrued and unpaid thereon to the redemption date, plus, in each case, accrued and unpaid interest, if any, thereon to,

but not including, the date of redemption; provided that the principal amount of any 2031 Note remaining outstanding after a redemption in part shall be $2,000 or an integral multiple of $1,000 in excess thereof. In addition, on or after

May 1, 2031 the Issuer may redeem the 2031 Notes, in whole at any time or in part from time to time, at its option, for cash, at a redemption price equal to 100% of the principal amount of the 2031 Notes to be redeemed, plus accrued and unpaid

interest to, but not including, the redemption date. Notwithstanding the foregoing, installments of interest on the 2031 Notes that are due and payable on interest payment dates falling on or prior to a redemption date will be payable on the

interest payment date to the registered Holders as of the close of business on the relevant record date. The Issuer’s actions and determinations in determining the redemption price shall be conclusive and binding for all purposes, absent

manifest error. Notices of any redemption will be mailed (or in the case of 2031 Notes held in book-entry form, be transmitted electronically) at least 10 days but not more than 60 days before the redemption date to Holders of the 2031 Notes to be

redeemed, except that redemption notices may be delivered more than 60 days prior to a redemption if the notice is issued in connection with a legal or covenant defeasance of the 2031 Notes or a satisfaction and discharge of the Notes and the

Indenture pursuant to Section 10.1 of the Indenture. Unless the Issuer defaults in payment of the redemption price, on and after the redemption date, interest will cease to accrue on the 2031 Notes or portions thereof called for redemption. If

less than all of the 2031 Notes are to be redeemed, the 2031 Notes to be redeemed will be selected by the Trustee by lot or in accordance with the Applicable Procedures. Any redemption or notice of redemption may, at the Issuer’s discretion,

be subject to one or more conditions precedent, including the completion of an offering of capital stock of the Issuer or other corporate transaction. If such redemption is subject to satisfaction of one or more conditions precedent, such notice

shall describe each such condition, and if applicable, shall state that, in the Issuer’s discretion, the redemption date may be delayed until such time (including more than 60 days after the date the notice of redemption was sent, including by

electronic transmission) as any or all such conditions shall be satisfied, or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption date, or by the

redemption date as so delayed, or such notice may be rescinded at any time in the Issuer’s discretion if in the good faith judgment of the Issuer any or all of such conditions will not be satisfied. In addition, the Issuer may provide in such

notice that payment of the redemption

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price and performance of the Issuer’s obligations with respect to such redemption may be performed by another person. Subject to the Depository Trust Company’s applicable procedures,

the Issuer shall provide written notice to the Trustee not later than 9:00 a.m. New York City time on the redemption date if such notice has been delayed or rescinded, and upon receipt the Trustee shall provide such notice to each Holder of the

notes in the same manner in which the notice of redemption was given, in the name and at the expense of the Issuer.

“Treasury Rate” means, with respect to any redemption date, the yield determined by the Issuer in accordance with the following two

sub-paragraphs:

•

The Treasury Rate shall be determined by the Issuer after 4:15 p.m., New York City time (or after such time as

select, as applicable: (1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the redemption date to May 1, 2031 (the “Remaining Life”); (2) if there is no such Treasury constant maturity on

than, the Remaining Life – and shall interpolate to May 1, 2031 on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or (3) if there is no such Treasury

maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the redemption date.

•

If on the third business day preceding the redemption date H.15 TCM is no longer published, the Issuer shall

maturing on, or with a maturity that is closest to, May 1, 2031. If there is no United States Treasury security maturing on May 1, 2031 but there are two or more United States Treasury securities with a maturity date equally distant

B-3

from May 1, 2031, one with a maturity date preceding May 1, 2031 and one with a maturity date following May 1, 2031, the Issuer shall select the United States Treasury security

with a maturity date preceding May 1, 2031. If there are two or more United States Treasury securities maturing on May 1, 2031 or two or more United States Treasury securities meeting the criteria of the preceding sentence, the Issuer

shall select from among these two or more United States Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid and asked prices for such United States Treasury securities at 11:00

a.m., New York City time. In determining the Treasury Rate in accordance with the terms of this sub-paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shall be based

upon the average of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three decimal places.

Change of Control Repurchase Event. If a Change of Control Repurchase Event occurs, unless the Issuer

has previously exercised its right to redeem the 2031 Notes in whole as described in Section 7 above, the Issuer will be required to make an offer to each Holder of 2031 Notes to repurchase all or any part (in minimum denominations of $2,000

and integral multiples of $1,000 above that amount) of such Holder’s 2031 Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of 2031 Notes repurchased plus any accrued and unpaid interest, if any, on the 2031

consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Repurchase Event occurring on or prior to the payment date specified in the notice.

The Issuer will comply with the requirements of Rule 14e-1 under the Exchange Act, and any other

securities laws and regulations thereunder, to the extent those laws and regulations are applicable in connection with the repurchase of the 2031 Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of any

securities laws or regulations conflict with the Change of Control Repurchase Event provisions of the 2031 Notes, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations

under the Change of Control Repurchase Event provisions of the 2031 Notes by virtue of such conflict.

B-4

On the Change of Control Payment Date, the Issuer will be required, to the extent lawful,

to:

(a)

accept for payment all 2031 Notes or portions of 2031 Notes (in minimum denominations of $2,000 and integral

multiples of $1,000 above that amount) properly tendered pursuant to the Issuer’s offer;

(b)

deposit with the paying agent, no later than 11:00 a.m., New York City time, an amount equal to the aggregate

purchase price in respect of all 2031 Notes or portions of 2031 Notes properly tendered; and

(c)

deliver or cause to be delivered to the Trustee for cancellation the 2031 Notes properly accepted, together

with an Officer’s Certificate stating the aggregate principal amount of 2031 Notes being repurchased by the Issuer.

The paying agent will promptly mail (or, in the case of 2031 Notes held in bookentry form, transmit electronically) to each Holder of 2031

Notes properly tendered the repurchase price for such 2031 Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book-entry) to each Holder a new 2031 Note equal in principal amount to any unrepurchased portion of

any 2031 Notes surrendered; provided, that each new 2031 Note will be in minimum denominations of $2,000 and integral multiples of $1,000 above that amount.

The Issuer will not be required to make an offer to repurchase the 2031 Notes upon a Change of Control Repurchase Event if a third party makes

such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Issuer pursuant to this Section 8 and the third party repurchases all 2031 Notes properly tendered and not withdrawn under its

repurchase any 2031 Notes upon a Change of Control Repurchase Event if there has occurred and is continuing on the Change of Control Payment Date an Event of Default with respect to the 2031 Notes.

If Holders of not less than 90% in aggregate principal amount of the 2031 Notes then outstanding validly tender and do not withdraw such 2031

Notes in an offer to repurchase the 2031 Notes upon a Change of Control Repurchase Event and the Issuer, or any third party making such an offer in lieu of the Issuer as described above, purchases all of such 2031 Notes properly tendered and not

to the offer to repurchase the notes upon a Change of Control Repurchase Event described above) to redeem all 2031 Notes that remain outstanding following such purchase on a date specified in such notice (the “Second Change of Control Payment

Date”) and at a price in cash equal to 101% of the aggregate principal amount of the 2031 Notes repurchased plus accrued and unpaid interest, if any, on the 2031 Notes repurchased to, but excluding, the Second Change of Control Payment Date.

