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...

PART A: PAYPAL TERMS

5. USER AGREEMENT

(a) Paragraph 6(a) is deleted and replaced with: “Merchant may utilise third parties to perform certain of the Merchant obligations set out in this Schedule with our express written consent (not to be unreasonably withheld nor delayed);

(b) Paragraph 6(c)(iii) is deleted and replaced with: “and warrants that it will comply with the terms of the agreement it has entered into with the Technical Service Provider”;

(c) Paragraph 6(c)(iv) is deleted and replaced with: “PayPal (at its discretion) registering the Technical Service Provider with the Association(s)”; and

(d) Paragraph 6(d): the term “gateway processor” is deleted.

7. MAINTAINING ACCOUNT CONTROL

(a) Ensure that the Principal Representative of the Merchant’s Account has authority to administer and remove additional logins as appropriate;

Merchant and PayPal acknowledge that they are each a data controller when processing personal data of Shared Customers. Neither Merchant nor PayPal act as data processors of each other. For the purposes of this clause, the terms “personal data”, “data controller” and “processing” shall have the meanings given to the by the Directive 95/46/EC on the protection of individuals with regard to the processing of personal data as the same may be amended, modified or replaced from time to time.

9.1 “Confidential Information”. “Confidential Information” means any information of the disclosing party that the receiving party should reasonably understand to be confidential based on the context of disclosure or the information itself, whether or not marked as confidential. The codes provided by PayPal to identify the Merchant in instructions given to a PayPal API and information accessed or disclosed in using the API are included as Confidential Information.

9.2 Mutual obligations. Each party shall hold the other party’s Confidential Information in confidence and neither shall disclose such Confidential Information to third parties other than companies under common ownership or control provided that such information is disclosed solely for the purposes of this Agreement and provided that the disclosing party ensures that such recipients are made aware, prior to the disclosure of such Confidential Information, of the confidential nature thereof, that they owe a duty of confidence to the disclosing Party and agree to hold such Confidential Information in confidence in accordance with the terms of this Agreement; and to use its reasonable endeavours to ensure that such persons and bodies comply with such obligations.. Neither party may use the other party’s Confidential Information for any purpose other than those of this Agreement.

9.3 Exceptions. The obligations of the preceding clause shall not apply to Confidential Information which (a) is already known by the recipient, (b) becomes publicly known through no act or fault of the recipient, (c) is received by recipient from a third party without a restriction on its disclosure or use, (d) is independently developed by the recipient without reference to any Confidential Information (e) is necessary to disclose to enable the parties’ professional advisers to carry out their duties effectively; or (f) is required by law or by the rules of the UK Listing Authority, the London Stock Exchange (or any other recognised stock exchange) (whether directly or indirectly).

9.4 Survival. The obligations of this clause 9 survive termination of this agreement for six years.

10. INTELLECTUAL PROPERTY

11. NO-FAULT TERMINATION

12. BREACH AND LIABILITY

CLAIMS AND LIABILITY LIMITS

The party performing an indemnity shall:

a. Any loss of profits, goodwill, business, contracts, revenue or anticipated savings; or for any loss or corruption of data; or

b. Any indirect or consequential loss or damage whatsoever, even if the defending party was advised in advance of the possibility of such loss or damage.

However, notwithstanding any provision to the contrary, nothing in this Agreement shall operate to limit or exclude the liability of either party for death or personal injury caused by that party’s negligence, or for any other liability that cannot lawfully be limited or excluded. This clause applies to indemnities as well as to other obligations.

DEFINITIONS

In addition to the definitions provided in the User Agreement, the following additional definitions apply for purposes of this Agreement:

13.6 Agreement: This document and its components as listed in clause 4.

13.7 Country of Origin: means the country where Skype is established as meant in the European Directive 2003/31/EC of the European Parliament and of the Council of June 8, 2000, on certain legal aspects of information society services, in particular e-commerce, in the Internal Market (Directive on electronic commerce);

13.8 Covered Account: An Account to which this Agreement applies according to clause 1.2 above.

13.9 Effective Date: The date on which the last of the parties to execute this Agreement does so, or another later date agreed by the parties and specified in this Agreement.

13.10 Incorporated Agreements: has the meaning ascribed to it in clause 5.1.

13.11 PayPal Website: The website provided by PayPal for the Account Nationality of the relevant Account. In the case of a UK Account, the PayPal Website is currently at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇.▇▇.▇▇. References to PayPal Websites for other countries can be found via a link from any other PayPal Website.

13.12 Principal Representative: The individual in the Merchant’s organisation who coordinates or oversees the Merchant’s use of the Services and relationship with PayPal.

13.13 Quarter: means the period of time from the Effective Date until 31 December 2009 and following this date, each consecutive period of three months thereafter, or any shorter period commencing on a day immediately following the end of any such three month period and ending on termination of this agreement (and the term “Quarterly” shall be construed accordingly).

13.14 Services: All payment services and related products, services and functionality available through the PayPal Website including PayPal Website Payments Pro.

