e was an equal partner with Jack Dorsey and Jim McKelvey in the business enterprise that ultimately evolved into Square, and that Mr. Dorsey and Mr. McKelvey breached their alleged oral joint venture agreement with Mr. Morley by excluding him from ownership in Square. Mr. Morley is seeking a judgment and

hment, and misappropriation of trade secrets, as well as other related claims. Mr. Morley contends that he was an equal partner with Jack Dorsey and Jim McKelvey in the business enterprise that ultimately evolved into Square, and that Mr. Dorsey and Mr. McKelvey breached their alleged oral joint venture agre

Non-current portion of capital lease obligation S 65 F-44 Table of Content% Litigation On December 1, 2010, the Company, along with co-founder Jim McKelvey, filed a complaint in the United States District Court for the Eastern District of Missouri (Civil Action No. 4:10-cv-02243) against REM Holdings 3,

p of three patents. The patents named Robert Morley as the sole inventor and REM as their assignee of rights, and the Company filed suit to have Mr. McKelvey added as an inventor. REM subsequently filed counterclaims alleging that the Company had infringed those same three patents. The litigation was stay

. Rul. 2003-7 continued until the transactions were closed by the future delivery of cash or shares under the terms of the modified contracts • The McKelvey case is not a panacea: — The IRS has not acquiesced to the Tax Court's decision and may appeal or litigate in another forum — The IRS believes that

legal, and accounting advisors before engaging in any financial transactions. 38 EFTA00506063 "Rolling" a variable prepaid forward contract: The McKelvey case A recent Tax Court case may provide investors with a significant opportunity • Regulations published under Internal Revenue Code §1001 general

tely prior to the effectiveness of the registration statement relating to this offering. He will remain an advisor to the board. Jim McKelvey. Mr. McKelvey is our co-founder and has served as a member of our board of directors since July 2009. Since July 2013, Mr. McKelvey has served as a Managing Direc

take effect immediately prior to the effectiveness of the registration statement relating to this offering. He will remain an advisor to the board. Jim McKelvey. Mr. McKelvey is our co-founder and has served as a member of our board of directors since July 2009. Since July 2013, Mr. McKelvey has served as a

ffice (PTO) granted in 2010 and 2011, name Mr. Morley as the sole inventor and REM as their assignee of rights. The 2010 Complaint sought to add Mr. McKelvey as a named inventor of those patents given his significant contributions to the claimed inventions. REM counterclaimed, alleging infringement by Squ

n patents and over Mr. Morley's early involvement in the business enterprise that became Square. On December 1, 2010, we, along with our co-founder Jim McKelvey, filed a complaint (2010 Complaint) in the United States District Court for the Eastern District of Missouri (District Court), which, as amended, co

y of attorneys. The Eleventh Circuit has held that simple negligence in meeting a court-imposed deadline is not sufficient to warrant dismissal. See McKelvey. AT & T Techs., Inc., 789 F.2d 1518, 1520 (11th Cir.1986) (per curiam). Here, there is not even negligence, as the victims have not failed to meet

y of attorneys. The Eleventh Circuit has held that simple negligence in meeting a court-imposed deadline is not sufficient to warrant dismissal. See McKelvey. AT & T Techs., Inc., 789 F.2d 1518, 1520 (11th Cir.1986) (per curiam). Here, there is not even negligence, as the victims have not failed to meet

y of attorneys. The Eleventh Circuit has held that simple negligence in meeting a court-imposed deadline is not sufficient to warrant dismissal. See McKelvey v. AT & T Techs., Inc., 789 F.2d 1518, 1520 (11th Cir.I986) (per curiam). Here, there is not even negligence, as the victims have not failed to mee

2,430 Adjusted EBITDA 5(70,579) $ (51,530) $ (67,741) $ (57,049) $ (35,046) 22 Table of Contenti A NOTE FROM JACK We started Square because Jim McKelvey, our co-founder and my second boss (after my mother!), couldn't accept a credit card for his art. Setting up a merchant account was painful. The ap

dicated. Signature Title Date Is/ Jack Dorsey Jack Dorsey /s/ Sarah Friar Sarah Friar • Roelof Botha • Earvin Johnson • Vinod Khosla • Jim McKelvey • Mary Meeker • Ruth Simmons Lawrence Summers David Viniar * By: /s/ Jack Dorsey Jack Dorsey Attorney-in-Fact Table of Contenbt Exhibit

's and REM's remaining claims of the patents in the 2010 Complaint, Mr. Morley and REM filed a complaint against us and against Jack Dorsey and Mr. McKelvey, in the District Court, alleging that the formation of Square and the development of our card reader and decoding technologies constituted, among ot

arah Friar Dana Wagner Francoise Brougher Alyssa Henry Non-Employee Directors: Roelof Botha(1)(2) Earvin "Magic" Johnson. Jr.(3) Vinod Khosla Jim McKelvey Mary Meeker(2) Ruth Simmons(3) Lawrence Summers(1) David Viniar(1)(3) Age Position 38 President, Chief Executive Officer, and Chairman 42 C

S- I /A January 1990. Mr. McKelvey has served in various positions at Mira Smart Conferencing, a digital conferencing company. Mr. McKelvey currently serves on the boards of directors

t to our current certificate of incorporation and our amended and restated voting agreement, our directors were elected as follows: Messrs. Dorsey, McKelvey. Khosla, and Johnson and Drs. Summers and Simmons were elected as the designees nominated by holders of our common stock; Mr. Botha was elected as

December 31, 2014. none of our non-employee directors held any outstanding equity awards to purchase shares of our common stock, other than Messrs. McKelvey and Viniar and Dr. Summers as described below. In 2014, Mr. McKelvey received $39,583 for consulting services provided by him under the terms of a c

Voting Agreement We are party to an amended and restated voting agreement under which certain holders of our capital stock, including Jack Dorsey, Jim McKelvey, Khosla Ventures III, LP, entities affiliated with JPMC Strategic Investments, entities affiliated with Sequoia Capital, entities affiliated with Ri

hts Agreement We are party to an amended and restated investors' rights agreement with certain holders of our capital stock, including Jack Dorsey, Jim McKelvey. Khosla Ventures III, LP, entities affiliated with JPMC Strategic Investments, entities affiliated with Sequoia Capital, entities affiliated with Ri

VK Services, LLC and holds voting and dispositive power over the shares held by KV Ill. (11) Consists of (i) 5.469024 shares held of record by Mr. McKelvey and (ii) 21.876,096 shares held of record by the James McKelvey. Jr. Revocable Trust dated July 2. 2014, for which Mr. McKelvey serves as a trustee.

y of attorneys. The Eleventh Circuit has held that simple negligence in meeting a court- imposed deadline is not sufficient to warrant dismissal. See McKelvey'. AT & T Techs., Inc., 789 F.2d 1518, 1520 (11th Cir.1986) (per curiam). Here, there is not even negligence, as the victims have not failed to meet

y of attorneys. The Eleventh Circuit has held that simple negligence in meeting a court-imposed deadline is not sufficient to warrant dismissal. See McKelvey v. AT & T Techs., Inc., 789 F.2d 1518, 1520 (11th Cir.I986) (per curiam). Here, there is not even negligence, as the victims have not failed to mee