B-5

“Below Investment Grade Rating Event” means the 2031 Notes are rated below an

public notice of the occurrence of the Change of Control (which 60-day period shall be extended so long as the rating of the 2031 Notes is under publicly announced consideration for possible downgrade by any

of the Rating Agencies).

“Change of Control” means the occurrence of any of the following: (1) the direct or indirect

constitute, or are converted into or exchanged for, a majority of the Voting Equity Interests of the surviving Person or parent entity thereof immediately after giving effect to such transaction.

Notwithstanding the foregoing, a transaction will not be deemed to result in a Change of Control if (a) the Issuer becomes a wholly-owned

transaction and in substantially the same proportions as immediately prior to such transaction.

“Change of Control Repurchase

Event” means the occurrence of both a Change of Control and a Below Investment Grade Rating Event.

“Fitch” means Fitch

Inc., a subsidiary of Fimalac, S.A.

B-6

“Investment Grade Rating” means a rating equal to or higher than BBB- (or the equivalent) by Fitch, BBB- (or the equivalent) by S&P and Baa3 (or the equivalent) by Moody’s.

“Moody’s” means Moody’s Investors Service, Inc., a subsidiary of Moody’s Corporation, and its successors.

“Rating Agencies” means (1) each of Fitch, S&P and Moody’s; and (2) if any of Fitch, S&P or Moody’s

ceases to rate the 2031 Notes or fails to make a rating of the 2031 Notes publicly available for reasons outside of the Issuer’s control, a “nationally recognized statistical rating organization” within the meaning of

Section 3(a)(62) under the Exchange Act, selected by the Issuer as a replacement agency for Fitch, S&P or Moody’s, or some or all of them, as the case may be.

“S&P” means Standard & Poor’s Ratings Services, a division of The McGraw- Hill Companies, Inc.

Mandatory Redemption. Other than with respect to a Change of Control Repurchase Event as described

above, the 2031 Notes are not mandatorily redeemable. The 2031 Notes are not entitled to the benefit of a sinking fund or any analogous provisions.

10.

Denominations. The 2031 Notes shall be issued initially in minimum denominations of $2,000 and shall be

issued in integral multiples of $1,000 in excess thereof.

11.

Amount Payable Upon Acceleration. The principal of the 2031 Notes shall be payable upon declaration of

acceleration pursuant to Section 5.1 of the Indenture. The 2031 Notes shall not be Original Issue Discount Securities within the meaning of the Indenture.

12.

Payment Currency. Principal and interest on the 2031 Notes, including payments made upon any redemption

of the 2031 Notes, shall be payable in U.S. Dollars.

13.

Payment Currency – Election. The principal of and interest on the 2031 Notes shall not be payable

in a currency other than U.S. Dollars.

14.

Payment Currency – Index. The principal of and interest on the 2031 Notes shall not be determined

with reference to an index based on a coin or currency.

15.

Registered Securities. The 2031 Notes shall be issued only as Registered Securities. The 2031 Notes

shall initially be issuable as Registered Global Securities, subject to Section 2.8 of the Indenture.

16.

Additional Amounts. The Issuer shall not pay additional amounts on the 2031 Notes held by a Person that

is not a U.S. Person in respect of taxes or similar charges withheld or deducted.

B-7

17.

Definitive Certificates. Section 2.8 of the Indenture will govern the transferability of the 2031

Notes in definitive form.

18.

Registrar; Paying Agent; Depositary. The Trustee shall initially serve as the registrar and the paying

agent for the 2031 Notes. The Depository Trust Company shall initially serve as the Depositary for the Registered Global Security representing the 2031 Notes.

19.

Events of Default. In addition to the Events of Default set forth in Section 5.1 of the Indenture,

the failure by the Issuer to repurchase 2031 Notes tendered for repurchase following the occurrence of a Change of Control Repurchase Event in conformity with the covenant set forth in Section 8 hereof is an Event of Default with respect to the

2031 Notes.

20.

Covenants. There shall be the following additions to the covenants of the Issuer set forth in Article

III of the Indenture with respect to the 2031 Notes:

Limitation on Liens. The Issuer covenants that, so long as any of the 2031

without effectively providing that the 2031 Notes shall be secured by a Lien ranking equal to and ratably with (or, at the Issuer’s option, senior to) such secured Indebtedness until such time as such Indebtedness is no longer secured by such

Lien, except that the foregoing restriction shall not apply to:

(a)

Liens existing on the date of the initial issuance of the 2031 Notes (other than any additional 2031 Notes) or

that the Issuer or any of its Restricted Subsidiaries have agreed to pursuant to the terms of agreements existing on the date of the initial issuance of the 2031 Notes (other than any additional 2031 Notes);

(b)

Liens created or incurred after the date of the initial issuance of the 2031 Notes (other than any additional

2031 Notes) created in favor of the holders of the 2031 Notes;

(c)

Liens in favor of the Issuer or one of its Subsidiaries;

(d)

(i) Liens given to secure (or to secure Indebtedness incurred or guaranteed by the Issuer or any of its

B-8

expansion, renovation, development or construction, or the full operation of such Property, whichever is latest, and shall attach solely to such Property (including any refurbishments,

improvements, expansions, renovations, development or construction thereof or then or thereafter placed thereon) and any proceeds thereof; and (ii) Liens existing on all or any portion of any Property at the time of acquisition thereof

(including acquisition through merger or consolidation or the acquisition of a Person then directly or indirectly owning such property) whether or not such existing Liens were given to secure (or to secure Indebtedness incurred or guaranteed by the

Issuer or any of its Restricted Subsidiaries for the purpose of financing) the payment of the purchase price of such Property;

(e)

Liens on any Property in favor of the United States of America or any state thereof, or in favor of any other

(f)

statutory or legislative Liens or other similar Liens (including pledges, deposits, carriers’,

government contracts;

(g)

Liens in connection with legal proceedings, including Liens arising out of judgments or awards, in each case so

initiated shall not have expired;

(h)

Liens for taxes or assessments, landlord’s Liens and Liens and charges, in each case (i) not yet due

Issuer’s assets or those of a Restricted Subsidiary;

(i)

Liens incurred in connection with an acquisition of assets or a project financed on a non recourse basis;

(j)

deposits to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal

bonds, performance bonds and other obligations of a like nature, in each case in the ordinary course of business;

(k)

easements, zoning restrictions,

rights-of-way and similar encumbrances on real property imposed by law or arising in the ordinary course of business that do not secure any monetary obligations and do

not materially detract from the value of the affected property or interfere with the ordinary conduct of the Issuer’s business;

B-9

(l)

Liens securing obligations arising under or related to (a) the transfer of cash or other property with

funding any Settlement);

(m)

Liens securing securitized indebtedness and receivables factoring, discounting, facilities or securitizations;

and

(n)

any extensions, renewals or replacements of any Lien referred to in clauses (a) through (m) without

Notwithstanding the foregoing, the Issuer or any of its Restricted Subsidiaries may, without equally and ratably

securing the 2031 Notes, create or incur Liens which would otherwise be subject to the restrictions set forth in the preceding paragraph, if after giving effect thereto and to the retirement of any Indebtedness that is being retired substantially

Limitation on Sale and Leaseback Transactions. The Issuer covenants that, so long as any of the 2031 Notes remain outstanding, it shall not, nor shall