13.15 Shared Customer: A user of the worldwide web who both has a PayPal Account and obtains goods or services from the Merchant.

13.16 User Agreement: The contract entered into online as part of the online registration process required to open a PayPal Account, as such agreement is amended in accordance with clause 12.1 of Addendum 1 of the Payment Processing Agreement. See also clause 5. The current User Agreement is to be found via a link from the footer of nearly every page on the PayPal Website. It includes certain policies, notably the Acceptable Use Policy and Privacy Policy, which are also listed on the PayPal Website.

13.17 PayPal Website Payments Pro Agreement. The terms governing the use of the service known as PayPal Website Payments Pro as displayed in the online registration process allowing customers to sign up electronically to the PayPal Website Payments Pro products and services, as such agreement is amended in accordance with clause 5.3 of Addendum 1 of the Payment Processing Agreement.

13.18 Your Website: A website of the Merchant which is associated with payments made via the Covered Accounts (as listed in clause 1.2.)

MISCELLANEOUS

13.19 Choice of law and jurisdiction. This Agreement shall be governed by the laws of England and is subject to the exclusive jurisdiction of English courts.

13.20 Assignment by consent. Neither party may assign this Agreement or any rights under it, in whole or in part, without the other party’s prior written consent (which consent shall not be unreasonably withheld or delayed), except that PayPal may on notice to the Merchant assign the benefit of this Agreement to a Group Company of PayPal. Any attempt to assign this Agreement other than as permitted above will be null and void.

Either of PayPal and Merchant may also give notice to the other that it wishes to novate this Agreement to another Group Company of such party and the other shall consent to any such proposed novation such consent not to be unreasonably withheld or delayed, provided that, in either case, the Group Company to which this Agreement shall be novated is of no lesser financial or regulatory status than the party which will be replaced and that the party which is to give consent, acting reasonably, is satisfied that the terms of the novation are not prejudicial to its interests.

13.21 Opt-out from Payment Services Regulations. The parties agree that all provisions of Part 5 of the Payment Services Regulations 2009 do not apply to this Agreement.

13.22 Severability. Should any provision of this Agreement be invalid or unenforceable, the remainder shall remain effective and enforceable to the fullest extent permitted by law.

13.23 Fees payable from Account. The Merchant agrees that PayPal may debit the Account to collect any fees, charges or other amounts owing to PayPal and payable by Merchant in connection with Merchant’s use of the Services in accordance with clause 2 of this Agreement. All fees are payable without set off or other deductions.

13.24 No agency or partnership. This Agreement does not create or imply any partnership, agency or joint venture.

13.25 Writing required. Without prejudice to clause 5.1, to be valid, any amendment or waiver of this Agreement must be in writing, but an email may suffice for a waiver sent by either party. Failure by either party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision.

13.26 No third party beneficiaries. A person who is not a party to this Agreement has no rights under the Contracts (Rights of Third Parties) ▇▇▇ ▇▇▇▇.

13.27 No warranty; interruptions of service. PayPal shall make reasonable efforts to ensure that requests for electronic debits and credits involving bank Accounts, credit and/or debit cards are processed in a timely manner; however PayPal explicitly disclaims any warranties or representations regarding the amount of time necessary to complete the processing of payments. PayPal does not warrant, agree or represent that the Merchant will have continuous, uninterrupted or secure access to the Services or, that the information about other users and provided to the Merchant is accurate and/or up to date. PayPal shall not be liable for any delay or failure in the provision of the Service where such failure or delay is outside PayPal’s reasonable control (including, without limitation, failures or delays associated with electronic communication network faults). Merchant acknowledges that its access to the Service may be occasionally restricted to allow for repairs, maintenance or the introduction of new facilities or services.

13.28 Survival. The obligations of clause 9 (Confidential information) and clause 12 (Breach and Liability) and this clause survive termination of this Agreement for six years.

13.29 Counterparts. This Agreement may be executed in any number of counterparts and by the parties on separate counterparts but shall not be effective until each person has executed at least one counterpart and each counterpart, when executed, shall be an original of this Agreement and all counterparts shall together constitute one and the same instrument. Each counterpart may be signed by such a person or persons and transmitted by facsimile transmission (or by electronic transmission of a scan of such executed counterpart), which shall be valid and effectual as it executed as an original.

13.30 Disputes. In the event that either party wishes to raise a dispute with respect to the terms of this Agreement, that party may refer the matter to the relationship managers of each party who shall discuss the matter and shall in good faith consider the concerns raised by the party providing notice of the dispute and aim to resolve the matter. If the party raising the dispute continues to have concerns after such discussions then it may refer the matter to the other party’s Managing Directors. In the event that no resolution is reached following such referral then each party may rely on any remedies it considers to be appropriate.

PART B: BANK TERMS FOR CARD PAYMENTS

The terms set out in the remainder of this Agreement pertain to card transactions used to fund a PayPal Account, which in turn can be used to pay the Merchant. Card transactions by the Merchant that do not fund a PayPal Account are not affected by the terms below.

