Registration Rights Agreement - eBay Inc. and iBazar SA
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT ("AGREEMENT") is made and entered
into as of May 18, 2001, by and among: EBAY INC., a Delaware corporation
("PARENT") and the shareholders of IBAZAR SA, a corporation duly organized and
formed under the laws of France (the "COMPANY), identified on EXHIBIT A hereto
(the "SHAREHOLDERS").
RECITALS
A. Parent and the Shareholders have entered into a Contribution
Agreement dated as of February 21, 2001 (the "CONTRIBUTION AGREEMENT"), pursuant
to which the Shareholders will contribute all of the outstanding shares of the
Company to eBay Belgium Holdings S.A., a societe anonyme duly organized and
existing under the laws of Belgium and a subsidiary of Parent, and receive
capital stock of Belgian Newco exchangeable into shares of common stock of
Parent (the "EXCHANGEABLE STOCK"). Capitalized terms used in this Agreement and
not otherwise defined shall have the meanings given to them in the Contribution
Agreement.
B. Parent has agreed to provide the Shareholders with certain
registration rights as more fully described herein.
AGREEMENT
The parties, intending to be legally bound, agree as follows:
SECTION 1: REGISTRATION
1.1 REGISTERABLE SHARES. As used in this Agreement, "REGISTERABLE
SHARES" means the shares of common stock of Parent receivable by the
Shareholders upon exchange of the Exchangeable Stock issued to each Shareholder
pursuant to the Contribution Agreement and any shares of common stock of Parent
issued in respect thereof as a result of any stock split, stock dividend, share
exchange, merger, consolidation or similar recapitalization; provided, however,
that Registerable Shares shall cease to be Registerable Shares when (i) a
registration statement covering such Registerable Shares shall have become
effective under the Securities Act of 1933, as amended (the "1933 ACT"), and
such Registerable Shares shall have been disposed of in accordance with the
Registration Statement, or (ii) such Registerable Shares may be transferred
pursuant to Rule 144 under the 1933 Act, as such rule may be amended from time
to time, or any successor rule or regulation ("RULE 144"). Shareholders desiring
to sell shares pursuant to Rule 144 shall provide such Rule 144 representation
letters in usual and customary form as may reasonably be requested by Parent's
counsel to provide such opinion.
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1.2 REGISTRATION.
(a) On or within fifteen (15) days after the Closing Date, Parent
shall prepare and file with the Securities and Exchange Commission ("SEC") a
registration statement on Form S-3 or on any successor form thereto (the
"REGISTRATION STATEMENT") to register the resale of the Registerable Shares.
Parent shall use commercially reasonable efforts to cause the Registration
Statement to be declared effective as soon as practicable after the filing.
Parent shall prepare and file with the SEC a report on Form 8K under the
Securities Exchange Act of 1934, as amended (the "1934 ACT"), reflecting the
transaction contemplated by the Contribution Agreement, including all financial
statements (historical and pro forma) required to be filed in connection
therewith, as soon as commercially practicable after the Closing Date, but in no
event later than thirty (30) days after the Closing Date.
(b) The Shareholders shall furnish such information as Parent may
reasonably request in connection with the preparation of the Registration
Statement in order to permit Parent to comply with all applicable securities
laws and requirements of the SEC. Upon the effectiveness of the Registration
Statement with the SEC, pursuant to the terms of this Agreement, the
Registerable Shares may be sold in accordance with the Registration Statement
under the 1933 Act. Subject to the terms of this Agreement, Parent shall use
commercially reasonable efforts to cause the Registration Statement to remain
effective until the earlier of (i) the date on which all Registerable Shares
covered by the Registration Statement have been sold to the public pursuant to
the Registration Statement or (ii) two years after the Closing Date, provided
that such two year period shall be extended by the duration of any Blackout
Period(s) (the "REGISTRATION EFFECTIVE PERIOD").
