SHARE PURCHASE AGREEMENT

Exhibit 2.2

Confidential

SHARE PURCHASE AGREEMENT

among:

E B AY I NC .,

a Delaware corporation;

E B AY KTA (UK) L TD .,

a company organized under the laws of the United Kingdom;

and

G MARKET I NC . ,

a company organized under the laws of the Republic of Korea

Dated as of April 16, 2009

T ABLE O F C ONTENTS

i.

T ABLE O F C ONTENTS

( CONTINUED )

ii.

T ABLE O F C ONTENTS

( CONTINUED )

iii.

Confidential

LIST OF EXHIBITS AND SCHEDULES

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Execution Version

SHARE PURCHASE AGREEMENT

T HIS S HARE P URCHASE A GREEMENT (“ Agreement ”) is made and entered into on April 16, 2009, by and between: E B AY I NC . , a Delaware corporation (“ Parent ”), E B AY KTA (UK) L TD . , a company organized under the laws of the United Kingdom and an indirect wholly-owned subsidiary of Parent (the “ Selling Shareholder ”); and G MARKET I NC . , a company organized under the laws of the Republic of Korea (“ Purchaser ”). Certain other capitalized terms used in this Agreement are defined in Exhibit A .

R ECITALS

A. The Selling Shareholder owns 230,193,126 shares of common stock, par value KRW 500 per share, of Internet Auction Co., Ltd., a company organized under the laws of the Republic of Korea (the “ Company ”), which constitute 99.99% of the outstanding common stock of the Company and which Selling Shareholder has agreed to sell and which Purchaser has agreed to purchase, on the terms and subject to the conditions of this Agreement (the shares of common stock of the Company being sold pursuant to this Agreement being referred to as the “ Shares ”).

B. Concurrently with the execution of this Agreement, and as a condition and inducement to the parties’ willingness to enter into this Agreement: (a) Parent, the Selling Shareholder and Purchaser are entering into a Share Allocation and Tender Offer Agreement (the “ Master Agreement ”), pursuant to which: (i) the Selling Shareholder is agreeing to make a cash tender offer to acquire the issued and outstanding capital stock and American Depositary Shares of Purchaser, in each case in accordance with the terms and subject to the conditions thereof; and (ii) Purchaser is agreeing to issue and sell newly-issued shares of Purchaser to the Selling Shareholder (the “ Share Allocation ”); and (b) certain shareholders of Purchaser are entering into Agreements to Tender and Voting Agreements in favor of Parent and the Selling Shareholder. Capitalized terms used but not defined herein shall have the meanings given to them in the Master Agreement (with, unless the context otherwise requires, all references to the “Company” in such definitions being references to the Company as defined under this Agreement).

A GREEMENT

The parties to this Agreement agree as follows:

1. S ALE AND P URCHASE ; R ELATED T RANSACTIONS

1.1 Sale and Purchase. At the Closing, the Selling Shareholder shall sell, assign, transfer and deliver the Shares to Purchaser, and Purchaser shall purchase the Shares from the Selling Shareholder, on the terms and subject to the conditions set forth in this Agreement (the “ Share Purchase ”).

1.2 Purchase Price.

(a) Subject to Section 1.2(b), the purchase price payable by Purchaser for the Shares shall be $555,145,704, which amount is equal to the subscription price payable by the Selling Shareholder to Purchaser for the newly-issued shares of Purchaser to be issued to the Selling Shareholder in the Share Allocation . The purchase price shall not be subject to any deductions, withholdings, set-offs or counterclaims of any Tax.

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(b) Following the Closing Date, the Selling Shareholder shall pay Purchaser the securities transaction tax applicable to the Share Purchase in an amount equal to 0.5% of the greater of (i) the South Korean Won equivalent of the purchase price for the Shares pursuant to Section 1.2(a), calculated by converting the purchase price into South Korean Won using the exchange rate quoted by Seoul Money Brokerage Services, Ltd. on the Closing Date (as defined in Section 1.3(a)), and (ii) the “fair value” of the Shares, as such term is used in Article 7, Paragraph 1, Sub-paragraph 2, Item Ga, Sub-item (2) of the Korean Securities Transaction Tax Act. Promptly following receipt thereof, Purchaser shall remit such amount to the applicable Governmental Body.

