STIPULATION AND [PROPOSED] ORDER REGARDING DISMISSAL OF ACTIONS ACTION WITHOUT PREJUDICE

RICHARD SEEBORG, District Judge.

WHEREAS, on February 15, 2018, Plaintiffs served a litigation demand (the "Demand") on the Board of Directors (the "Board") of PayPal Holdings, Inc. ("PayPal");

WHEREAS, on February 16, 2018, Plaintiffs filed a Verified Amended Stockholder Derivative Complaint in this Consolidated Derivative Action (the "Amended Complaint");

WHEREAS on April 23, 2018, the parties entered an agreement that tolls all statutes of limitations and/or time-based defenses, rules, laws or statutes in this Consolidated Derivative Action for a three-year period or until PayPal's Board provides a final substantive response to the Demand (the "Tolling Agreement");

WHEREAS, the parties conferred regarding the dismissal of this Consolidated Derivative Action and agreed that: (i) Plaintiffs would voluntarily dismiss this Consolidated Derivative Action in its entirety without prejudice; and (ii) notice of the voluntary dismissal of the Consolidated Derivative Action pursuant to Federal Rule of Civil Procedure Rule 23.1(c) is unnecessary because of the parties' Tolling Agreement.

NOW, THEREFORE, the undersigned parties hereby stipulate and agree, and respectfully request, that the Court enters an order as follows:

1. This Consolidated Derivative Action is dismissed in its entirety without prejudice; and

2. Notice of the voluntary dismissal of this Consolidated Derivative Action is unnecessary because of the parties' Tolling Agreement, which prevents the expiration of the statute of limitations to assert any claim asserted in the Amended Complaint and the Demand.

I, Alexander K. Talarides, am the ECF user whose ID and password are being used to file this Stipulation and [Proposed] Order regarding Dismissal of Action Without Prejudice. In compliance with General Order 45, X.B., I hereby attest that Shane P. Sanders has concurred in this filing.

ORDER

Based on the stipulation of the signed parties, and good cause appearing, IT IS HEREBY ORDERED that the Stipulation is approved and these consolidated actions are ordered dismissed in their entirety without prejudice. The Clerk is directed to close this matter and all associated cases.

It is So ORDERED.