SKYPE S.A. AND THE BANK OF NEW YORK MELLON As Depositary AND OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES Deposit Agreement Dated as of , 2010Deposit Agreement • August 9th, 2010 • Skype S.a r.l. • New York
DEPOSIT AGREEMENT dated as of , 2010, among SKYPE S.A., incorporated under the laws of the Grand Duchy of Luxembourg (herein called the Company), THE BANK OF NEW YORK MELLON, a New York banking corporation (herein called the Depositary), and all Owners and Holders from time to time of American Depositary Shares issued hereunder.
CREDIT AGREEMENT dated as of November 19, 2009, among SPRINGBOARD GROUP S.àr.l., as Holdings, SPRINGBOARD FINANCE, L.L.C., as Borrower, The Lenders Party Hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent J.P. MORGAN SECURITIES INC., Joint...Credit Agreement • November 2nd, 2010 • Skype S.a r.l. • Services-prepackaged software • New York
CREDIT AGREEMENT dated as of November 19, 2009 (this “Agreement”), among SPRINGBOARD GROUP S.àr.l., SPRINGBOARD FINANCE, L.L.C., the LENDERS party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
STOCK OPTION GRANT AGREEMENT (NON-QUALIFIED STOCK OPTIONS)Stock Option Grant Agreement • March 4th, 2011 • Skype S.a r.l. • Services-prepackaged software • New York
WHEREAS, the Company has adopted and maintains the Skype Global S.à r.l. Equity Incentive Plan (the “Plan”) to promote the interests of the Company and its Affiliates and shareholders by providing certain Employees of the Company and its Affiliates with an appropriate incentive to encourage them to continue in the employ of the Company or its Affiliates and to improve the growth and profitability of the Company;
EMPLOYMENT AGREEMENTEmployment Agreement • April 13th, 2011 • Skype S.a r.l. • Services-prepackaged software • California
EMPLOYMENT AGREEMENT (this “Agreement”), dated as of April 7, 2011, by and among Skype Inc., a Delaware corporation (the “Company”), and Jonathan Chadwick (the “Executive”).
ContractTransition Services Agreement • March 4th, 2011 • Skype S.a r.l. • Services-prepackaged software
THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THIS EXHIBIT HAS BEEN OMITTED AS CONFIDENTIAL AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
EMPLOYMENT CONTRACTEmployment Agreement • March 4th, 2011 • Skype S.a r.l. • Services-prepackaged software • England
ContractTax Cooperation Agreement • March 4th, 2011 • Skype S.a r.l. • Services-prepackaged software • New York
THIS TAX COOPERATION AGREEMENT (“Agreement”) is entered into as of November 19, 2009, among eBay Inc., a Delaware corporation, (“eBay”), Springboard Group S.à r.l. (formerly SLP III Cayman DS IV Holdings S.à r.l.), a Luxembourg private limited liability company (société à responsabilité limitée) (“Buyer”) and Skype Technologies S.A., a Luxembourg public limited company (société anonyme), (“Skype” and, together with Buyer, the “Buyer Parties”, and collectively with eBay, the “Parties” and each a “Party”).
DIRECTOR AGREEMENT between Skype Global S.à r.l. and Jean-Louis Schiltz With effect between the parties as of January 4, 2010Director Agreement • March 4th, 2011 • Skype S.a r.l. • Services-prepackaged software • Luxembourg
EBAY INC. AND EBAY INTERNATIONAL AG AND SONORIT HOLDING, A.S. AND SPRINGBOARD GROUP S.À.R.L. (FORMERLY SLP III CAYMAN DS IV HOLDINGS S.À.R.L.) AGREEMENT FOR THE SALE AND PURCHASE OF THE ENTIRE SHARE CAPITAL OF SKYPE LUXEMBOURG HOLDINGS S.À.R.L., SKYPE...Agreement for the Sale and Purchase of the Entire Share Capital • March 4th, 2011 • Skype S.a r.l. • Services-prepackaged software
THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THIS EXHIBIT HAS BEEN OMITTED AS CONFIDENTIAL AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ADDENDUM 2 OF THIS EXHIBIT HAS BEEN OMITTED AS CONFIDENTIAL AND FILED SEPARATELY...Payment Processing Agreement • March 4th, 2011 • Skype S.a r.l. • Services-prepackaged software • England
PayPal (Europe) Sàrl & Cie, SCA (“PayPal”), a limited liability partnership registered as number R.C.S. Luxembourg B 118 349, and having a registered office at 22-24 Boulevard Royal, L-2449, Luxembourg, and