1.3 Closing.

(a) The consummation of the Share Purchase (the “ Closing ”) shall take place at the offices of Kim & Chang, 223 Naeja-dong, Jongno-gu, Seoul, Korea at 10:00 a.m. as soon as practicable (and in no event later than the 4 ^th business day) following the earlier of: (i) the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Sections 5 and 6; and (ii) the closing of the Share Allocation, or at such other time or place as Purchaser and the Selling Shareholder may mutually agree in writing. (The date on which the Closing actually takes place being referred to as the “ Closing Date ”)

(b) At the Closing, the Selling Shareholder shall cause to be delivered to Purchaser the stock certificate(s) representing the Shares and Purchaser shall pay the purchase price for the Shares as contemplated by Section 1.2.

2. R EPRESENTATIONS AND W ARRANTIES OF THE S ELLING S HAREHOLDER AND P ARENT

The Selling Shareholder and Parent represent and warrant to Purchaser as follows (it being understood that each representation and warranty contained in this Section 2 is subject to: (a) the exceptions and disclosures set forth in the part or subpart of the Disclosure Schedule corresponding to the particular Section or subsection in this Section 2 in which such representation and warranty appears; (b) any exceptions or disclosures explicitly cross-referenced in such part or subpart of the Disclosure Schedule by reference to another part or subpart of the Disclosure Schedule; and (c) any exception or disclosure set forth in any other part or subpart of the Disclosure Schedule to the extent it is reasonably apparent from the wording of such exception or disclosure (without reference to any underlying document referred to therein) that such exception or disclosure is intended to qualify such representation and warranty):

2.1 Title to Shares. As of the date of this Agreement: (a) the Selling Shareholder holds beneficially and of record (free and clear of any Encumbrances) 230,193,126 shares of common stock, par value KRW 500 per share, of the Company; and (b) the Selling Shareholder does not own any other shares of capital stock or other securities of the Company, or any option, warrant or other right to acquire (by purchase, conversion or otherwise) any shares of capital stock or other securities of the Company. At the Closing, Purchaser will acquire good and valid title to the Shares free and clear of any Encumbrances.

2.2 Due Organization; Qualification to do Business; No Subsidiaries.

(a) The Company is a corporation duly organized and validly existing under the laws of the Republic of Korea and has all corporate power and authority to: (i) conduct its business in the

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manner in which its business is currently being conducted; (ii) own and use its assets in the manner in which its assets are currently owned and used; and (iii) perform its obligations under all Contracts by which it is bound, except, in the case of clauses “(i)” through “(iii)” of this sentence, as would not have and would not reasonably be expected to have or result in a Company Material Adverse Effect. The Company (in jurisdictions that recognize the following concepts) is qualified to do business as a foreign corporation, and is in good standing, under the laws of all jurisdictions where the nature of its business requires such qualification, except where the failure to be so qualified or in good standing would not have and would not reasonably be expected to have or result in a Company Material Adverse Effect.

(b) Except as set forth in Part 2.2(b) of the Company Disclosure Schedule, the Company has no Subsidiaries, and the Company does not own any shares of capital stock of, or any equity interest of any nature in, any other Entity, other than interests that constitute short term investments under Korean GAAP. The Company has not agreed and is not obligated to make, and the Company is not bound by any Contract under which it may become obligated to make, any material future investment in or material capital contribution to any other Entity.

2.3 Charter Documents. The Company has made available to Purchaser accurate and complete copies of the Articles of Incorporation and the other organizational documents of the Company, including all amendments thereto. The Company has, in each case to the extent applicable, made available to Purchaser accurate and complete copies of: (a) the charters of all committees of the Company Board; and (b) any code of conduct, investment policy, whistleblower policy, or other published policy adopted by the Company or by the Company Board or any committee of the Company Board.

2.4 Capitalization.

(a) The authorized capital stock of the Company consists of 300,000,000 Company Shares, of which 230,220,360 shares have been issued and were outstanding as of the date of this Agreement.

(b) All of the outstanding Company Securities have been duly authorized and validly issued, and are fully paid and nonassessable. The Company does not hold any Company Securities or any rights to acquire Company Securities. Except as set forth in the applicable provisions of the KCC: (i) none of the outstanding Company Securities is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right; (ii) none of the outstanding Company Securities is subject to any right of first refusal in favor of the Company; and (iii) there is no Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any Company Securities. The Company is not under any obligation, and is not bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding Company Securities or other securities.

(c) As of the date of this Agreement, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any share capital or other securities of the Company; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any share capital or other securities of the Company; (iii) shareholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which the Company is or may become obligated to sell or otherwise issue any share capital or any other securities.

