EBay (EBAY)

3.1 Due Organization. Purchaser is a corporation duly incorporated and validly existing under the laws of the Republic of Korea.

3.2 Authority; Noncontravention. Purchaser has the corporate right, power and authority to enter into and to perform its respective obligations under this Agreement. The execution, delivery and performance by Purchaser of this Agreement have been duly authorized by all necessary action on the part of Purchaser and its board of directors. Except as would not have a material adverse effect on Purchaser’s ability to purchase and pay for the Shares, no consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Body is required by or with respect to Purchaser in connection with the execution and delivery of this Agreement or the consummation of the Share Purchase.

3.3 Binding Nature of Agreement. This Agreement has been duly and validly executed and delivered by Purchaser and, assuming the due authorization, execution and delivery of this Agreement by each of the Selling Shareholder and Parent, constitutes the legal, valid and binding obligation of Purchaser, enforceable against it in accordance with its terms, subject to: (a) laws of general application relating to bankruptcy, insolvency and the relief of debtors; and (b) rules of law governing specific performance, injunctive relief and other equitable remedies.

12.

Confidential