Prepared by MERRILL CORPORATION




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EXHIBIT 4.1    
  



	
NUMBER

PYP
	 	PayPal
 INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE	 	
SHARES

  

	
COMMON STOCK	
 	

 	
 	

CUSIP 704508 10 0

SEE REVERSE FOR CERTAIN DEFINITIONS
	


	THIS CERTIFIES THAT	 	 
	

 	
 	

 	
 	

 
	is the owner of	 	 	 	 
	




FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK, PAR VALUE $.001 PER SHARE, OF
  PAYPAL, INC.  


(the "Corporation"), a Delaware corporation. The shares represented by this Certificate are transferable only on the stock transfer books of the Corporation by
the holder of record hereof, or by his duly authorized attorney or legal representative, upon the surrender of this Certificate properly endorsed. This Certificate is not valid until countersigned and
registered by the Corporation's transfer agent and registrar. 


    This
Security is not a deposit or account and is not federally insured or guaranteed. 


    In
Witness Whereof, the Corporation has caused this Certificate to be executed by the facsimile signatures of its duly authorized officers and has caused a facsimile of its corporate
seal to be hereunto affixed. 


DATED: 



	/s/ John D. Muller

SECRETARY	 	
PAYPAL, INC.

CORPORATE

SEAL

MARCH 9, 1999

DELAWARE
	 	/s/ Peter Thiel

CHAIRMAN





	
COUNTERSIGNED AND REGISTERED:
	 	 	AMERICAN STOCK TRANSFER & TRUST COMPANY

(NEW YORK, N.Y.)	 	TRANSFER AGENT

AND REGISTRAR
	BY	 	 	 	 
	 	 	 	 	AUTHORIZED SIGNATURE







PAYPAL, INC.  


    A statement of the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and
the qualifications, limitations or restrictions of such preferences and/or rights as established, from time to time, by the Certificate of Incorporation of the Corporation and by any certificate of
determination, the number of shares constituting each class and series, and the designations thereof, may be obtained by the holder hereof upon request and without charge at the principal office of
the Corporation. 


    The
following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or
regulations: 



	 	TEN COM

TEN ENT

JT TEN	—as tenants in common

—as tenants by the entireties

—as joint tenants with right of survivorship and not as tenants in common	 	UNIF GIFT MIN ACT—	................Custodian................

(Cust)                        (Minor)

under Uniform Gifts to Minors

Act.................................

              (State)
	 	 	 	UNIF TRF MIN ACT—	................Custodian (until age............)

(Cust)

 ................under Uniform Transfers

(Minor)

to Minors Act.................................

                            (State)




Additional
abbreviations may also be used though not in the above list. 


    FOR
VALUE RECEIVED, ________________ hereby sell, assign and transfer unto 



	PLEASE INSERT SOCIAL SECURITY OR OTHER

IDENTIFYING NUMBER OF ASSIGNEE	 	 
	
	 	 
	

	
 	

 





	

 (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
	


	


	

	
 	

Shares
	of the common stock represented by the within Certificate, and do hereby irrevocably constitute and appoint
	

	
 	

Attorney
	to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises.





Dated
________________ 



	

 	
 	
X	
 	

  

	

 	
 	
X	
 	

  

	 	 	NOTICE:	 	THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.





Signature(s)
Guaranteed 



	

By	
 	

  
	
 	

 
	THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT
TO S.E.C. RULE 17Ad-15.	 	 











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EXHIBIT 4.1