1.3 OTHER SHARES. Parent may include in the Registration Statement under
this Section 1 any shares of common stock of Parent ("PARENT COMMON STOCK")
(including issued and outstanding shares of Parent Common Stock as to which the
holders thereof have contracted with Parent for "piggyback" registration
rights); provided, however, that the registration or resale of the entire number
of Registerable Shares pursuant to such Registration Statement shall be honored
first and shall take precedence over the inclusion of such other shares of
Parent Common Stock.
SECTION 2: PARENT'S OBLIGATIONS
In connection with the Registration Statement referred to in Section
1.2, Parent shall:
2.1 REGISTRATION STATEMENT. Prepare and file with the SEC the
Registration Statement with respect to the Registerable Shares and thereafter
use commercially reasonable efforts to cause the Registration Statement to
become and remain effective for the period set forth in Section 1.2.
2.2 AMENDMENTS AND SUPPLEMENTS. As promptly as practical prepare and
file with the SEC such amendments and supplements to the Registration Statement
and the prospectus used in connection therewith as may be necessary to keep the
Registration Statement effective for the period set forth in Section 1.2 and to
comply with the provisions of the 1933 Act, with respect to
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the sale or other disposition of the shares of Exchangeable Stock covered by the
Registration Statement.
2.3 COPIES OF OFFERING DOCUMENTS. As promptly as practical furnish to
the Shareholders such numbers of copies of the Registration Statement,
prospectus, and any amendments and supplements thereto, in conformity with the
requirements of the 1933 Act, such documents incorporated by reference in the
Registration Statement and such other documents as the Shareholders reasonably
request, in order to facilitate the public sale or other disposition of the
Registerable Shares.
2.4 MISLEADING PROSPECTUS. Promptly notify each Shareholder, at any time
when a prospectus relating thereto covered by the Registration Statement is
required to be delivered under the 1933 Act, upon the occurrence of an event as
a result of which, in the reasonable judgment of Parent, such Registration
Statement or the related prospectus contains or may contain an untrue statement
of a material fact or omits to state a material fact required to be stated
therein or necessary to make the statements therein not misleading in the light
of the circumstances then existing. Immediately thereafter Parent shall use
commercially reasonable efforts to prepare and file with the SEC and furnish to
each Shareholder as promptly as possible a reasonable number of copies of a
supplement to or an amendment of such prospectus as may be necessary so that, as
thereafter delivered to the purchasers of such Registerable Shares, such
prospectus shall not include an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading in the light of the circumstances under which
they are made.
2.5 RULE 144. Use commercially reasonable efforts to file in a timely
manner any reports required to be filed by it under the 1933 Act and the 1934
Act, and take such further action as the Shareholders may reasonably request,
all from time to time to enable each Shareholder to sell the shares of
Exchangeable Stock issued to it pursuant to the Contribution Agreement and any
shares of Exchangeable Stock issued in respect thereof as a result of any stock
split, stock dividend, share exchange, merger, consolidation or similar
recapitalization (including the Registerable Shares) owned by it without
registration under the 1933 Act pursuant to the exemption provided by Rule 144.
2.6 BLUE SKY FILINGS. Use commercially reasonable efforts to register
and qualify the securities covered by the Registration Statement under the Blue
Sky laws of such jurisdictions as shall be reasonably requested by the
Shareholders, provided that Parent shall not be required in connection therewith
or as a condition thereto to qualify to do business or to file a general consent
to service of process in any such states or jurisdictions.
2.7 NASDAQ FILING. Use commercially reasonable efforts to cause the
securities covered by the Registration Statement to be included for quotation on
the Nasdaq National Market or such other exchange on which the Parent Common
Stock may then be listed.
