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STIPULATION AND [PROPOSED] ORDER

REGARDING DISMISSAL OF ACTION WITHOUT

PREJUDICE - (LEAD CASE NO. 5:17-CV-000162-RS)

JAMES N. KRAMER (SBN 154709)

jkramer@orrick.com

ALEXANDER K. TALARIDES (SBN 268068)

atalarides@orrick.com 

SUZETTE J. BARNES (SBN 273116)

springle@orrick.com 

ORRICK, HERRINGTON & SUTCLIFFE LLP

The Orrick Building

405 Howard Street

San Francisco, CA 94105-2669

Telephone: (415) 773-5700

Facsimile: (415) 773-5759

Attorneys for Nominal Defendant

PayPal Holdings, Inc. and Individual Defendants

Daniel H. Schulman, John D. Rainey, Patrick 

L.A. Dupuis, Wences Casares, Jonathan 

Christodoro, John J. Donahoe, David W. 

Dorman, Gail J. McGovern, David M. Moffett, 

Pierre M. Omidyar and Frank D. Yeary

[Additional counsel on signature page]

UNITED STATES DISTRICT COURT

NORTHERN DISTRICT OF CALIFORNIA

IN RE PAYPAL HOLDINGS, INC. 

SHAREHOLDER DERIVATIVE LITIGATION 

Lead Case No. 3:17-cv-00162-RS

(Consolidated with No. 3:17-cv-02206-RS; 

3:17-cv-02428-RS; and 5:17-cv-02446-RS)

STIPULATION AND [PROPOSED] 

ORDER REGARDING DISMISSAL OF 

ACTION WITHOUT PREJUDICE

Hon. Richard Seeborg

Courtroom 3, 17th Floor

This Document Relates To: 

ALL ACTIONS
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- 1 - STIPULATION AND [PROPOSED] ORDER

REGARDING DISMISSAL OF ACTION WITHOUT

PREJDICE - (LEAD CASE NO. 5:17-CV-000162-RS)

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.
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- 2 - STIPULATION AND [PROPOSED] ORDER

REGARDING DISMISSAL OF ACTION WITHOUT

PREJDICE - (LEAD CASE NO. 5:17-CV-000162-RS)

Dated: April 25, 2018 JAMES N. KRAMER

ALEXANDER K. TALARIDES

SUZETTE J. BARNES

Orrick, Herrington & Sutcliffe LLP

/s/ Alexander K. Talarides

ALEXANDER K. TALARIDES

Attorneys for Nominal Defendant

PayPal Holdings, Inc., and Individual Defendants

Daniel H. Schulman, John D. Rainey, Patrick L.A. 

Dupuis, Wences Casares, Jonathan Christodoro, John 

J. Donahoe, David W. Dorman, Gail J. McGovern, 

David M. Moffett, Pierre M. Omidyar and Frank D. 

Yeary

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.

Dated: April 25, 2018 BRIAN J. ROBBINS

FELIPE J. ARROYO

SHANE P. SANDERS

SCOTT F. TEMPLETON

ROBBINS ARROYO LLP

/s/ Shane P. Sanders

Shane P. Sanders

Counsel for Plaintiffs Steve Sims and Edith Liss and 

Co-Lead Counsel for All Plaintiffs
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- 3 - STIPULATION AND [PROPOSED] ORDER

REGARDING DISMISSAL OF ACTION WITHOUT

PREJDICE - (LEAD CASE NO. 5:17-CV-000162-RS)

***

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.

DATED: _______________________

THE HONORABLE RICHARD SEEBORG

UNITED STATES DISTRICT JUDGE