(a)

such transaction was entered into prior to the date of the initial issuance of the 2031 Notes (other than any

additional 2031 Notes) or any extension, renewal, refinancing, replacement, amendment or modification of such transaction so long as the affected Principal Property is substantially the same as or similar in nature to the Principal Property subject

to the sale and leaseback transaction extended, renewed, refinanced, replaced, amended or modified;

B-10

(b)

such transaction was for the sale and leasing back to the Issuer or any of its wholly- owned Subsidiaries of

any Principal Property by one of the Issuer’s Restricted Subsidiaries;

(c)

such transaction involves a lease for not more than three years (or which may be terminated by the Issuer or

its Restricted Subsidiaries within a period of not more than three years);

(d)

the Issuer would be entitled to incur Indebtedness secured by a Lien with respect to such sale and leaseback

transaction without equally and ratably securing the 2031 Notes pursuant to the first paragraph of the “—Limitation on Liens” covenant described above; or

(e)

the Issuer or any of its Restricted Subsidiaries applies an amount equal to the net proceeds from the sale of

(including the 2031 Notes) within 365 days before or after the effective date of any such sale and leaseback transaction, provided that, in lieu of applying such amount to the retirement of pari passu Indebtedness, the Issuer may deliver 2031 Notes

to the Trustee for cancellation, such 2031 Notes to be credited at the cost thereof.

Notwithstanding the restrictions

does not exceed the greater of (1) 20% of the Issuer’s Consolidated Net Tangible Assets on a consolidated basis calculated as of the relevant date of determination and (2) $3.5 billion.

“Aggregate Debt” means the sum of the following, as of the date of determination: (1) the aggregate principal amount of the

Issuer’s and its Restricted Subsidiaries’ Indebtedness incurred after the date of initial issuance of the 2031 Notes and secured by Liens not permitted by the first paragraph under “—Limitation on Liens” above and

(2) the Issuer’s and its Restricted Subsidiaries’ Attributable Debt in respect of sale and leaseback transactions entered into after the date of the initial issuance of the 2031 Notes pursuant to the second paragraph of

“—Limitation on Sale and Leaseback Transactions” above.

“Attributable Debt” means, with respect to any sale

repairs, insurance, water rates and other items which do not constitute payments for property rights) during the remaining portion of the base term of the lease included in such transaction.

B-11

“Consolidated Net Tangible Assets” means, as of any date of determination, the

sheet prepared in accordance with GAAP.

“GAAP” means accounting principles generally accepted in the United States of

America, which are in effect as of the date of application thereof.

“Indebtedness” of any specified Person means, without

duplication, indebtedness of such Person for borrowed money (including, without limitation, indebtedness for borrowed money evidenced by notes, bonds, debentures or similar instruments).

“Principal Property” means any single parcel of real property or any permanent improvement thereon (1) owned by the Issuer or

Issuer’s Subsidiaries and the Issuer, taken as a whole.

“Restricted Subsidiary” means any subsidiary of the Issuer that

constitutes a “significant subsidiary” (as such term is defined in Regulation S-X, promulgated pursuant to the Securities Act), excluding (a) any subsidiary which is not organized under the

21.

Conversion and Exchange. The 2031 Notes shall not be convertible into or exchangeable for any other

security.

22.

Additional Issues. The Issuer may, without notice to or the consent of the Holders of the 2031 Notes,

create and issue additional 2031 Notes with the same terms as the 2031 Notes issued on May 15, 2026 (the “Initial 2031 Notes”), except for the issue date, the offering price and, under certain circumstances, the first interest

payment date. Such additional 2031 Notes shall be consolidated and form a single series with the Initial 2031 Notes; provided that if such additional 2031 Notes are not fungible with the Initial 2031 Notes for U.S. federal income tax

purposes, such additional 2031 Notes will have one or more separate CUSIP numbers. No additional 2031 Notes may be issued if an Event of Default has occurred and is continuing with respect to the 2031 Notes.

23.

Definitions. Capitalized terms used but not otherwise defined in this Annex shall have the respective

meanings ascribed to such terms in the Indenture.

B-12

As used herein, the following term has the specified meaning:

“Business Day” means any Monday, Tuesday, Wednesday, Thursday or Friday which is not a day when banking institutions in the City of

New York are authorized or obligated by law or executive order to be closed.

24.

Other Terms. The 2031 Notes shall have the other terms and shall be substantially in the form set forth

in the form of the 2031 Notes attached hereto as Annex B-1. In case of any conflict between this Annex or the form of the 2031 Notes and the Indenture, this Annex or the form of the 2031 Notes shall control,

as applicable.

B-13

ANNEX B-1

FORM OF 2031 NOTE

REGISTERED

THIS NOTE IS A REGISTERED GLOBAL

DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.

No. R–B1

CUSIP NO. 70450YAV5

ISIN NO. US70450YAV56

PAYPAL HOLDINGS, INC.

4.950% Notes due 2031

PayPal

the principal sum of ($ ) on June 1, 2031 and to pay interest on said principal sum from May 15, 2026, or from the most recent interest payment date to which interest has been paid or

duly provided for, semi-annually in arrears on June 1 and December 1 (each such date, an “Interest Payment Date”) of each year commencing on December 1, 2026, at the rate of 4.950% per annum until the principal hereof

shall have become due and payable.

fully provided in the Indenture. The principal of and the

B-1-1

interest on this Note shall be payable at the office or agency of the Issuer maintained for that purpose in any coin or currency of the United States of America that at the time of payment is

interest on this Note may be made by wire transfer to the account of the Depositary or its nominee in accordance with the Applicable Procedures.

Unless the certificate of authentication hereon has been executed by or on behalf of the Trustee (as defined below) under the Indenture (as

defined below), by the manual signature of one of its authorized signatories, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

Capitalized terms used in this Note which are defined in the Indenture shall have the respective meanings assigned to them in the Indenture.

The provisions of this Note are continued on the reverse side hereof and such continued provisions shall for all purposes have the same

effect as though fully set forth at this place.

B-1-2

IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly executed, manually or

in facsimile.

PAYPAL HOLDINGS, INC.

By:

Name:

Title:

CERTIFICATE OF AUTHENTICATION

This

is one of the Securities

referred to in the within-mentioned

Indenture.

COMPUTERSHARE TRUST COMPANY, N.A.,

as Trustee By:

By:

Authorized Signatory

Dated:

[Signature Page to 2031 Global Note – B1]

[REVERSE SIDE OF NOTE]

This Note is one of a duly authorized series of Securities of the Issuer designated as its 4.950% Notes due 2031 (the “Notes”).

The Notes are issuable only as Registered Securities in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. As

Except as set forth below, this Note is not redeemable. This Note is not entitled to the benefit of a sinking fund or any analogous provision.