2.8 SALE OF REGISTERABLE SHARES; REMOVAL OF LEGENDS. Parent hereby
agrees, upon each request of any Shareholder, to deliver or cause the delivery
of any and all opinions of counsel, legend release authorities and instructions
to Parent's transfer agent reasonably necessary or advantageous to facilitate
the sale by such Shareholder of Registerable Shares pursuant to the
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Registration Statement or Rule 144, as soon as reasonably practicable after so
requested. In the event that Parent, after consultation with legal counsel,
determines that it cannot deliver such assurances, it will promptly provide the
requesting Shareholder with a written statement setting forth the reason
therefor.
SECTION 3: THE SHAREHOLDERS' OBLIGATIONS
In connection with the Registration Statement referred to in Section
1.2, the Shareholders shall each:
3.1 OTHER DOCUMENTS AND INFORMATION. Complete, execute, acknowledge
and/or deliver such questionnaires, custody agreements and other documents,
certificates and instruments as are reasonably required by Parent or are
otherwise necessary in connection with the registration and offering. Each
Shareholder shall promptly provide to Parent such information concerning such
Shareholder, their ownership of Parent's securities, the intended method of
distribution and such other information as may be required by applicable law or
regulation or as may be reasonably requested by Parent.
3.2 CESSATION OF OFFERING. Subject to the limitations on the imposition
of Blackout Periods contained in Section 4.1, upon receipt of any notice from
Parent of the happening of any event of the kind described in Section 2.4,
immediately discontinue disposition of the Registerable Shares pursuant to the
Registration Statement covering such shares until the Shareholders' receipt of
the copies of the supplemented or amended prospectus contemplated by Section
2.4, and, if so directed by Parent, deliver to Parent all copies of the
prospectus covering such Registerable Shares in such Shareholder's possession at
the time of receipt of such notice.
3.3 NO PRELIMINARY PROSPECTUS. No Shareholder and no person or entity
acting on any Shareholder's behalf shall offer any Registerable Shares by means
of any preliminary prospectus.
SECTION 4: LIMITATIONS
4.1 BLACK OUT PERIOD. Notwithstanding anything to the contrary contained
in Section 2.4 or elsewhere in this Agreement, if, in the reasonable judgment of
Parent acting in good faith (a) one or more confidential events occur or
circumstances exist that would (absent disclosure) result in a registration
statement of Parent containing an untrue statement of a material fact or
omitting to state a material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which they were
made, not misleading, and (b) the premature disclosure of such event(s) or
circumstance(s) be seriously detrimental to Parent, Parent shall not be
obligated to file a registration statement or any amendment or supplement
thereto, and Parent may suspend the Shareholders' rights to make sales pursuant
to an effective registration pursuant to Section 1, for a period of not more
than sixty (60) days (the "BLACKOUT PERIOD"); provided, however, that Parent
shall not utilize the right described in this Section 4.1 more than twice in any
12-month period nor more than once in any 90-day period; and provided further,
however, that any such Blackout Period shall, in any event, expire no later than
two days following Parent's filing with the SEC, pursuant to Section 2.4 hereof,
of supplemental
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information disclosing such event(s) or circumstance(s) which originally caused
Parent to impose such Blackout Period.
SECTION 5: EXPENSES AND INDEMNIFICATION
5.1 CERTAIN FEES AND COMMISSIONS. Parent shall pay its own general legal
and accounting fees, "blue sky" expenses and all printing fees in connection
with the Registration Statement. The Shareholders shall pay any fees and costs
of their own counsel and all underwriting discounts, commissions and expenses of
underwriters or brokers incurred in connection with the offering and sale of the
Registerable Shares.
5.2 OTHER EXPENSES. Parent shall pay all registration and filing fees
attributable to the Registerable Shares and the listing fee payable to the
Nasdaq National Market or such other exchange on which the Parent Common Stock
may then be listed.
