EBay (EBAY)

The obligation of the Selling Shareholder to cause the Share Purchase to be consummated is subject to the satisfaction (or waiver by the Selling Shareholder), at or prior to the Closing, of each of the following conditions:

6.1 Accuracy of Representations. Each of the representations and warranties of Purchaser contained in this Agreement shall be accurate in all respects as of the Closing Date as if made on and as of the Closing Date (except for any such representation or warranty made as of a specific date, which shall have been accurate in all respects as of such date); provided, however, that notwithstanding anything to the contrary contained in this Agreement, this condition shall be deemed to be satisfied even

15.

Confidential

if such representations and warranties shall not be accurate in all respects unless the circumstances constituting inaccuracies in such representations and warranties (considered collectively) has or would reasonably be expected to have or result in, a material adverse effect on Purchaser’s ability to purchase the Shares (it being understood that, for purposes of determining the accuracy of such representations and warranties, all materiality qualifications limiting the scope of such representations and warranties shall be disregarded).