exv10w35



 











Exhibit 10.35




AMENDED AND RESTATED CERTIFICATE OF INCORPORATION




OF




eBay Inc.



   
[Pursuant to Section 242 and 245 of the General Corporation
Law of the State of Delaware]



   
eBay Inc., a corporation organized and existing under the laws
of the State of Delaware, does hereby certify as follows:



   
1. The name of the corporation is eBay Inc. The date of the
filing of its original certification of incorporation with the
Secretary of State was March 13, 1998.



   
2. This amended and restated certificate of incorporation
amends, restates and integrates the certificate of incorporation
of said corporation and has been duly adopted in accordance with
the provisions of Sections 242 and 245 of the General
Corporation Law of the State of Delaware by the favorable vote
of the holders of a majority of the outstanding stock entitled
to vote thereon.



   
3. The text of the certificate of incorporation is hereby
amended and restated to read herein as set forth in full.




ARTICLE I



   
The name of the corporation is eBay Inc.




ARTICLE II



   
The address of the registered office of the corporation in the
State of Delaware is 160 Greentree Drive, Suite 101,
City of Dover 19904, County of Kent. The name of its registered
agent at that address is National Registered Agents, Inc.




ARTICLE III



   
The purpose of the corporation is to engage in any lawful act or
activity for which corporations may be organized under the
General Corporation Law of the State of Delaware.




ARTICLE IV



   
The total number of shares of all classes of stock which the
corporation has the authority to issue is Three Billion Five
Hundred Ninety Million (3,590,000,000) shares, consisting
of two classes: Three Billion Five Hundred Eighty Million
(3,580,000,000) shares of Common Stock, $0.001 par
value per share, and Ten Million (10,000,000) shares of
Preferred Stock, $0.001 par value per share.



   
The Board of Directors is authorized, subject to any limitations
prescribed by the law of the State of Delaware, to provide for
the issuance of the shares of Preferred Stock in one or more
series, and, by filing a Certificate of Designation pursuant to
the applicable law of the State of Delaware, to establish from
time to time the number of shares to be included in each such
series, to fix the designation, powers, preferences and rights
of the shares of each such series and any qualifications,
limitations or restrictions thereof, and to increase or decrease
the number of shares of any such series (but not below the
number of shares of such series then outstanding). The number of
authorized shares of Preferred Stock may also be increased or
decreased (but not below the number of shares thereof then
outstanding) by the affirmative vote of the holders of a
majority of the stock of the corporation entitled to vote,
unless a vote of any other holders is required pursuant to a
Certificate or Certificates establishing a series of Preferred
Stock.



   
Except as otherwise expressly provided in any Certificate of
Designation designating any series of Preferred Stock pursuant
to the foregoing provisions of this Article IV, any new
series of Preferred Stock may be designated, fixed and
determined as provided herein by the Board of Directors without
approval of the holders of Common Stock or the holders of
Preferred Stock, or any series thereof, and any such new series
may have powers, preferences and rights, including, without
limitation, voting rights, dividend rights, liquidation rights,
redemption rights and conversion rights, senior to, junior to or
pari passu with the rights of the Common Stock, the Preferred
Stock, or any future class or series of Preferred Stock or
Common Stock.










 




ARTICLE V



   
The Board of Directors of the corporation shall have the power
to adopt, amend or repeal Bylaws of the corporation.




ARTICLE VI



   
A. Election of directors need not be by written ballot
unless the Bylaws of the corporation shall so provide.



   
B. The directors, other than those who may be elected by
the holders of Preferred Stock under specified circumstances,
shall be divided into three classes with the term of office of
the first class (Class I) to expire at the annual meeting
of the stockholders held in 1999; the term of office of the
second class (Class II) to expire at the annual meeting of
stockholders held in 2000; the term of office of the third class
(Class III) to expire at the annual meeting of stockholders
held in 2001; and thereafter for each such term to expire at
each third succeeding annual meeting of stockholders after such
election. All directors shall hold office until the expiration
of the term for which elected, and until their respective
successors are elected, except in the case of the death,
resignation, or removal of any director.



   
C. Subject to the rights of the holders of any series of
Preferred Stock then outstanding, newly created directorships
resulting from any increase in the authorized number of
directors or any vacancies in the Board of Directors resulting
from death, resignation or other cause may be filled (a) by
a majority of the directors, although less than a quorum, or
(b) by a sole remaining director, and directors so chosen
shall hold office for a term expiring at the next annual meeting
of stockholders at which the term of office of the class to
which they have been elected expires, and until their respective
successors are elected, except in the case of the death,
resignation, or removal of any director. No decrease in the
number of directors constituting the Board of Directors shall
shorten the term of any incumbent director.



   
D. Any action required or permitted to be taken by the
stockholders of the corporation must be effected at a duly
called annual or special meeting of stockholders of the
corporation and may not be effected by any consent in writing by
such stockholders.



   
E. Special meetings of stockholders of the corporation may
be called only by either the Board of Directors pursuant to a
resolution adopted by a majority of the total number of
authorized directors (whether or not there exist any vacancies
in previously authorized directorships at the time any such
resolution is presented to the Board for adoption), the Chairman
of the Board or the Chief Executive Officer.




ARTICLE VII



   
A. To the fullest extent permitted by law, no director of
the corporation shall be personally liable for monetary damages
for breach of fiduciary duty as a director. Without limiting the
effect of the preceding sentence, if the Delaware General
Corporation Law is hereafter amended to authorize the further
elimination or limitation of the liability of a director, then
the liability of a director of the corporation shall be
eliminated or limited to the fullest extent permitted by the
Delaware General Corporation Law, as so amended.



   
B. To the fullest extent permitted by applicable law, this
corporation is also authorized to provide indemnification of
(and advancement of expenses to) agents (and any other persons
to which Delaware law permits this corporation to provide
indemnification) through bylaw provisions, agreements with such
agents or other persons, vote of stockholders or disinterested
directors or otherwise, in excess of the indemnification and
advancement otherwise permitted by Section 145 of the
Delaware General Corporation Law, subject only to limits created
by applicable Delaware law (statutory or non-statutory), with
respect to actions for breach of duty to the corporation, its
stockholders, and others.



   
C. Neither any amendment nor repeal of this
Article VII, nor the adoption of any provision of this
Amended and Restated Certificate of Incorporation inconsistent
with this Article VII, shall eliminate, reduce or otherwise
adversely affect any limitation on the personal liability of a
director of the corporation existing at the time of such
amendment, repeal or adoption of such an inconsistent provision.











 



   
In Witness
Whereof, this Amended and Restated Certificate of
Incorporation of eBay Inc. has been signed and attested as of
this 23rd day
of June, 2005.






		/s/ MARGARET C. WHITMAN
	 	
    
Margaret C. Whitman,
	 	
    President and Chief Executive Officer




Attest:





/s/ MICHAEL R. JACOBSON


Michael R. Jacobson, Secretary