One of the following ‘commercial entity agreements’ will apply, depending on which of PayPal’s banking partners carries out a particular card transaction.

14 FOR CARD TRANSACTIONS BY NATWEST

This Commercial Entity User Agreement for PayPal Payment Card Funded Processing Services (“Commercial Entity Agreement” or “CEA”) is provided to all PayPal Users that are Commercial Entities (as defined by Visa Europe, Visa Inc, Visa International, MasterCard Worldwide, UK Maestro, Solo and/or International Maestro”(together the” “Associations”)) and open a

Premier or Business Account (such use of such accounts collectively termed the “Premier/Business Service”). Each such PayPal User is hereby referred to as “Merchant” and may be referred to herein as “you” and/or “your”. This CEA constitutes your separate legally binding contract for credit and debit card processing for PayPal transactions between you and National Westminster Bank PLC and its Affiliate(s) (collectively, the “Bank”). For the purpose of this CEA, “Affiliate(s)” shall mean the financial institution(s) domiciled in the same Association region as you are domiciled in for Association purposes and which Bank has formed a relationship with in accordance with Association requirements to allow the processing of card transactions the identity of which you can obtain on contacting PayPal. In accordance with the provisions of this CEA, the Bank may terminate its provision of credit and debit card processing services and enforce any of the provisions of Merchant’s PayPal Payment Processing Agreement (also known as the PayPal User Agreement) (“PPA”), agreed by and between Merchant and PayPal. In this CEA “we”, “us” and “our” refer to Bank.

Merchant agrees to the terms and conditions of this CEA. Merchant further agrees that this CEA forms a legally binding contract between Merchant and Bank. This Commercial Entity Agreement may be amended at any time by us via PayPal posting a revised version of the CEA on the PayPal website(s). The revised version will be effective at the time PayPal posts it. If we propose to change this CEA in a substantial manner, we will provide you with at least 30 days’ prior notice of such a change by posting notice on the “Policy Updates” page of PayPal’s web site(s). After this 30 days’ notice, you will be considered as having expressly consented to all amendments to the CEA. If you disagree with those proposed amendments, you may close your account before the expiry of such 30 day period in accordance with the terms of the PPA and this CEA will terminate on the closure of your account. For the purpose of the CEA a change to this CEA will be considered to be made in a “substantial manner” if the change involves a reduction to your rights or increases your responsibilities. .

Purpose of this CEA. When your customers pay you through PayPal, they have the option of paying you through a funding source offered on the PayPal website including a card funded payment. In most instances, you will not know the funding source that your customer selected. Since you may be the recipient of a card funded payment, the Associations require that you enter into a direct contractual relationship with a bank who is a member of the Associations. By entering into this CEA, you are fulfilling such Association requirement and you are agreeing to comply with Association rules as they pertain to payments you receive through the PayPal service.

Association Rules.

This Commercial Entity User Agreement for Credit Card Processing Services (“Commercial Entity Agreement” or “CEA”) is provided to all PayPal Users that meet the definition of “Commercial Entities” or the equivalent under Association Rules (defined below) and that open and use a Premier or Business Account (such use of such Accounts collectively termed the “Premier/Business Service”). (Each such entity or person receiving this document is hereby referred to as “Merchant”). This CEA constitutes Merchant’s separate legally binding contract for credit card processing between (1) Merchant, as a Commercial Entity; and (2) Member (which is HSBC Bank plc or any member of the group of companies of which HSBC Holdings plc is the holding company or any relevant third party with which any such HSBC company shares a Bank Identification Number (BIN) in the Merchant’s country of residence) for MasterCard and Visa transactions acquired for Merchants. Member may terminate its provision of credit card processing services and enforce or rely on any term or provision of the Merchant’s PayPal User Agreement (“PUA”), all of which Member considers relevant are incorporated in this CEA by reference. In this CEA “we”, “us” and “our” refer to Member. Any reference to the PUA shall mean the PayPal User Agreement made between Merchant and PayPal.

By accepting the Commercial Entity Agreement, Merchant agrees to the terms and conditions of this CEA and any documents incorporated by reference. Merchant further agrees that this CEA forms a legally binding contract between Merchant and Member. Any rights not expressly granted herein are reserved by Member. Descriptions of material amendments to this CEA will be provided as applicable. Any capitalised terms used in this CEA and not otherwise defined shall have the meanings set forth in the PUA.

Association Rules

the value of cheques, Visa TravelMoney, or currency sold in a single transaction, plus any applicable commissions. Merchant agrees that under no circumstances shall a Visa or MasterCard transaction represent collection of a dishonoured cheque.

Card Associations

Visa U.S.A., Inc. and Visa International (“Visa”) and MasterCard International Incorporated (“MasterCard”) (the “Associations”) have developed rules and regulations (the “Association Rules”) that govern their member banks and merchants in the procedures, responsibilities and allocation of risk for payments made through the Associations. By accepting this CEA, Merchant is agreeing to comply with all such Association Rules.

This CEA will terminate automatically upon any termination of Merchant’s PUA.