5.3 INDEMNIFICATION. In the event any Registerable Shares are included
in a registration statement under Section 1:
(a) INDEMNIFICATION BY PARENT. To the extent permitted by law,
Parent will indemnify and hold harmless each Shareholder, such Shareholder's
heirs, successors and assigns, any underwriter (as defined in the 1933 Act) for
such Shareholder (if selected by Parent or approved by Parent), and each person,
if any, who controls such Shareholder or underwriter within the meaning of the
1933 Act or the 1934 Act, against any losses, claims, damages, liabilities or
actions to which they may become subject under the 1933 Act, the 1934 Act or
other federal or state law or common law, arising out of or based upon any
untrue statement or alleged untrue statement of a material fact contained in the
Registration Statement, including any preliminary prospectus (not prohibited by
Section 3.3) or final prospectus contained therein or any amendments or
supplements thereto or materials incorporated therein, or arising out of or
based upon the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein, in
the context in which made, not misleading; and Parent will reimburse each such
Shareholder, such Shareholder's heirs, successors and assigns, underwriter (if
selected by Parent or approved by Parent) or controlling person for any legal or
other expenses reasonably incurred by them in connection with investigating or
defending any such loss, claim, damage, liability, or action; provided, however,
that the indemnification and other rights provided for in this Section 5.3(a)
shall not apply (i) to any such loss, claim, damage, liability, or action
insofar as it arises out of or is based upon an untrue statement or alleged
untrue statement or omission or alleged omission made in the Registration
Statement, preliminary prospectus or final prospectus or any amendment or
supplement thereto or materials incorporated therein, in reliance upon and in
conformity with written information furnished expressly for use in connection
with such registration by any Shareholder or (ii) if the person asserting any
such loss, claim, damage, liability or action who purchased the Registerable
Shares which are the subject thereof did not receive a copy of an amended
preliminary prospectus or the final prospectus (or the final prospectus as
amended or supplemented) at or prior to the written confirmation of the sale of
such Registerable Shares to such person because of the failure of such
Shareholder or underwriter to so provide such amended preliminary or final
prospectus and the untrue statement or alleged untrue statement or omission or
alleged omission of a material fact made in such preliminary prospectus was
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corrected in the amended preliminary prospectus or the final prospectus (or the
final prospectus as amended and supplemented). Such indemnity shall remain in
full force and effect regardless of any investigation made by or on behalf of
such Shareholder, underwriter or controlling person and shall survive the
transfer of the Registerable Shares by such Shareholder.
(b) INDEMNIFICATION BY SHAREHOLDERS. To the extent permitted by law,
each Shareholder will severally (but not jointly and pro rata with the other
Shareholders) indemnify and hold harmless Parent, its successors and assigns,
its officers and directors, any underwriter (as defined in the 1933 Act) with
respect to the Registerable Shares, and each person, if any, who controls Parent
or any such underwriter within the meaning of the 1933 Act or the 1934 Act,
against any losses, claims, damages, liabilities or actions (joint or several)
to which they may become subject under the 1933 Act, the 1934 Act or other
federal or state law or common law, arising out of or based upon (i) any untrue
statement or alleged untrue statement of a material fact contained in the
Registration Statement, including any preliminary prospectus or final prospectus
contained therein or any amendments or supplements thereto, or arising out of or
based upon the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein, in
the context in which made, not misleading; provided that such untrue statement
or alleged untrue statement or omission or alleged omission was made in reliance
upon and in conformity with written information furnished by such Shareholder
expressly for use in such registration by such Shareholder, or (ii) the failure
of such Shareholder or any underwriter with respect to the Registerable Shares
held by such Shareholder at or prior to the written confirmation of the sale of
the Registerable Shares held by such Shareholder to send or arrange delivery of
a copy of an amended preliminary prospectus or the final prospectus (or the
final prospectus as amended or supplemented) to the person asserting any such
loss, claim, damage, liability or action who purchased the Registerable Shares
which is the subject thereof and the untrue statement or alleged untrue
statement or omission or alleged omission of a material fact made in such
preliminary prospectus was corrected in the amended preliminary prospectus or
the final prospectus (or the final prospectus as amended and supplemented). Each
Shareholder will reimburse Parent and each such officer or director or
controlling person for any legal or other expenses reasonably incurred by them
in connection with investigating or defending any such loss, claim, damage,
liability, or action. Such indemnity shall remain in full force and effect
regardless of any investigation made by or on behalf of Parent or any such
officer, director, underwriter or controlling person and shall survive the
transfer of the Registerable Shares by such Shareholder. Notwithstanding the
foregoing, in no event shall any Shareholder be liable pursuant to this Section
5.3(b), or pursuant to Section 5.3(d) below, for an amount in excess of the net
proceeds received by such Shareholder from the sale of Registerable Shares
pursuant to the Registration Statement.