EBAY INC. AND EBAY INTERNATIONAL AG AND SONORIT HOLDING, AS AND SPRINGBOARD GROUP S.À.R.L. (FORMERLY SLP III CAYMAN DS IV HOLDINGS S.À.R.L.) AMENDMENT NO. 4 TO AGREEMENT FOR THE SALE AND PURCHASE OF THE ENTIRE SHARE CAPITAL OF SKYPE LUXEMBOURG...Skype S.a r.l. • March 4th, 2011 • Services-prepackaged software
WHEREAS the parties entered into an Agreement for the sale and purchase of the entire share capital of Skype Luxembourg Holdings S.à.r.l., Skype Inc. and Sonorit Holding, AS on 1 September 2009, as amended on 14 September 2009, and as further amended on 19 October 2009, 21 October 2009 and 5 November 2009 (the “SPA”); and
STOCK OPTION GRANT AGREEMENT (NON-QUALIFIED STOCK OPTIONS)Stock Option Grant Agreement • March 4th, 2011 • Skype S.a r.l. • Services-prepackaged software • New York
WHEREAS, the Company has adopted and maintains the Skype Global S.à r.l. Equity Incentive Plan (the “Plan”) to promote the interests of the Company and its Affiliates and shareholders by providing certain employees of the Company and its Affiliates with an appropriate incentive to encourage them to continue in the employ of the Company or its Affiliates and to improve the growth and profitability of the Company;
ADDITIONAL MANAGEMENT SERVICES AGREEMENTAdditional Management Services Agreement • March 4th, 2011 • Skype S.a r.l. • Services-prepackaged software
THIS ADDITIONAL MANAGEMENT SERVICES AGREEMENT (the “Agreement”) is entered into as of November 19, 2009, by and among Springboard Group S.à. r.l. (the “Company”), Andreessen Horowitz Fund I, L.P., as nominee (“AH”), CPP Investment Board Private Holdings Inc. (“CPPIB”), and Silver Lake Management Company III, L.L.C. (“Silver Lake” and Silver Lake, collectively with AH and CPPIB, the “Managers”). Certain capitalized terms used herein are specifically defined in Section 9 of this Agreement.
ContractCredit Agreement • August 9th, 2010 • Skype S.a r.l. • New York
FIRST AMENDMENT dated as of February 23, 2010 (this “Amendment”), to the Credit Agreement dated as of November 19, 2009 (the “Credit Agreement”), among SKYPE GLOBAL S.ÀR.L. (formerly known as Springboard Group S.àr.l.) (“Holdings”), SPRINGBOARD FINANCE, L.L.C. (the “Borrower”), the Lenders from time to time party thereto (the “Lenders”), and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”).
SCHEDULE 1 AND APPENDIX 1 TO SCHEDULE 2 OF THIS EXHIBIT HAVE BEEN OMITTED AS CONFIDENTIAL AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. TERMS AND CONDITIONS (BIBIT) (addressing Acquiring, Gateway and Other Payment Services)Terms and Conditions • March 4th, 2011 • Skype S.a r.l. • Services-prepackaged software
THIS AGREEMENT is dated Friday, 14th of August 2009 and is entered into between Bibit BV, a company incorporated under Dutch Law in the form of a BV company its head office at Regulierenring 10 3981 LB, Bunnik, Netherlands and entered on the commercial register in the Netherlands with number 30150865 and Skype Communications Sarl a company incorporated and registered under the laws of the Grand Duchy of Luxembourg with company number B 100.468 with its registered office at 22/24 Boulevard Royal, L-2449, Luxembourg. Bibit and Skype hereby agree as follows:
AMENDMENT TO THE EMPLOYMENT CONTRACT DATED 09 JANUARY 2007Employment Contract • March 4th, 2011 • Skype S.a r.l. • Services-prepackaged software
AMENDED AND RESTATED EXEMPTED LIMITED PARTNERSHIP AGREEMENT OF SKYPE MANAGEMENT, L.P. DATED SEPTEMBER 22nd, 2010Limited Partnership Agreement • April 13th, 2011 • Skype S.a r.l. • Services-prepackaged software
AMENDMENT No. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • March 4th, 2011 • Skype S.a r.l. • Services-prepackaged software • New York
This Amendment No. 1 (this “Amendment”) amends, effective as of November 12, 2010, that certain Employment Agreement (the “Employment Agreement”) dated as of March 3, 2010, by and among Skype Inc., a Delaware corporation (the “Company”), and Adrian Dillon (the “Executive”).