Prior to May 1, 2031, the Notes may be redeemed, in whole at any time or in part from time to time, at the option of the Issuer, for

cash, at a redemption price equal to the greater of (i) 100% of the principal amount of the Notes to be redeemed or (ii) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon, discounted to the

date of redemption (assuming the Notes matured on May 1, 2031) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury

Rate plus 15 basis points less (b) interest accrued and unpaid thereon to the redemption date, plus, in each case, accrued and unpaid interest, if any, thereon to, but not including, the date of redemption; provided that the principal

amount of any Note remaining outstanding after a redemption in part shall be $2,000 or an integral multiple of $1,000 in excess thereof. In addition, on or after May 1, 2031, the Issuer may redeem the Notes, in whole at any time or in part from

time to time, at its option, for cash, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest to, but not including, the redemption date. Notwithstanding the foregoing, installments

of interest on Notes that are due and payable on interest payment dates falling on or prior to a redemption date will be payable on the interest payment date to the registered Holders as of the close of business on the relevant record date. The

Issuer’s actions and determinations in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error. Notices will be sent (or in the case of Notes held in book-entry form, be transmitted

electronically) to Holders of the Notes to be redeemed at least 10 and not more than 60 days prior to the date fixed for redemption, except that redemption notices may be sent more than 60 days prior to a redemption if the notice is issued in

connection with a legal or covenant defeasance of the Notes or a satisfaction and discharge of the Notes and the Indenture pursuant to Section 10.1 of the Indenture. Unless the Issuer defaults in payment of the redemption price, on and after

the redemption date, interest will cease to accrue on the Notes or portions thereof called for redemption. If less than all of the Notes are to be redeemed, the Notes to be redeemed will be selected by the Trustee by lot or in accordance with the

Applicable Procedures. Any redemption or notice of redemption may, at the Issuer’s discretion, be subject to one or more

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conditions precedent, including the completion of an offering of capital stock of the Issuer or other corporate transaction. If such redemption is subject to satisfaction of one or more

conditions precedent, such notice shall describe each such condition, and if applicable, shall state that, in the Issuer’s discretion, the redemption date may be delayed until such time (including more than 60 days after the date the notice of

redemption was sent, including by electronic transmission) as any or all such conditions shall be satisfied, or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied

by the redemption date, or by the redemption date as so delayed, or such notice may be rescinded at any time in the Issuer’s discretion if in the good faith judgment of the Issuer any or all of such conditions will not be satisfied. In

addition, the Issuer may provide in such notice that payment of the redemption price and performance of the Issuer’s obligations with respect to such redemption may be performed by another person. Subject to the Depository Trust

Company’s applicable procedures, the Issuer shall provide written notice to the Trustee not later than 9:00 a.m. New York City time on the redemption date if such notice has been delayed or rescinded, and upon receipt the Trustee shall provide

such notice to each Holder of the Notes in the same manner in which the notice of redemption was given, in the name and at the expense of the Issuer.

“Treasury Rate” means, with respect to any redemption date, the yield determined by the Issuer in accordance with the following

two sub-paragraphs:

•

The Treasury Rate shall be determined by the Issuer after 4:15 p.m., New York City time (or after such time as

maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the redemption date.

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•

If on the third business day preceding the redemption date H.15 TCM is no longer published, the Issuer shall

May 1, 2031, one with a maturity date preceding May 1, 2031 and one with a maturity date following May 1, 2031, the Issuer shall select the United States Treasury security with a maturity date preceding May 1, 2031. If there are

two or more United States Treasury securities maturing on May 1, 2031 or two or more United States Treasury securities meeting the criteria of the preceding sentence, the Issuer shall select from among these two or more United States Treasury

percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three decimal places.

If a Change of Control Repurchase Event occurs, unless the Issuer has previously exercised its right to redeem the Notes in whole as described

Repurchase Event occurring on or prior to the payment date specified in the notice.

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The Issuer will comply with the requirements of Rule

14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder, to the extent those laws and regulations are applicable

in connection with the repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Repurchase Event provisions of the Notes,

the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control Repurchase Event provisions of the Notes by virtue of such conflict.

On the Change of Control Payment Date, the Issuer will be required, to the extent lawful, to:

(a)

accept for payment all Notes or portions of Notes (in minimum denominations of $2,000 and integral multiples of

$1,000 above that amount) properly tendered pursuant to the Issuer’s offer;

(b)

deposit with the paying agent, no later than 11:00 a.m., New York City time, an amount equal to the aggregate

purchase price in respect of all Notes or portions of Notes properly tendered; and

(c)

deliver or cause to be delivered to the Trustee for cancellation the Notes properly accepted, together with an

Officer’s Certificate stating the aggregate principal amount of Notes being repurchased by the Issuer.

The paying

above that amount.

The Issuer will not be required to make an offer to repurchase the Notes upon a Change of Control Repurchase Event if

there has occurred and is continuing on the Change of Control Payment Date an Event of Default with respect to the Notes.

If Holders of

prior notice (provided, that such notice is given not more than 60 days following such repurchase pursuant to the offer to repurchase the Notes upon a Change of Control

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Repurchase Event described above) to redeem all Notes that remain outstanding following such purchase on a date specified in such notice (the “Second Change of Control Payment Date”)

and at a price in cash equal to 101% of the aggregate principal amount of the Notes repurchased plus accrued and unpaid interest, if any, on the Notes repurchased to, but excluding, the Second Change of Control Payment Date.

“Below Investment Grade Rating Event” means the Notes are rated below an Investment Grade Rating by each of the Rating Agencies on

any date from the date of the public notice of an arrangement that could result in a Change of Control until the end of the 60-day period following public notice of the occurrence of the Change of Control

(which 60-day period shall be extended so long as the rating of the Notes is under publicly announced consideration for possible downgrade by any of the Rating Agencies).

“Change of Control” means the occurrence of any of the following: (1) the direct or indirect sale, transfer, conveyance or

other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of the Issuer and its Subsidiaries, taken as a whole, to any “person”

(as that term is used in Section 13(d)(3) of the Exchange Act) other than the Issuer or one of its Subsidiaries; (2) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is

that any “person” (as that term is used in Section 13(d)(3) of the Exchange Act) becomes the beneficial owner, directly or indirectly, of more than 50% of the then outstanding number of shares or voting power of the Issuer’s

Voting Equity Interests; (3) the adoption of a plan by the Issuer’s board of directors relating to the Issuer’s liquidation or dissolution; or (4) the Issuer consolidates with, or merges with or into, any Person, or any Person

consolidates with, or merges with or into, the Issuer, in any such event pursuant to a transaction in which any of the Issuer’s outstanding Voting Equity Interests or the outstanding Voting Equity Interests of such other Person is converted

into or exchanged for cash, securities or other property, other than any such transaction where the shares of the Issuer’s Voting Equity Interests outstanding immediately prior to such transaction constitute, or are converted into or exchanged

for, a majority of the Voting Equity Interests of the surviving Person or parent entity thereof immediately after giving effect to such transaction. Notwithstanding the foregoing, a transaction will not be deemed to result in a Change of Control if

(a) the Issuer becomes a wholly-owned Subsidiary of another Person and (b) immediately following that transaction, a majority of Voting Equity Interests of such Person is held by the direct or indirect Holders of the Issuer’s Voting

Equity Interests immediately prior to such transaction and in substantially the same proportions as immediately prior to such transaction.

“Change of Control Repurchase Event” means the occurrence of both a Change of Control and a Below Investment Grade Rating Event.

“Fitch” means Fitch Inc., a subsidiary of Fimalac, S.A.

“Investment Grade Rating” means a rating equal to or higher than BBB- (or the equivalent)

by Fitch, BBB- (or the equivalent) by S&P and Baa3 (or the equivalent) by Moody’s.

“Moody’s” means Moody’s Investors Service, Inc., a subsidiary of Moody’s Corporation, and its successors.