(c) INDEMNIFICATION PROCEDURES. Promptly after receipt by a person
who may be entitled to indemnification under this Section 5.3 (an "INDEMNIFIED
PARTY") of notice of the commencement of any action (including any governmental
action) for which indemnification may be available under this Section 5.3, such
indemnified party will, if a claim in respect thereof is to be made against any
person who must provide indemnification under this Section 5.3 (an "INDEMNIFYING
PARTY"), deliver to the indemnifying party a written notice of the commencement
thereof, and the indemnifying party shall have the right to participate in and,
to the extent the indemnifying party so desires, jointly with any other
indemnifying party similarly notified, to assume the defense thereof with
counsel mutually satisfactory to the parties; provided, however,
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that an indemnified party shall have the right to retain its own counsel (and
the reasonable fees of such counsel shall be paid by the indemnifying party) and
assume its own defense if (i) the retention of such counsel has been
specifically authorized in writing by the indemnifying party, (ii) the
indemnifying party has failed to promptly assume the defense and employ
experienced counsel reasonably acceptable to the indemnified party after the
indemnifying party has received the notice of the indemnification matter from
the indemnified party, or (iii) the named parties to any such action include
both the indemnified party and the indemnifying party, and the representation of
both parties by the same counsel would be inappropriate due to a conflict of
interest between them. It is understood, however, that the indemnifying party
shall not, in connection with any one such action or separate but substantially
similar or related actions in the same jurisdiction, be liable for the
reasonable fees and expenses of more than one separate firm of attorneys for all
indemnified parties unless the indemnified parties in good faith conclude and
are advised by their counsel that there is an actual or potential conflict of
interest among the indemnified parties. No indemnification provided for in
Section 5.3(a) or Section 5.3(b) shall be available to any party who shall fail
to give notice as provided in this Section 5.3(c) to the extent that the party
to whom notice was not given was unaware of the proceeding to which such notice
would have related and was materially prejudiced by the failure to give such
notice. Each indemnified party shall furnish such information regarding itself
or the claim in question as an indemnifying party may reasonably request in
writing and as shall be reasonably required in connection with the defense of
such claim and litigation resulting therefrom. No indemnifying party, in the
defense of any such claim or litigation shall, except with the consent of each
indemnified party, consent to entry of any judgment or enter into any settlement
which does not include as an unconditional term thereof the giving by the
claimant or plaintiff to such indemnified party of a release from all liability
in respect of such claim or litigation.
(d) To the extent that the indemnification provided for in Section
5.3(a) and (b) is held by a court of competent jurisdiction to be unavailable to
an indemnified party with respect to any loss, liability, claim, damage or
expense referred to herein, then the indemnifying party, in lieu of indemnifying
such indemnified party hereunder, shall contribute to the amount paid or payable
by such indemnified party as a result of such loss, liability, claim, damage or
expense in such proportion as is appropriate to reflect the relative fault of
the indemnifying party on the one hand and of the indemnified party on the other
in connection with the statements or omissions which resulted in such loss,
liability, claim, damage or expense, as well as any other relevant equitable
considerations. The relative fault of the indemnifying party on the one hand and
of the indemnified party shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or
omission or alleged omission to state a material fact related to information
supplied by the indemnifying party or by the indemnified party and the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission.
