Acquisition Agreement for the shares of Skype by eBay Inc.

1.

The several persons whose names are set out in Schedule 1;

2.

EBAY INC., a company incorporated under the laws of Delaware and whose corporate headquarters is at 2145 Hamilton Avenue, San Jose, California, USA 95125 (the “Purchaser”); and

3.

SKYPE TECHNOLOGIES S.A., a limited company (société anonyme) registered under the laws of the Grand Duchy of Luxembourg, whose registered office is at 15, rue Notre Dame, L-2240 Luxembourg, brief particulars of which are set out in Part I of Schedule 5 (the “Company”).

(A)

The Shareholders have each agreed to sell the Sale Shares owned by them and the Purchaser has agreed to purchase and pay for all the Sale Shares, in each case on the terms and subject to the conditions of this Agreement.

(B)

The Warrantholders hold the Warrants, which, in respect of each Warrantholder, entitle the relevant Warrantholder to receive from the Company the number of A-1 Preferred Shares set forth opposite the name of such Warrantholder in column 3 of Part 2 of Schedule 1, upon payment of the exercise price per A-1 Preferred Share set forth opposite the name of such Warrantholder in column 4 of Part 2 of Schedule 1.

(C)

Contemporaneously with the entry into of this Agreement, the Sellers and the Purchaser have entered into the Registration Rights Agreement and certain of the Sellers and the Purchaser have entered into the Earn Out Agreement and a Non-Competition Agreement, each of which shall come into effect at Completion.

1.

Interpretation

1.1

In this Agreement and the Recitals and Schedules to it:

“A-1 Preferred Shares”

means the series A-1 shares of preferred stock in the capital of the Company;

“A-2 Preferred Shares”

means the series A-2 shares of preferred stock in the capital of the Company;

“Accounts”

means the audited consolidated financial statements of the Company, Skype Communications S.A. and Skype Software S.A. (comprising a balance sheet and a profit and loss account for the financial period ended on 31 December 2004 and 31 December 2003 together, in each case, with the notes thereto);

“Accounts Date”

means December 31 2004;

“Affiliate”

means, (i) in respect of any person including an individual, a person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, the person specified, where “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by agreement, as trustee or executor, or otherwise, and (ii) in respect of any individual, his or her grandparents and all descendants of those grandparents and (in each case) their spouses or a trust of which any of them is a beneficiary. For the purpose of this Agreement, none of the Group Companies shall be deemed an Affiliate of the Sellers;

“Aggregate Exercise Amount”

means, in respect of each Warrantholder, the aggregate amount of strike price or exercise price in Euro that such Warrantholder would be required to pay on the Completion Date in order to exercise all of the Warrants held by him, as the case may be;

“Aggregate Outstanding Share   

  Number”

means, the sum of (without duplication): (i) the aggregate number of Ordinary Shares outstanding immediately prior to Completion; (ii) the aggregate number of Ordinary Shares issuable upon the conversion of Preferred Shares: (A) outstanding immediately prior to Completion; and (B) issuable upon the exercise of Warrants outstanding immediately prior to Completion; and (iii) the aggregate number of Ordinary Shares issuable upon the exercise of Options outstanding immediately prior to Completion;

“Articles”

means the Articles of Incorporation of the Company;

“Average Purchaser Share Price”

as of a particular date, means the average closing sale price of Purchaser Shares as reported on the Purchaser Primary Exchange (as reported in the New York City edition of The Wall Street Journal, or, if not reported thereby, another authoritative source) for the period of 15 consecutive trading days ending on the second trading day immediately preceding such date, translated into Euro at the Exchange Rate as of such date;

“B Preferred Shares”

means the series B shares of preferred stock in the capital of the Company;

 “Bank”

means such major internationally recognised bank, having a credit rating of at least A — (by Moody’s) or equivalent on its long term unsecured debt and which is reasonably acceptable to the parties;

 “Budget”

means the quarterly budget of the Group for the financial quarters ending 30 September 2005 and 31 December 2005;

 “Business”

means the businesses and activities of the Group Companies (including businesses and activities involving the provision of services to end users whether or not for reward or remuneration) as carried on at the date of this Agreement or at any time prior to Completion;

 “Business Day”

means a day (other than a Saturday or a Sunday) on which banks are open for business in London and Luxembourg;

 “Cash Consideration”

means, in respect of any Seller, the amount of consideration payable to that Seller in cash in accordance with the terms of this Agreement or the Earn Out Agreement.

 “Code”

means United States Internal Revenue Code of 1986, as amended;

 “Companies Acts”

means the Companies Acts 1985-1989;

 “Company Covenant”

means the Restricted Actions and any other covenants of the Company under the terms of this Agreement that apply prior to Completion;

 “Company Warranties”

means the Warranties set out in Part B of Schedule 4;

 “Completion”

means completion of the sale and purchase of the Sale Shares under, and the other matters provided for in, this Agreement in accordance with the provisions of Clause 8;

 “Completion Date”

means the fifth Business Day following the day on which the last of the conditions listed in Schedule 2 shall have been satisfied or waived in accordance with this Agreement or such other date as the Purchaser and the Sellers’ Representative shall agree in writing to be the Completion Date;

 “Completion Escrow Share  

   Register”

means the register to be delivered by the Sellers to the Purchaser at Completion listing the names of all

Sellers who will hold beneficial interests in the Escrow Shares as of immediately following Completion and the number of Escrow Shares in which they will hold such beneficial interests;

 “Completion Purchaser Share

   Price”

means the average closing sale price of Purchaser Shares as reported on the Purchaser Primary Exchange (as reported in the New York City edition of The Wall Street Journal, or, if not reported thereby, another authoritative source) for the period of 15 consecutive trading days ending on the second trading day immediately preceding the Completion Date, translated into Euro at the Exchange Rate as of the Completion Date;

 “Confidential Information”

means all secret or confidential commercial, financial or technical information, know-how or trade secrets whatsoever and in whatever form or medium and whether disclosed orally or in writing, together with all reproductions in whatsoever form or medium or any part or parts of it;

 “Consideration”

means, in respect of any Seller, the total consideration received by such Seller in accordance with the terms of this Agreement and the Earn Out Agreement;

 “Core Software”

means (i) the Joltid Global Index Software, a portable C++ library compiled for supported platforms which is comprised of a core peer-to-peer stack; (ii) the SkyLib software; (iii) the SkyHost software; (iv) the front-end and back-end signing server software for the Skype client (referred to internally as “Signing Front End” and “Signing Back End”); and (v) the registration server software for the Skype client (referred to internally as “Login Front End”);

 “Data Room”

means the electronic data room maintained on behalf of the Company by Merrill Corporation at https://datasite.merrillcorp.com as at 11:59 p.m. on 7 September 2005;

 “Deed of Adherence”

means a deed of adherence in a form satisfactory to the Purchaser, the Sellers’ Representative and the Company;

 “Disclosure Letter”

means the letter having the same date as this Agreement from the Company to the Purchaser;

 “Earn Out Agreement”

means the Earn Out Agreement entered into between the Purchaser, the Company, certain of the

Sellers and the Earn Out Representative as of the date of this Agreement;

 “Earn Out Election”

means an election to receive the Earn Out Election Per Share Consideration;