EBAY INC. AND EBAY INTERNATIONAL AG AND SONORIT HOLDING, AS AND SPRINGBOARD GROUP S.À.R.L. (FORMERLY SLP III CAYMAN DS IV HOLDINGS S.À.R.L.) AMENDMENT NO. 3 AND CONSENT TO AGREEMENT FOR THE SALE AND PURCHASE OF THE ENTIRE SHARE CAPITAL OF SKYPE...Skype S.a r.l. • March 4th, 2011 • Services-prepackaged software
WHEREAS the parties entered into an Agreement for the sale and purchase of the entire share capital of Skype Luxembourg Holdings S.à.r.l., Skype Inc. and Sonorit Holding, AS on 1 September 2009, as amended on 14 September 2009, and as further amended on 19 October 2009 and 21 October 2009 (the “SPA”); and
ContractCredit Agreement • November 2nd, 2010 • Skype S.a r.l. • Services-prepackaged software • New York
SECOND AMENDMENT dated as of September 17, 2010 and effective as of July 23, 2010 (the “Effective Date”; and this Second Amendment, this “Amendment”), to the Credit Agreement dated as of November 19, 2009, as amended by the First Amendment dated as of February 23, 2010 (the “Credit Agreement”), among SKYPE GLOBAL S.À R.L. (formerly known as Springboard Group S.à r.l.) (“Holdings”), SPRINGBOARD FINANCE, L.L.C. (the “Borrower”), the Lenders from time to time party thereto (the “Lenders”), and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”).
CONSULTING ENGAGEMENT AGREEMENTConsulting Engagement Agreement • March 4th, 2011 • Skype S.a r.l. • Services-prepackaged software • Luxembourg
This Consulting Engagement Agreement together with Exhibits A and B (the “Agreement”) is made between MILESCAPES LTD, Network House, Thorn Office Centre, Straight Mile Road, Rotherwas, Hereford HR2 6JT (the “Consultant”) and Skype Global S.a.r.l Lux, a Luxembourg corporation with registered address at 65 Boulevard Grande-Duchesse Charlotte, L-1331, Luxembourg (the “Company”).
EBAY MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • March 4th, 2011 • Skype S.a r.l. • Services-prepackaged software
THIS EBAY MANAGEMENT SERVICES AGREEMENT (the “Agreement”) is entered into as of November 19, 2009, by and between Springboard Group S.à r.l. (the “Company”), and eBay International AG (the “Manager”). Certain capitalized terms used herein are specifically defined in Section 9 of this Agreement.
EBAY INC. AND EBAY INTERNATIONAL AG AND SONORIT HOLDING, AS AND SPRINGBOARD GROUP S.À.R.L. (FORMERLY SLP III CAYMAN DS IV HOLDINGS S.À.R.L.) AMENDMENT TO AGREEMENT FOR THE SALE AND PURCHASE OF THE ENTIRE SHARE CAPITAL OF SKYPE LUXEMBOURG HOLDINGS...Skype S.a r.l. • March 4th, 2011 • Services-prepackaged software
WHEREAS the parties entered into an Agreement for the sale and purchase of the entire share capital of Skype Luxembourg Holdings S.à.r.l., Skype Inc., Camino Networks, Inc. and Sonorit Holding, AS on 1 September 2009, as amended on 14 September 2009 (the “SPA”).
MASTER MANAGEMENT SERVICES AGREEMENTMaster Management Services Agreement • March 4th, 2011 • Skype S.a r.l. • Services-prepackaged software
THIS MASTER MANAGEMENT SERVICES AGREEMENT (the “Agreement”) is entered into as of November 19, 2009, by and among Springboard Group S.à. r.l. (the “Company”), Andreessen Horowitz Fund I, L.P., as nominee (“AH”), CPP Investment Board Private Holdings Inc. (“CPPIB”), Shareholder Services, LLC (“Services”), Joltid Limited (“Joltid”), and Silver Lake Management Company III, L.L.C. (“Silver Lake” and Silver Lake, collectively with AH, CPPIB, Services and Joltid, the “Managers”). Certain capitalized terms used herein are specifically defined in Section 9 of this Agreement.
SEPARATION AGREEMENT AND RELEASESeparation Agreement • March 4th, 2011 • Skype S.a r.l. • Services-prepackaged software • New York
This Separation Agreement and Release of Claims (the “Agreement”) is made by and among Joshua Silverman (the “Employee”), an individual, and Skype Inc., a Delaware corporation (the “Company”).