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“Rating Agencies” means (1) each of Fitch, S&P and Moody’s; and

(2) if any of Fitch, S&P or Moody’s ceases to rate the Notes or fails to make a rating of the Notes publicly available for reasons outside of the Issuer’s control, a “nationally recognized statistical rating

organization” within the meaning of Section 3(a)(62) under the Exchange Act, selected by the Issuer as a replacement agency for Fitch, S&P or Moody’s, or some or all of them, as the case may be.

“S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc.

If an Event of Default with respect to the Notes shall occur and be continuing, the principal of all the Notes may be declared due and payable

in the manner and with the effect provided in the Indenture.

No reference herein to the Indenture and no provision of this Note or of the

Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on this Note at the time, place and rate, and in the coin or currency, herein prescribed.

As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note may be registered on the books of

the Registrar, upon surrender of this Note for registration of transfer at the office or agency of the Issuer maintained by the Issuer for such purpose in the contiguous United States of America, which shall initially be the Corporate Trust Office,

duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Trustee duly executed by, the Holder hereof or by its attorney duly authorized in writing, and thereupon one or more new Notes of

authorized denominations and for the same aggregate principal amount will be issued to the designated transferee or transferees.

service charge shall be made for any such registration of transfer or exchange, but the Issuer may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith.

Prior to due presentment of this Note for registration of transfer, the Issuer, the Trustee and any agent of the Issuer or the Trustee may

treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Issuer, the Trustee nor any such agent shall be affected by notice to the contrary.

THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, INCLUDING, WITHOUT LIMITATION, SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.

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[FORM OF SCHEDULE FOR ENDORSEMENTS ON REGISTERED

GLOBAL SECURITIES TO REFLECT CHANGES IN PRINCIPAL AMOUNT]

Schedule A

Changes to Principal

Amount of Registered Global Securities

Date

Principal Amount

of Notes

by which this Registered

Global

Security is to be

Reduced

or Increased,

and Reason for

Reduction or Increase

Remaining Principal

Amount of this

Registered

Global Security

Notation Made By

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ANNEX C

Pursuant to Section 2.3 of the Indenture, dated as of September 26, 2019 (the “Indenture”), between PayPal Holdings,

to the Indenture are as follows:

Designation. The designation of the securities is “5.550% Notes due 2036” (the “2036

Notes”).

Initial Aggregate Principal Amount. The 2036 Notes shall be limited in initial aggregate principal

amount to $500,000,000 (except for 2036 Notes authenticated and delivered upon registration of transfer or exchange in accordance with the Indenture or this Annex C (this “Annex”)).

Currency Denomination. The 2036 Notes shall be denominated in U.S. Dollars.

Maturity. The date on which the principal of the 2036 Notes is payable is June 1, 2036.

Rate of Interest; Interest Payment Date; Regular Record Dates. Each 2036 Note shall bear interest from

May 15, 2026 at 5.550% per annum until the principal thereof is paid. Such interest shall be payable semi-annually in arrears on June 1 and December 1 of each year, commencing on December 1, 2026, to the Persons in whose names

the 2036 Notes are registered at the close of business on the immediately preceding May 15 and November 15, respectively (whether or not such record date is a Business Day). Interest on the 2036 Notes shall accrue from the most recent date

to which interest has been paid or, if no interest has been paid, from May 15, 2026. Interest on the 2036 Notes shall be computed on the basis of a 360-day year composed of twelve 30-day months. In the event that any date on which principal, premium, if any, or interest is payable on the 2036 Notes is not a Business Day, then payment of the principal, premium, if any, or interest payable on

such date will be made on the next succeeding day that is a Business Day (and no additional interest shall accrue as a result of such delay in payment).

Place of Payment. Principal of, premium, if any, and interest on the 2036 Notes shall be payable, and

the transfer of the 2036 Notes shall be registrable, at the office or agency of the Issuer to be maintained for such purpose in the contiguous United States of America, which shall initially be the Corporate Trust Office, except that, at the option

of the Issuer, interest may be paid by sending a check to the address of the Person entitled thereto as it appears on the 2036 Notes register; provided, however, that while any 2036 Notes are represented by a Registered Global Security,

payment of principal of, premium, if any, or interest on the 2036 Notes may be made by wire transfer to the account of the Depositary or its nominee in accordance with the Applicable Procedures.

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Optional Redemption. Prior to March 1, 2036, the 2036 Notes may be redeemed, in whole at any time

or in part from time to time, at the option of the Issuer, for cash, at a redemption price equal to the greater of (i) 100% of the principal amount of the 2036 Notes to be redeemed or (ii) (a) the sum of the present values of the remaining

scheduled payments of principal and interest thereon discounted to the date of redemption (assuming the 2036 Notes matured on March 1, 2036) on a semi-annual basis (assuming a 360-day year consisting of

twelve 30-day months) at the Treasury Rate, plus 20 basis points less (b) interest accrued and unpaid thereon to the redemption date, plus, in each case, accrued and unpaid interest, if any, thereon to,

but not including, the date of redemption; provided that the principal amount of any 2036 Note remaining outstanding after a redemption in part shall be $2,000 or an integral multiple of $1,000 in excess thereof. In addition, on or after

March 1, 2036, the Issuer may redeem the 2036 Notes, in whole at any time or in part from time to time, at its option, for cash, at a redemption price equal to 100% of the principal amount of the 2036 Notes to be redeemed, plus accrued and

unpaid interest to, but not including, the redemption date. Notwithstanding the foregoing, installments of interest on the 2036 Notes that are due and payable on interest payment dates falling on or prior to a redemption date will be payable on the

manifest error. Notices of any redemption will be mailed (or in the case of 2036 Notes held in book-entry form, be transmitted electronically) at least 10 days but not more than 60 days before the redemption date to Holders of the 2036 Notes to be

redeemed, except that redemption notices may be delivered more than 60 days prior to a redemption if the notice is issued in connection with a legal or covenant defeasance of the 2036 Notes or a satisfaction and discharge of the Notes and the

Indenture pursuant to Section 10.1 of the Indenture. Unless the Issuer defaults in payment of the redemption price, on and after the redemption date, interest will cease to accrue on the 2036 Notes or portions thereof called for redemption. If

less than all of the 2036 Notes are to be redeemed, the 2036 Notes to be redeemed will be selected by the Trustee by lot or in accordance with the Applicable Procedures. Any redemption or notice of redemption may, at the Issuer’s discretion,

notice

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that payment of the redemption price and performance of the Issuer’s obligations with respect to such redemption may be performed by another person. Subject to the Depository Trust

such notice to each Holder of the notes in the same manner in which the notice of redemption was given, in the name and at the expense of the Issuer.

“Treasury Rate” means, with respect to any redemption date, the yield determined by the Issuer in accordance with the following two

sub-paragraphs:

•

The Treasury Rate shall be determined by the Issuer after 4:15 p.m., New York City time (or after such time as

select, as applicable: (1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the redemption date to March 1, 2036 (the “Remaining Life”); (2) if there is no such Treasury constant maturity on

than, the Remaining Life – and shall interpolate to March 1, 2036 on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or (3) if there is no such Treasury

maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the redemption date.