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SECTION 6: OTHER PROVISIONS
6.1 ARBITRATION. Notwithstanding any provision to the contrary contained
herein, any dispute, action or proceeding arising out of or relating to this
Agreement shall be made solely in accordance with the arbitration provision set
forth in Article 11 of the Contribution Agreement.
6.2 ATTORNEYS' FEES. If any action or proceeding relating to this
Agreement or the enforcement of any provision of this Agreement is brought
against any party hereto, the prevailing party shall be entitled to recover
reasonable attorneys' fees, costs and disbursements (in addition to any other
relief to which the prevailing party may be entitled).
6.3 NOTICES. Any notice or other communication required or permitted to
be delivered to any party under this Agreement shall be in writing and shall be
deemed properly delivered, given and received when delivered (by hand, by
registered mail, by courier or express delivery service or by facsimile) to the
address or facsimile telephone number set forth in Section 10.5 of the
Contribution Agreement (or to such other address or facsimile telephone number
as such party shall have specified in a written notice given to the other
parties hereto.
6.4 HEADINGS. The underlined headings contained in this Agreement are
for convenience of reference only, shall not be deemed to be a part of this
Agreement and shall not be referred to in connection with the construction or
interpretation of this Agreement.
6.5 COUNTERPARTS. This Agreement may be executed in several
counterparts, each of which shall constitute an original and all of which, when
taken together, shall constitute one agreement.
6.6 GOVERNING LAW. This Agreement shall be construed in accordance with,
and governed in all respects by, the internal laws of the State of California
(without giving effect to principles of conflicts of laws).
6.7 SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon each of
the parties hereto and each of their respective permitted successors and
assigns, if any. No Shareholder may assign such Shareholder's rights under this
Agreement without the express prior written consent of Parent, provided,
however, that (i) upon the death of a Shareholder, such Shareholder's rights
under this Agreement shall be transferred to the person(s) who receive such
Shareholder's Exchangeable Stock under the laws of descent and distribution,
(ii) a Shareholder may assign such Shareholder's rights under this Agreement to
any organization qualified under Section 501(c)(3) of the Internal Revenue Code
to which the Shareholder transfers Registerable Shares or in connection with an
estate planning transaction, (iii) a Shareholder may transfer its rights under
this Agreement to any transferee of 30,000 (or, if less, all of Shareholder's
holdings) or more of the Registerable Shares (subject to appropriate adjustment
based on stock dividends, stock splits and other similar transactions after the
date hereof) who agrees in writing to be bound by the terms of this Agreement to
the same extent as if such transferee were a Shareholder hereunder and subject
to such Shareholder's prior delivery to Parent of an opinion of counsel in form
reasonably satisfactory to the Parent to the effect that the transfer of
Registerable Shares was made in compliance with all applicable federal and state
securities laws and (iv) a pro rata distribution of Registerable Shares without
additional consideration to the general and limited
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partners, shareholders or trust beneficiaries of a Shareholder shall not be
deemed a sale or transfer for purposes of this Section 5.5 and such persons
shall be entitled to the same rights under this Agreement as the initial
Shareholder from which the Registerable Shares were received were entitled to
and shall be deemed a Shareholder for the purposes of this Agreement. Nothing in
this Agreement is intended to confer, or shall be deemed to confer, any rights
or remedies upon any person or entity other than the parties hereto and their
permitted successors and assigns. This Agreement shall inure to the benefit of:
the Shareholders; Parent; and the respective successors and assigns, if any, of
the foregoing.
