STIPULATION AND [PROPOSED] ORDER CONSOLIDATING RELATED DERIVATIVE ACTIONS AND APPOINTING CO-LEAD COUNSEL FOR PLAINTIFFS

RICHARD SEEBORG, District Judge.

WHEREAS, there are presently four related stockholder derivative actions currently pending in this District against the Individual Defendants,1 who are certain current and former directors and officers of nominal defendant PayPal Holdings, Inc. ("PayPal") (PayPal, together with the Individual Defendants, is collectively referred to herein as "Defendants"): Silverman v. Schulman, et al., Case No. 5:17-cv-00162-RS; Seeman v. Schulman, et al., Case No. 3:17-cv-02206-RS; Sims v. Schulman, et al., Case No. 3:17-cv-02428-LHK; and Liss v. Schulman, et al., Case No. 5:17-cv-02446-EJD (together, the "Related Derivative Actions");

WHEREAS, under Fed. R. Civ. P. 42(a), when actions involve "a common question of law or fact," the Court may "(1) join for hearing or trial any or all matters at issue in the actions; (2) consolidate the actions; or (3) issue any other orders to avoid unnecessary cost or delay";

WHEREAS, the Related Derivative Actions challenge similar alleged conduct by PayPal's directors and executive officers and involve common questions of law and fact;

WHEREAS, the parties therefore respectfully submit that consolidation of the Related Derivative Actions is appropriate;

WHEREAS, to avoid potentially duplicative actions and to prevent any waste of the Court's resources, the parties agree that the Related Derivative Actions should be related and consolidated for all purposes, including pre-trial proceedings and trial, into a single consolidated action (hereinafter referred to as the "Consolidated Derivative Action");

WHEREAS, the parties agree that Robbins Arroyo LLP and Profy Promisloff & Ciarlanto, P.C. shall be designated as Co-Lead Counsel for plaintiffs in the Consolidated Derivative Action;

WHEREAS, a factually-related class action alleging violations of the federal securities laws against PayPal and certain PayPal officers was commenced in this District on December 28, 2016: In re PayPal Holdings, Inc. Securities Litigation, Master File No. 3:16-cv-07371-RS (the "Securities Class Action");

WHEREAS, on June 1, 2017, the lead plaintiff in the Securities Class Action filed a Notice of Voluntary Dismissal without Prejudice, and the case was closed the same day;

WHEREAS, the parties have met and conferred and agree that Plaintiffs shall have thirty (30) days from entry of an order on this stipulation to file a consolidated complaint;

WHEREAS, in the event Plaintiffs do not file a consolidated complaint within thirty (30) days from entry of an order on this stipulation, Plaintiffs shall dismiss the action without prejudice within seven (7) days of the date the consolidated complaint would have been due; and

WHEREFORE, the parties, through their undersigned counsel, hereby agree, stipulate, and respectfully request that the Court enter an Order as follows:

1. Defendants hereby acknowledge service of the summonses and complaints in the Related Derivative Actions. Aside from defenses and objections related to the absence of a summons or of service, Defendants expressly reserve all defenses and objections to the complaints filed in the Related Derivative Actions and any complaints filed in the Consolidated Derivative Action, including but not limited to defenses based on lack of personal jurisdiction and improper venue.

2. Defendants need not answer, move or otherwise respond to any of the complaints currently filed in the Related Derivative Actions.

3. The following actions shall be consolidated for all purposes, including pre-trial proceedings and trial, into one consolidated action:

4. Every pleading filed in the Consolidated Derivative Action, or in any separate action included herein, must bear the following caption:

5. The files of the Consolidated Derivative Action will be maintained in one master file under Lead Case No. 5:17-cv-00162-RS.

6. Co-Lead Counsel for plaintiffs for the conduct of In re PayPal Holdings, Inc. Shareholder Derivative Litigation, Lead Case No. 5:17-cv-00162-RS, is designated as follows:

7. Plaintiffs' Co-Lead Counsel will be responsible for coordinating all activities and appearances on behalf of plaintiffs and for the dissemination of notices and orders of this Court. The parties further agree that no motion, request for discovery, or other pre-trial or trial proceedings will be initiated or filed by any plaintiffs except through plaintiffs' Co-Lead Counsel.

8. Defendants' counsel may rely upon all agreements made with any of plaintiffs' Co-Lead Counsel, or other duly authorized representative of plaintiffs' Co-Lead Counsel, and such agreements will be binding on plaintiffs.

9. This Order shall apply to each purported derivative action arising out of the same or substantially the same transactions or events as the Related Derivative Actions that is subsequently filed in, removed to, or transferred to this Court.

10. If a case that properly belongs as part of In re PayPal Holdings, Inc. Shareholder Derivative Litigation, Lead Case No. 5:17-cv-00162-RS, is hereafter filed in this Court or transferred here from another court, plaintiffs' Co-Lead Counsel shall promptly call to the attention of the Clerk of the Court the filing or transfer of any case that might properly be consolidated as part of In re PayPal Holdings, Inc. Shareholder Derivative Litigation, Lead Case No. 5:17-cv-00162-RS.

11. In the interest of efficiency and avoidance of unnecessary duplication of effort or judicial resources by the Court or the parties, it is further Ordered that (i) within thirty (30) days of the entry of an order consolidating the Related Derivative Actions, plaintiffs shall file a consolidated complaint; (ii) if plaintiffs decide to file a consolidated complaint, the parties shall meet and confer within seven (7) days of that filing and propose a schedule with the Court regarding further proceedings in the Consolidated Derivative Action, including the filing of Defendants' anticipated motions to dismiss; and (iii) in the event Plaintiffs do not file a consolidated complaint within thirty (30) days from entry of an order on this stipulation, Plaintiffs shall dismiss the action without prejudice within seven (7) days of the date the consolidated complaint would have been due.

12. All initial case management conferences currently scheduled, attendant deadlines, and related ADR procedures shall be deferred until the Court issues a ruling on Defendants' anticipated motions to dismiss.

13. Pursuant to Fed. R. Civ. P. 5(b)(2)(E), all parties consent to service by e-mail of any document required to be served in the Consolidated Derivative Action.

IT IS SO STIPULATED.

SIGNATURE ATTESTATION

I, Shane P. Sanders, am the ECF user whose identification and password are being used to file the foregoing Stipulation and [Proposed] Order Consolidating Related Derivative Actions and Appointing Co-Lead Counsel for Plaintiffs. In compliance with Civil L.R. 5-1(i)(3), I hereby attest that concurrence in the filing of this document has been obtained.

ORDER

PURSUANT TO STIPULATION, IT IS SO ORDERED.