SELLER SUBORDINATED NOTESeller Subordinated Note • March 4th, 2011 • Skype S.a r.l. • Services-prepackaged software • New York
FOR VALUE RECEIVED, the undersigned, Springboard Finance Holdco, L.L.C. (the “Company”), a Delaware limited liability company, hereby unconditionally promises to pay to the order of eBay International AG, a Swiss company (including any permitted assignee or transferee of, or other permitted holder of, this Note, the “Seller”) in lawful money of the United States of America on the Maturity Date the principal sum of ONE HUNDRED TWENTY FIVE MILLION (U.S.$125,000,000). The Company further hereby agrees to pay interest on the unpaid principal amount hereof from time to time outstanding at the rates and on the dates specified in Section 2. This Note is referred to in, and was executed and delivered in connection with, that certain Purchase Agreement, dated as of September 1, 2009 (as amended, supplemented or otherwise modified from time to time, the “Purchase Agreement”), among eBay Inc., the Seller, Sonorit Holding, AS and Springboard Group S.àr.l.
PATENT CROSS-LICENSEPatent Cross-License • March 4th, 2011 • Skype S.a r.l. • Services-prepackaged software • California
THIS PATENT CROSS-LICENSE (“Agreement”) is entered into as of November 19, 2009 (the “Effective Date”) between eBay Inc., a Delaware corporation, (“eBay”) and Skype Technologies S.A., a Luxembourg public limited company (société anonyme), (“Skype”, and collectively with eBay the “Parties” and each a “Party”).
SEPARATION AGREEMENT AND RELEASESeparation Agreement • April 13th, 2011 • Skype S.a r.l. • Services-prepackaged software • New York
This Separation Agreement and Release of Claims (the “Agreement”) is made by and among Adrian Dillon (the “Employee”), an individual, and Skype Inc., a Delaware corporation (the “Company”).
EBAY INC. AND EBAY INTERNATIONAL AG AND SONORIT HOLDING, AS AND SPRINGBOARD GROUP S.À.R.L. (FORMERLY SLP III CAYMAN DS IV HOLDINGS S.À.R.L.) AMENDMENT NO. 2 TO AGREEMENT FOR THE SALE AND PURCHASE OF THE ENTIRE SHARE CAPITAL OF SKYPE LUXEMBOURG...Skype S.a r.l. • March 4th, 2011 • Services-prepackaged software
WHEREAS the parties entered into an Agreement for the sale and purchase of the entire share capital of Skype Luxembourg Holdings S.à.r.l., Skype Inc., and Sonorit Holding, AS on 1 September 2009, as amended on 14 September 2009, and as further amended on 19 October 2009 (the “SPA”).
Dated:- August 11th, 2010 Skype Global S.à.r.l. And Mr. Miles Flint Chairmanship Mandate AgreementChairmanship Mandate Agreement • March 4th, 2011 • Skype S.a r.l. • Services-prepackaged software • Luxembourg
Skype Global S.à r.l,, a société à responsabilité limitée, incorporated under the laws of the Grand Duchy of Luxembourg, having its registered office at 65 Boulevard Grande-Duchesse Charlotte, L-1331, Luxembourg (Grand Duchy of Luxembourg), having a share capital of USD 94,455.80 and registered with the Luxembourg Register of Commerce and Companies under the number B. 141.496 (the “Company”),
ContractCredit Agreement • November 2nd, 2010 • Skype S.a r.l. • Services-prepackaged software • New York
FIRST AMENDMENT dated as of February 23, 2010 (this “Amendment”), to the Credit Agreement dated as of November 19, 2009 (the “Credit Agreement”), among SKYPE GLOBAL S.ÀR.L. (formerly known as Springboard Group S.àr.l.) (“Holdings”), SPRINGBOARD FINANCE, L.L.C. (the “Borrower”), the Lenders from time to time party thereto (the “Lenders”), and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”).
Page 1. DEFINITIONS 1 2. ORIGINAL ISSUE OF WARRANTS 5 2.1. Form of Warrant Certificates 5 2.2. Execution and Delivery of Warrant Certificates 5 3. EXERCISE PRICE; EXERCISE OF WARRANTS AND EXPIRATION OF WARRANTS 5 3.1. Exercise Price 5 3.2. Exercise of...Warrant Agreement • November 2nd, 2010 • Skype S.a r.l. • Services-prepackaged software • New York
This AGREEMENT (this “Agreement”) dated as of November 19, 2009 by and between Springboard Group S.à r.l., a Luxembourg private limited liability company (société à responsabilité limitée), having its registered office at 65 Boulevard Grande-Duchesse Charlotte, L-1331 Luxembourg, and registered with the Luxembourg Trade and Companies Register under number B 141.496 (the “Company”), and Joltid Limited, a British Virgin Islands limited company (including its Permitted Transferees, “Holder”; together with the Company, the “Parties”).
