EBay (EBAY)

CONDITIONS TO THE OFFER

The obligation of Acquisition Sub to (and the obligation of Parent to cause Acquisition Sub to) accept for payment and pay for Company Securities validly tendered (and not withdrawn) pursuant to the Offer is subject to the satisfaction of the Minimum Condition and the additional conditions set forth in clauses “(a)” through “(h)” below. Accordingly, notwithstanding any other provision of the Offer or the Agreement, Acquisition Sub shall not be required to (and Parent shall not be required to cause Acquisition Sub to) accept for payment or pay for, and may delay the acceptance for payment or the payment for, any tendered Company Securities, and may terminate the Offer on any scheduled expiration date (if then permitted by the Agreement) and not accept for payment any tendered Company Securities, if: (i) the Minimum Condition shall not be satisfied by 12:00 midnight, New York Time, on the scheduled expiration date of the Offer; or (ii) any of the following additional conditions shall not be satisfied:

(a) Accuracy of Certain Representations. Each of the representations and warranties of the Company set forth in Sections 2.1, 2.3, 2.18, 2.20 and 2.21 of the Agreement shall be accurate in all material respects as of the Acceptance Time as if made on and as of the Acceptance Time (except for any such representation or warranty made as of a specific date, which shall have been accurate in all material respects as of such date) (it being understood that, for purposes of determining the accuracy of such representations and warranties, any update of or modification to the Company Disclosure Schedule made or purported to have been made on or after the date of the Agreement shall be disregarded).

(b) Accuracy of Other Representations. Each of the representations and warranties of the Company contained in the Agreement, other than the representations and warranties referred to in clause “(a)” above, shall be accurate in all respects as of the Acceptance Time as if made on and as of the Acceptance Time (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, the condition set forth in this clause “(b)” shall be deemed to be satisfied even if such representations and warranties shall not be accurate in all respects unless the circumstances constituting inaccuracies in such representations and warranties (considered collectively) constitute, or would reasonably be expected to have or result in, a Company Material Adverse Effect (it being understood that, for purposes of determining the accuracy of such representations and warranties: (i) all “Company Material Adverse Effect” qualifications and other materiality qualifications limiting the scope of such representations and warranties shall be disregarded; and (ii) any update of or modification to the Company Disclosure Schedule made or purported to have been made on or after the date of the Agreement shall be disregarded).

(c) Performance of Covenants. All of the covenants and obligations in this Agreement that the Company is required to comply with or to perform at or prior to the Acceptance Time shall have been complied with and performed by the Company in all material respects.

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(d) Korean Monopoly Regulation and Fair Trade Act. The business combination report required in connection with the Contemplated Transactions under the Korean Monopoly Regulation and Fair Trade Act shall have been duly approved by the KFTC or the relevant waiting period shall have expired or been terminated after filing the report without any objection from the KFTC, in each case without the imposition of any term, limitation, condition or restriction that Parent determines in good faith to have a materially detrimental impact on the benefits expected to be derived from any of the Contemplated Transactions (it being understood that neither: (i) the conditions or other items included in Schedule I to this Annex I; nor (ii) any requirement imposed by the KFTC that Parent or Acquisition Sub submit to the KFTC, following the Acceptance Time (whether within a specified period from the Acceptance Time or not), a plan to implement the conditions set forth in clauses “(A)” through “(D)” of Section 1 of Schedule I to this Annex I, which requirement does not by its terms prohibit, or require a material delay in, the consummation of the Contemplated Transactions, shall be deemed to have such a materially detrimental impact).

(e) Certificate. Parent shall have received a certificate executed by the Company’s Chief Executive Officer confirming that the conditions set forth in clauses “(a),” “(b),” “(c)” and “(g)” of this Annex I have been duly satisfied.

(f) No Restraints. No temporary restraining order, preliminary or permanent injunction or other order preventing the acquisition of or payment for Company Securities pursuant to the Offer or preventing the consummation of the Share Allocation or any of the other Contemplated Transactions shall have been issued by any court of competent jurisdiction or other Governmental Body and remain in effect, and there shall not be any Legal Requirement enacted or deemed applicable to the Offer, the Share Allocation or any of the other Contemplated Transactions that makes the acquisition of or payment for Company Securities pursuant to the Offer or the consummation of the Share Allocation or the other Contemplated Transactions, illegal.

(g) No Governmental Litigation. There shall not be pending or threatened any Legal Proceeding to which any Governmental Body is or is overtly threatening to become a party: (i) challenging or seeking to restrain or prohibit the acquisition of or payment for Company Securities pursuant to the Offer or the consummation of the Share Allocation or any of the other Contemplated Transactions; (ii) relating to the Offer, the Share Allocation or any of the other Contemplated Transactions and seeking to obtain from Parent, any of its Subsidiaries or the Company any damages or other relief that would reasonably be expected to be material to Parent or the Company; (iii) seeking to prohibit or limit in any material respect the ability of Parent, Acquisition Sub or any of their affiliates to hold, transfer, vote, receive dividends with respect to or otherwise exercise ownership rights with respect to any Company Securities held by Acquisition Sub after the Acceptance Time; (iv) that would reasonably be expected to materially and adversely affect the right of Parent, any affiliate of Parent or the Company to own the assets or operate the business of the Company; (v) seeking to compel the Company, Parent or any Subsidiary of Parent to dispose of or hold separate any Company Securities or any material assets as a result of the Offer, the Share Allocation or any of the other Contemplated Transactions; or (vi) seeking to impose (or that would reasonably be expected to result in the imposition of) any criminal sanctions or liability on Parent or the Company or any of the directors, officers or other employees of Parent arising from the Offer, the Share Allocation or any of the other Contemplated Transactions.

(h) Board of Directors. (A) Parent shall have received written and notarized resignations (in a form reasonably satisfactory to Parent) executed by each of the individuals serving as a member of the Company Board immediately prior to the Acceptance Time, pursuant to which such individuals resign as members of the Company Board, effective as of the Acceptance Time; and (B) the Parent Designees shall have been elected to the Company Board, effective as of the Acceptance Time.

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(i) Specified Voting Proposal. Subject to Section 4.3(d): (A) the Special Committee shall have recommended that the Company Board direct that the Specified Voting Proposal be submitted to the holders of Company Shares for their approval; and (B) the Company Board shall have directed that the Specified Voting Proposal be submitted to the holders of Company Shares for their approval, the case of clauses “(A)” and “(B)”, prior to the date of the Company Shareholders Meeting.

The foregoing conditions are for the sole benefit of Parent and Acquisition Sub and may be waived by Parent and Acquisition Sub, in whole or in part at any time and from time to time, in the sole discretion of Parent and Acquisition Sub.

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