6.8 WAIVER. No failure on the part of any Person to exercise any power,
right, privilege or remedy under this Agreement, and no delay on the part of any
Person in exercising any power, right, privilege or remedy under this Agreement,
shall operate as a waiver of such power, right, privilege or remedy; and no
single or partial exercise of any such power, right, privilege or remedy shall
preclude any other or further exercise thereof or of any other power, right,
privilege or remedy. No Person shall be deemed to have waived any claim arising
out of this Agreement, or any power, right, privilege or remedy under this
Agreement, unless the waiver of such claim, power, right, privilege or remedy is
expressly set forth in a written instrument duly executed and delivered on
behalf of such Person; and any such waiver shall not be applicable or have any
effect except in the specific instance in which it is given.
6.9 AMENDMENTS. This Agreement may not be amended, modified, altered or
supplemented other than by means of a written instrument duly executed and
delivered on behalf of all of the parties hereto.
6.10 SEVERABILITY. In the event that any provision of this Agreement, or
the application of any such provision to any Person or set of circumstances,
shall be determined to be invalid, unlawful, void or unenforceable to any
extent, the remainder of this Agreement, and the application of such provision
to Persons or circumstances other than those as to which it is determined to be
invalid, unlawful, void or unenforceable, shall not be impaired or otherwise
affected and shall continue to be valid and enforceable to the fullest extent
permitted by law.
6.11 PARTIES IN INTEREST. Except for the provisions of Section 5.3, none
of the provisions of this Agreement is intended to provide any rights or
remedies to any Person other than the parties hereto and their respective
successors and assigns, if any.
6.12 ENTIRE AGREEMENT. This Agreement and the other agreements referred
to herein set forth the entire understanding of the parties hereto relating to
the subject matter hereof and thereof and supersede all prior agreements and
understandings among or between any of the parties relating to the subject
matter hereof and thereof.
6.13 CONSTRUCTION.
(a) For purposes of this Agreement, whenever the context requires:
the singular number shall include the plural, and vice versa; the masculine
gender shall include the feminine and neuter genders; the feminine gender shall
include the masculine and neuter genders; and the neuter gender shall include
the masculine and feminine genders.
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(b) The parties hereto agree that any rule of construction to the
effect that ambiguities are to be resolved against the drafting party shall not
be applied in the construction or interpretation of this Agreement.
(c) As used in this Agreement, the words "include" and "including,"
and variations thereof, shall not be deemed to be terms of limitation, but
rather shall be deemed to be followed by the words "without limitation."
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This Registration Rights Agreement has been executed and delivered as of
the date first stated above.
EBAY INC.
By: /s/ JAY CLEMENS
--------------------------------
Name: Jay Clemens
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Title: VP, Deputy General Counsel
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SHAREHOLDER
By: /s/ PIERRE-FRANCOIS GRIMALDI
--------------------------------
Name: Pierre-Francois Grimaldi
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Title:
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SHAREHOLDER: GS Capital Partners III, L.P.
By: /s/ JEAN-CHRISTOPHE GERMANI
--------------------------------
Name: Jean-Christophe Germani
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Title: Attorney-in-Fact
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SHAREHOLDER: GS Capital Partners III, Offshore, L.P.
By: /s/ JEAN-CHRISTOPHE GERMANI
--------------------------------
Name: Jean-Christophe Germani
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Title: Attorney-in-Fact
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SHAREHOLDER: Goldman, Sachs & Co. Verwaltungs GmbH
By: /s/ JEAN-CHRISTOPHE GERMANI
--------------------------------
Name: Jean-Christophe Germani
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Title: Attorney-in-Fact
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SHAREHOLDER: Stone Street Fund, 1999, L.P.
By: /s/ JEAN-CHRISTOPHE GERMANI
--------------------------------
Name: Jean-Christophe Germani
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Title: Attorney-in-Fact
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SHAREHOLDER:
By: /s/ MARC PIQUEMAL
--------------------------------
Name: Marc Piquemal
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Title:
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SHAREHOLDER: Cisalpina Gestioni, S.p.A.
By /s/ JACQUET JEROME
----------------------------------
Name: Jacquet Jerome
--------------------------------
Title: Pursuant to Power of Attorney
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