•

If on the third business day preceding the redemption date H.15 TCM is no longer published, the Issuer shall

maturing on, or with a maturity that is closest to, March 1, 2036. If there is no United States Treasury security maturing on March 1, 2036 but there are two or

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more United States Treasury securities with a maturity date equally distant from March 1, 2036, one with a maturity date preceding March 1, 2036 and one with a maturity date following

March 1, 2036, the Issuer shall select the United States Treasury security with a maturity date preceding March 1, 2036. If there are two or more United States Treasury securities maturing on March 1, 2036 or two or more United States

Treasury securities meeting the criteria of the preceding sentence, the Issuer shall select from among these two or more United States Treasury securities the United States Treasury security that is trading closest to par based upon the average of

the bid and asked prices for such United States Treasury securities at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the terms of this sub- paragraph, the semi-annual

yield to maturity of the applicable United States Treasury security shall be based upon the average of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury

security, and rounded to three decimal places.

Change of Control Repurchase Event. If a Change of Control Repurchase Event occurs, unless the Issuer

has previously exercised its right to redeem the 2036 Notes in whole as described in Section 7 above, the Issuer will be required to make an offer to each Holder of 2036 Notes to repurchase all or any part (in minimum denominations of $2,000

and integral multiples of $1,000 above that amount) of such Holder’s 2036 Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of 2036 Notes repurchased plus any accrued and unpaid interest, if any, on the 2036

consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Repurchase Event occurring on or prior to the payment date specified in the notice.

The Issuer will comply with the requirements of Rule 14e-1 under the Exchange Act, and any other

securities laws and regulations thereunder, to the extent those laws and regulations are applicable in connection with the repurchase of the 2036 Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of any

securities laws or regulations conflict with the Change of Control Repurchase Event provisions of the 2036 Notes, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations

under the Change of Control Repurchase Event provisions of the 2036 Notes by virtue of such conflict.

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On the Change of Control Payment Date, the Issuer will be required, to the extent lawful,

to:

(a)

accept for payment all 2036 Notes or portions of 2036 Notes (in minimum denominations of $2,000 and integral

multiples of $1,000 above that amount) properly tendered pursuant to the Issuer’s offer;

(b)

deposit with the paying agent, no later than 11:00 a.m., New York City time, an amount equal to the aggregate

purchase price in respect of all 2036 Notes or portions of 2036 Notes properly tendered; and

(c)

deliver or cause to be delivered to the Trustee for cancellation the 2036 Notes properly accepted, together

with an Officer’s Certificate stating the aggregate principal amount of 2036 Notes being repurchased by the Issuer.

The paying agent will promptly mail (or, in the case of 2036 Notes held in bookentry form, transmit electronically) to each Holder of 2036

Notes properly tendered the repurchase price for such 2036 Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book-entry) to each Holder a new 2036 Note equal in principal amount to any unrepurchased portion of

any 2036 Notes surrendered; provided, that each new 2036 Note will be in minimum denominations of $2,000 and integral multiples of $1,000 above that amount.

The Issuer will not be required to make an offer to repurchase the 2036 Notes upon a Change of Control Repurchase Event if a third party makes

such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Issuer pursuant to this Section 8 and the third party repurchases all 2036 Notes properly tendered and not withdrawn under its

repurchase any 2036 Notes upon a Change of Control Repurchase Event if there has occurred and is continuing on the Change of Control Payment Date an Event of Default with respect to the 2036 Notes.

If Holders of not less than 90% in aggregate principal amount of the 2036 Notes then outstanding validly tender and do not withdraw such 2036

Notes in an offer to repurchase the 2036 Notes upon a Change of Control Repurchase Event and the Issuer, or any third party making such an offer in lieu of the Issuer as described above, purchases all of such 2036 Notes properly tendered and not

to the offer to repurchase the notes upon a Change of Control Repurchase Event described above) to redeem all 2036 Notes that remain outstanding following such purchase on a date specified in such notice (the “Second Change of Control Payment

Date”) and at a price in cash equal to 101% of the aggregate principal amount of the 2036 Notes repurchased plus accrued and unpaid interest, if any, on the 2036 Notes repurchased to, but excluding, the Second Change of Control Payment Date.

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“Below Investment Grade Rating Event” means the 2036 Notes are rated below an

public notice of the occurrence of the Change of Control (which 60-day period shall be extended so long as the rating of the 2036 Notes is under publicly announced consideration for possible downgrade by any

of the Rating Agencies).

“Change of Control” means the occurrence of any of the following: (1) the direct or indirect

constitute, or are converted into or exchanged for, a majority of the Voting Equity Interests of the surviving Person or parent entity thereof immediately after giving effect to such transaction.

Notwithstanding the foregoing, a transaction will not be deemed to result in a Change of Control if (a) the Issuer becomes a wholly-owned

transaction and in substantially the same proportions as immediately prior to such transaction.

“Change of Control Repurchase

Event” means the occurrence of both a Change of Control and a Below Investment Grade Rating Event.

“Fitch” means Fitch

Inc., a subsidiary of Fimalac, S.A.

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“Investment Grade Rating” means a rating equal to or higher than BBB- (or the equivalent) by Fitch, BBB- (or the equivalent) by S&P and Baa3 (or the equivalent) by Moody’s.

“Moody’s” means Moody’s Investors Service, Inc., a subsidiary of Moody’s Corporation, and its successors.

“Rating Agencies” means (1) each of Fitch, S&P and Moody’s; and (2) if any of Fitch, S&P or Moody’s

ceases to rate the 2036 Notes or fails to make a rating of the 2036 Notes publicly available for reasons outside of the Issuer’s control, a “nationally recognized statistical rating organization” within the meaning of

Section 3(a)(62) under the Exchange Act, selected by the Issuer as a replacement agency for Fitch, S&P or Moody’s, or some or all of them, as the case may be.

“S&P” means Standard & Poor’s Ratings Services, a division of The McGraw- Hill Companies, Inc.

Mandatory Redemption. Other than with respect to a Change of Control Repurchase Event as described above, the

2036 Notes are not mandatorily redeemable. The 2036 Notes are not entitled to the benefit of a sinking fund or any analogous provisions.

10.

Denominations. The 2036 Notes shall be issued initially in minimum denominations of $2,000 and shall be

issued in integral multiples of $1,000 in excess thereof.

11.

Amount Payable Upon Acceleration. The principal of the 2036 Notes shall be payable upon declaration of

acceleration pursuant to Section 5.1 of the Indenture. The 2036 Notes shall not be Original Issue Discount Securities within the meaning of the Indenture.

12.

Payment Currency. Principal and interest on the 2036 Notes, including payments made upon any redemption

of the 2036 Notes, shall be payable in U.S. Dollars.

13.

Payment Currency – Election. The principal of and interest on the 2036 Notes shall not be payable

in a currency other than U.S. Dollars.

14.

Payment Currency – Index. The principal of and interest on the 2036 Notes shall not be determined

with reference to an index based on a coin or currency.

15.

Registered Securities. The 2036 Notes shall be issued only as Registered Securities. The 2036 Notes

shall initially be issuable as Registered Global Securities, subject to Section 2.8 of the Indenture.

16.

Additional Amounts. The Issuer shall not pay additional amounts on the 2036 Notes held by a Person that

is not a U.S. Person in respect of taxes or similar charges withheld or deducted.

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17.

Definitive Certificates. Section 2.8 of the Indenture will govern the transferability of the 2036

Notes in definitive form.

18.

Registrar; Paying Agent; Depositary. The Trustee shall initially serve as the registrar and the paying

agent for the 2036 Notes. The Depository Trust Company shall initially serve as the Depositary for the Registered Global Security representing the 2036 Notes.

19.

