EBay (EBAY)

1.1 Allocation of Shares.

(a) Number of Shares. Subject to the terms and conditions of this Agreement, the Company hereby agrees to allocate, issue and sell to Acquisition Sub, and Acquisition Sub agrees to purchase from the Company, 23,131,071 Company Shares (the “New Shares”) for a subscription price per New Share equal to the Offer Price.

(b) Closing, Delivery and Payment. If (and only if) Acquisition Sub accepts any Company Securities for payment pursuant to the Offer, the closing of the allocation, sale and purchase of the New Shares under this Section 1.1 shall take place within five business days following the time that Acquisition Sub first accepts Company Securities for payment pursuant to the Offer (the “Acceptance Time”), at the offices of Kim & Chang, 223 Naeja-dong, Jongno-gu, Seoul, Korea or at such other time or place as the Company and Parent may mutually agree. At such closing, subject to the terms and conditions of this Agreement, Acquisition Sub shall, and Parent shall cause Acquisition Sub to, deposit the purchase price for the New Shares in the sundry account at the Hongkong and Shanghai Banking Corporation Limited, Seoul Branch, and such deposit shall be earmarked as the purchase price for New Shares. As promptly as practicable after such closing, the Company shall cause: (i) the capital increase of the Company to be registered with the Commercial Registration Office of the Seoul Central District Court; (ii) to be delivered to Acquisition Sub a certificate (in the name of Acquisition Sub) representing the number of New Shares purchased (the “Certificate”) at the closing under this Section 1.1; and (iii) promptly after the issuance of the Certificate, the Certificate to be deposited into the Korea Securities Depository for a period of one year, or such other period as may be required by applicable Legal Requirements. Parent, Acquisition Sub and the Company shall use commercially reasonable efforts to cause the New Shares to be issued, and the aggregate purchase price for the New Shares to be deposited into the Company’s bank account, as promptly as practicable after such closing.