EBay (EBAY)

7. TERMINATION

7.1 Termination. This Agreement may be terminated:

(a) by mutual written consent of the Selling Shareholder and Purchaser;

(b) by either Purchaser or the Selling Shareholder if a court of competent jurisdiction or other Governmental Body shall have issued a final and nonappealable order, writ, injunction, judgment or decree or shall have taken any other final and nonappealable action, having the effect of: (i) permanently restraining, enjoining or otherwise prohibiting the consummation of the Share Purchase; or (ii) making the consummation of the Share Purchase illegal;

(c) by either Purchaser or the Selling Shareholder at any time prior to the Acceptance Time if the Master Agreement shall have been terminated;

(d) by Purchaser at any time prior to the Acceptance Time if: (i) any of the representations and warranties of the Selling Shareholder contained in this Agreement shall be inaccurate such that the condition set forth in Section 5.1 would not be satisfied; or (ii) any of the Selling Shareholder’s covenants or obligations in this Agreement shall have been breached such that the condition set forth in Section 5.2 would not be satisfied; provided, however, that if an inaccuracy in any of the Selling Shareholder’s representations and warranties or a breach of a covenant or obligation by the Selling Shareholder is curable within 30 days after the date of the occurrence of such inaccuracy or breach and the Selling Shareholder is continuing to exercise reasonable efforts to cure such inaccuracy or breach, then Purchaser may not terminate this Agreement under this Section 7.1(d) on account of such inaccuracy or breach unless such inaccuracy or breach shall remain uncured for a period of 30 days commencing on the date that Purchaser gives the Selling Shareholder notice of such inaccuracy or breach; or

16.

Confidential

(e) by the Selling Shareholder at any time prior to the Acceptance Time if: (i) any of the representations and warranties of Purchaser contained in this Agreement shall be inaccurate, such that the condition set forth in Section 6.1 would not be satisfied; or (ii) any of Purchaser’s covenants or obligations in this Agreement shall have been breached such that the condition set forth in Section 6.2 would not be satisfied; provided, however, that if an inaccuracy in any of Purchaser’s representations and warranties or a breach of a covenant or obligation by Purchaser is curable by Purchaser within 30 days after the date of the occurrence of such inaccuracy or breach and Purchaser is continuing to exercise reasonable efforts to cure such inaccuracy or breach, then the Selling Shareholder may not terminate this Agreement under this Section 7.1(e) on account of such inaccuracy or breach unless such inaccuracy or breach shall remain uncured for a period of 30 days commencing on the date that the Selling Shareholder gives Purchaser notice of such inaccuracy or breach.

7.2 Effect of Termination. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect; provided, however, that: (a) this Section 7.2 and Section 8 shall survive the termination of this Agreement and shall remain in full force and effect; and (b) the termination of this Agreement shall not relieve either party to this Agreement from any liability for any intentional or willful breach of any covenant or obligation or for any material breach of any representation or warranty contained in this Agreement occurring prior to such termination.