Events of Default. In addition to the Events of Default set forth in Section 5.1 of the Indenture,

the failure by the Issuer to repurchase 2036 Notes tendered for repurchase following the occurrence of a Change of Control Repurchase Event in conformity with the covenant set forth in Section 8 hereof is an Event of Default with respect to the

2036 Notes.

20.

Covenants. There shall be the following additions to the covenants of the Issuer set forth in Article

III of the Indenture with respect to the 2036 Notes:

Limitation on Liens. The Issuer covenants that, so long as any of the 2036

without effectively providing that the 2036 Notes shall be secured by a Lien ranking equal to and ratably with (or, at the Issuer’s option, senior to) such secured Indebtedness until such time as such Indebtedness is no longer secured by such

Lien, except that the foregoing restriction shall not apply to:

(a)

Liens existing on the date of the initial issuance of the 2036 Notes (other than any additional 2036 Notes) or

that the Issuer or any of its Restricted Subsidiaries have agreed to pursuant to the terms of agreements existing on the date of the initial issuance of the 2036 Notes (other than any additional 2036 Notes);

(b)

Liens created or incurred after the date of the initial issuance of the 2036 Notes (other than any additional

2036 Notes) created in favor of the holders of the 2036 Notes;

(c)

Liens in favor of the Issuer or one of its Subsidiaries;

(d)

(i) Liens given to secure (or to secure Indebtedness incurred or guaranteed by the Issuer or any of its

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expansion, renovation, development or construction, or the full operation of such Property, whichever is latest, and shall attach solely to such Property (including any refurbishments,

Issuer or any of its Restricted Subsidiaries for the purpose of financing) the payment of the purchase price of such Property;

(e)

Liens on any Property in favor of the United States of America or any state thereof, or in favor of any other

(f)

statutory or legislative Liens or other similar Liens (including pledges, deposits, carriers’,

government contracts;

(g)

Liens in connection with legal proceedings, including Liens arising out of judgments or awards, in each case so

initiated shall not have expired;

(h)

Liens for taxes or assessments, landlord’s Liens and Liens and charges, in each case (i) not yet due

Issuer’s assets or those of a Restricted Subsidiary;

(i)

Liens incurred in connection with an acquisition of assets or a project financed on a non recourse basis;

(j)

deposits to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal

bonds, performance bonds and other obligations of a like nature, in each case in the ordinary course of business;

(k)

easements, zoning restrictions,

rights-of-way and similar encumbrances on real property imposed by law or arising in the ordinary course of business that do not secure any monetary obligations and do

not materially detract from the value of the affected property or interfere with the ordinary conduct of the Issuer’s business;

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(l)

Liens securing obligations arising under or related to (a) the transfer of cash or other property with

funding any Settlement);

(m)

Liens securing securitized indebtedness and receivables factoring, discounting, facilities or securitizations;

and

(n)

any extensions, renewals or replacements of any Lien referred to in clauses (a) through (m) without

Notwithstanding the foregoing, the Issuer or any of its Restricted Subsidiaries may, without equally and ratably

securing the 2036 Notes, create or incur Liens which would otherwise be subject to the restrictions set forth in the preceding paragraph, if after giving effect thereto and to the retirement of any Indebtedness that is being retired substantially

Limitation on Sale and Leaseback Transactions. The Issuer covenants that, so long as any of the 2036 Notes remain outstanding, it shall not, nor shall

(a)

such transaction was entered into prior to the date of the initial issuance of the 2036 Notes (other than any

additional 2036 Notes) or any extension, renewal, refinancing, replacement, amendment or modification of such transaction so long as the affected Principal Property is substantially the same as or similar in nature to the Principal Property subject

to the sale and leaseback transaction extended, renewed, refinanced, replaced, amended or modified;

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(b)

such transaction was for the sale and leasing back to the Issuer or any of its wholly- owned Subsidiaries of

any Principal Property by one of the Issuer’s Restricted Subsidiaries;

(c)

such transaction involves a lease for not more than three years (or which may be terminated by the Issuer or

its Restricted Subsidiaries within a period of not more than three years);

(d)

the Issuer would be entitled to incur Indebtedness secured by a Lien with respect to such sale and leaseback

transaction without equally and ratably securing the 2036 Notes pursuant to the first paragraph of the “—Limitation on Liens” covenant described above; or

(e)

the Issuer or any of its Restricted Subsidiaries applies an amount equal to the net proceeds from the sale of

(including the 2036 Notes) within 365 days before or after the effective date of any such sale and leaseback transaction, provided that, in lieu of applying such amount to the retirement of pari passu Indebtedness, the Issuer may deliver 2036 Notes

to the Trustee for cancellation, such 2036 Notes to be credited at the cost thereof.

Notwithstanding the restrictions

does not exceed the greater of (1) 20% of the Issuer’s Consolidated Net Tangible Assets on a consolidated basis calculated as of the relevant date of determination and (2) $3.5 billion.

“Aggregate Debt” means the sum of the following, as of the date of determination: (1) the aggregate principal amount of the

Issuer’s and its Restricted Subsidiaries’ Indebtedness incurred after the date of initial issuance of the 2036 Notes and secured by Liens not permitted by the first paragraph under “—Limitation on Liens” above and

(2) the Issuer’s and its Restricted Subsidiaries’ Attributable Debt in respect of sale and leaseback transactions entered into after the date of the initial issuance of the 2036 Notes pursuant to the second paragraph of

“—Limitation on Sale and Leaseback Transactions” above.

“Attributable Debt” means, with respect to any sale

repairs, insurance, water rates and other items which do not constitute payments for property rights) during the remaining portion of the base term of the lease included in such transaction.

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“Consolidated Net Tangible Assets” means, as of any date of determination, the

sheet prepared in accordance with GAAP.

“GAAP” means accounting principles generally accepted in the United States of

America, which are in effect as of the date of application thereof.

“Indebtedness” of any specified Person means, without

duplication, indebtedness of such Person for borrowed money (including, without limitation, indebtedness for borrowed money evidenced by notes, bonds, debentures or similar instruments).

“Principal Property” means any single parcel of real property or any permanent improvement thereon (1) owned by the Issuer or

Issuer’s Subsidiaries and the Issuer, taken as a whole.

“Restricted Subsidiary” means any subsidiary of the Issuer that

constitutes a “significant subsidiary” (as such term is defined in Regulation S-X, promulgated pursuant to the Securities Act), excluding (a) any subsidiary which is not organized under the

21.

Conversion and Exchange. The 2036 Notes shall not be convertible into or exchangeable for any other

security.

22.

Additional Issues. The Issuer may, without notice to or the consent of the Holders of the 2036 Notes,

create and issue additional 2036 Notes with the same terms as the 2036 Notes issued on May 15, 2026 (the “Initial 2036 Notes”), except for the issue date, the offering price and, under certain circumstances, the first interest

payment date. Such additional 2036 Notes shall be consolidated and form a single series with the Initial 2036 Notes; provided that if such additional 2036 Notes are not fungible with the Initial 2036 Notes for U.S. federal income tax

purposes, such additional 2036 Notes will have one or more separate CUSIP numbers. No additional 2036 Notes may be issued if an Event of Default has occurred and is continuing with respect to the 2036 Notes.

23.

Definitions. Capitalized terms used but not otherwise defined in this Annex shall have the respective

meanings ascribed to such terms in the Indenture.

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As used herein, the following term has the specified meaning:

“Business Day” means any Monday, Tuesday, Wednesday, Thursday or Friday which is not a day when banking institutions in the City of

New York are authorized or obligated by law or executive order to be closed.

24.

Other Terms. The 2036 Notes shall have the other terms and shall be substantially in the form set forth

in the form of the 2036 Notes attached hereto as Annex C-1. In case of any conflict between this Annex or the form of the 2036 Notes and the Indenture, this Annex or the form of the 2036 Notes shall control,

as applicable.

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ANNEX C-1

FORM OF 2036 NOTE

REGISTERED

THIS NOTE IS A REGISTERED GLOBAL

DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.

No. R–C1

CUSIP NO. 70450YAW3

ISIN NO. US70450YAW30

PAYPAL HOLDINGS, INC.

5.550% Notes due 2036

PayPal

the principal sum of ($ ) on June 1, 2036 and to pay interest on said principal sum from May 15, 2026, or from the most recent interest payment date to which interest has been paid or

duly provided for, semi-annually in arrears on June 1 and December 1 (each such date, an “Interest Payment Date”) of each year commencing on December 1, 2026, at the rate of 5.550% per annum until the principal hereof

shall have become due and payable.

fully provided in the Indenture. The principal of and the

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interest on this Note shall be payable at the office or agency of the Issuer maintained for that purpose in any coin or currency of the United States of America that at the time of payment is

interest on this Note may be made by wire transfer to the account of the Depositary or its nominee in accordance with the Applicable Procedures.

Unless the certificate of authentication hereon has been executed by or on behalf of the Trustee (as defined below) under the Indenture (as

defined below), by the manual signature of one of its authorized signatories, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

Capitalized terms used in this Note which are defined in the Indenture shall have the respective meanings assigned to them in the Indenture.

The provisions of this Note are continued on the reverse side hereof and such continued provisions shall for all purposes have the same

effect as though fully set forth at this place.

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IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly executed, manually or

in facsimile.

PAYPAL HOLDINGS, INC.

By:

Name:

Title:

CERTIFICATE OF AUTHENTICATION

This

is one of the Securities

referred to in the within-mentioned

Indenture.

COMPUTERSHARE TRUST COMPANY, N.A.,

as Trustee By:

By:

Authorized Signatory

Dated:

[Signature Page to 2036 Global Note – C1]

[REVERSE SIDE OF NOTE]

This Note is one of a duly authorized series of Securities of the Issuer designated as its 5.550% Notes due 2036 (the “Notes”).

The Notes are issuable only as Registered Securities in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. As

Except as set forth below, this Note is not redeemable. This Note is not entitled to the benefit of a sinking fund or any analogous provision.

Prior to March 1, 2036, the Notes may be redeemed, in whole at any time or in part from time to time, at the option of the Issuer,

the date of redemption (assuming the Notes matured on March 1, 2036) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the

Treasury Rate plus 20 basis points less (b) interest accrued and unpaid thereon to the redemption date, plus, in each case, accrued and unpaid interest, if any, thereon to, but not including, the date of redemption; provided that the

principal amount of any Note remaining outstanding after a redemption in part shall be $2,000 or an integral multiple of $1,000 in excess thereof. In addition, on or after March 1, 2036, the Issuer may redeem the Notes, in whole at any time or

in part from time to time, at its option, for cash, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest to, but not including, the redemption date. Notwithstanding the foregoing,

installments of interest on Notes that are due and payable on interest payment dates falling on or prior to a redemption date will be payable on the interest payment date to the registered Holders as of the close of business on the relevant record

date. The Issuer’s actions and determinations in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error. Notices will be sent (or in the case of Notes held in book-entry form, be transmitted

Applicable Procedures. Any redemption or notice of redemption may, at the Issuer’s discretion, be subject to one or more

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conditions precedent, including the completion of an offering of capital stock of the Issuer or other corporate transaction. If such redemption is subject to satisfaction of one or more

such notice to each Holder of the Notes in the same manner in which the notice of redemption was given, in the name and at the expense of the Issuer.

“Treasury Rate” means, with respect to any redemption date, the yield determined by the Issuer in accordance with the following

two sub-paragraphs:

•

The Treasury Rate shall be determined by the Issuer after 4:15 p.m., New York City time (or after such time as

maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the redemption date.

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•

If on the third business day preceding the redemption date H.15 TCM is no longer published, the Issuer shall

maturing on, or with a maturity that is closest to, March 1, 2036. If there is no United States Treasury security maturing on March 1, 2036 but there are two or more United States Treasury securities with a maturity date equally distant

from March 1, 2036, one with a maturity date preceding March 1, 2036 and one with a maturity date following March 1, 2036, the Issuer shall select the United States Treasury security with a maturity date preceding March 1, 2036.

If there are two or more United States Treasury securities maturing on March 1, 2036 or two or more United States Treasury securities meeting the criteria of the preceding sentence, the Issuer shall select from among these two or more United

States Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid and asked prices for such United States Treasury securities at 11:00 a.m., New York City time. In determining the

Treasury Rate in accordance with the terms of this sub-paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shall be based upon the average of the bid and asked prices

(expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three decimal places.

If a Change of Control Repurchase Event occurs, unless the Issuer has previously exercised its right to redeem the Notes in whole as described

Repurchase Event occurring on or prior to the payment date specified in the notice.

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The Issuer will comply with the requirements of Rule

14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder, to the extent those laws and regulations are applicable

On the Change of Control Payment Date, the Issuer will be required, to the extent lawful, to:

(a)

accept for payment all Notes or portions of Notes (in minimum denominations of $2,000 and integral multiples of

$1,000 above that amount) properly tendered pursuant to the Issuer’s offer;

(b)

deposit with the paying agent, no later than 11:00 a.m., New York City time, an amount equal to the aggregate

purchase price in respect of all Notes or portions of Notes properly tendered; and

(c)

deliver or cause to be delivered to the Trustee for cancellation the Notes properly accepted, together with an

Officer’s Certificate stating the aggregate principal amount of Notes being repurchased by the Issuer.

The paying

above that amount.

The Issuer will not be required to make an offer to repurchase the Notes upon a Change of Control Repurchase Event if

there has occurred and is continuing on the Change of Control Payment Date an Event of Default with respect to the Notes.

If Holders of

prior notice (provided, that such notice is given not more than 60 days following such repurchase pursuant to the offer to repurchase the Notes upon a Change of Control

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Repurchase Event described above) to redeem all Notes that remain outstanding following such purchase on a date specified in such notice (the “Second Change of Control Payment Date”)

“Below Investment Grade Rating Event” means the Notes are rated below an Investment Grade Rating by each of the Rating Agencies on

(which 60-day period shall be extended so long as the rating of the Notes is under publicly announced consideration for possible downgrade by any of the Rating Agencies).

“Change of Control” means the occurrence of any of the following: (1) the direct or indirect sale, transfer, conveyance or

Equity Interests immediately prior to such transaction and in substantially the same proportions as immediately prior to such transaction.

“Change of Control Repurchase Event” means the occurrence of both a Change of Control and a Below Investment Grade Rating Event.

“Fitch” means Fitch Inc., a subsidiary of Fimalac, S.A.

“Investment Grade Rating” means a rating equal to or higher than BBB- (or the equivalent)

by Fitch, BBB- (or the equivalent) by S&P and Baa3 (or the equivalent) by Moody’s.

“Moody’s” means Moody’s Investors Service, Inc., a subsidiary of Moody’s Corporation, and its successors.

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