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2.5 Financial Statements. The Company has made available to the Purchaser the audited balance sheet of the Company as of December 31, 2008 (the “ Company Balance Sheet ”) and the related audited statement of income, statement of changes in shareholders’ equity and statement of cash flows for the year ended December 31, 2008 (the “ Company Balance Sheet Date ”), together with the notes thereto. The financial statements referred to in this Section 2.5(e): (A) were prepared in accordance with Korean GAAP applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements); and (B) fairly present, in all material respects, the financial position of the Company as of the respective dates thereof and the results of operations and cash flows of the Company for the periods covered thereby.

2.6 Absence of Changes. Except as set forth in Part 2.6 of the Company Disclosure Schedule, since the Company Balance Sheet Date:

(a) there has not been any Company Material Adverse Effect, and no event has occurred or circumstance has arisen that, in combination with any other events or circumstances, would have or would reasonably be expected to have or result in a Company Material Adverse Effect;

(b) there has not been any material loss, damage or destruction to, or any material interruption in the use of, any of the material assets of the Company (whether or not covered by insurance);

(c) the Company has not declared, accrued, set aside or paid any dividend or made any other distribution in respect of any shares of capital stock or other securities;

(d) there has been no amendment to the Articles of Incorporation of the Company, and, other than the transactions contemplated by this Agreement, the Company has not effected or been a party to any merger, consolidation, share exchange, business combination, recapitalization, reclassification of shares, stock split, reverse stock split, issuance of bonus shares or similar transaction;

(e) the Company has not changed any of its methods of accounting or accounting practices in any material respect;

(f) the Company has not made any material Tax election or asked for or received any ruling in respect of any Tax, or entered into any Contract with any Governmental Body with respect to any Tax; and

(g) the Company has not agreed or committed to take any of the actions referred to in clauses “(c)” through “(f)” above.

2.7 Title to Assets. The Company owns, and has good and valid title to, all material assets purported to be owned by it, including all assets reflected on the Company Balance Sheet (except for assets sold or otherwise disposed of since the date of the Company Balance Sheet). To the Knowledge of the Company, all of said assets are owned by the Company free and clear of any Encumbrances, except for: (a) any lien for current taxes not yet due and payable; (b) liens for which an adequate reserve for payment has been established on the Company Balance Sheet; and (c) liens that have arisen in the ordinary course of business and that do not (in any case or in the aggregate) materially detract from the value of the assets subject thereto or materially impair the operations of the Company. The Company is the lessee of, and holds valid leasehold interests in, all material assets purported to have been leased by it, including all material assets reflected as leased on the Company Balance Sheet (it being understood that the representations and warranties contained in this Section 2.7 do not apply to ownership of, or Encumbrances with respect to, Intellectual Property, which matters are addressed in the representations and warranties set forth in Section 2.9).

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2.8 Equipment; Real Property Leases. All servers, other material hardware relating to any Company Service and other material items of equipment and other tangible assets owned by or leased to the Company are adequate in all material respects for the uses to which they are being put, are in good working condition and repair (ordinary wear and tear excepted) and, with due regard to the age thereof, taken as a whole are adequate in all material respects for the conduct of the business of the Company in the manner in which such business is currently being conducted. The Company does not own any real property or any interest in real property, except for the leaseholds created under the real property leases or subleases identified in Part 2.8 of the Company Disclosure Schedule (the “ Company Real Property ”). Except as set forth in the leases or subleases identified in Part 2.8 of the Company Disclosure Schedule, there is no Person in possession of any real property that is leased to the Company other than the Company. To the Knowledge of the Company: (a) all Company Real Property and any other property that is or was leased to or used by the Company is free of any material amount of any Materials of Environmental Concern or material environmental contamination; and (b) none of the Company Real Property or any other property that is or was used or leased by the Company contains any underground storage tanks, asbestos, equipment using PCBs or underground injection wells.

2.9 Intellectual Property .

(a) The Company exclusively owns all right, title and interest to and in the Company IP (other than: (i) Intellectual Property Rights or Intellectual Property licensed to the Company, as identified in Part 2.9(a)(i) of the Company Disclosure Schedule or pursuant to license agreements for third-party software that is generally available to the public for less than KRW 120,000,000; and (ii) Intellectual Property Rights or Intellectual Property co-owned by the Company and a third party, as identified in Part 2.9(a)(ii) of the Company Disclosure Schedule) free and clear of any Encumbrances (other than: (i) non-exclusive licenses granted by the Company in connection with the provision of Company Services in the ordinary course of business; and (ii) as would not, and would not reasonably be expected to, materially interfere with the use of such Company IP in providing any Company Services). No Person who has licensed Intellectual Property Rights or Intellectual Property to the Company has ownership rights or license rights to modifications, improvements or derivative works of such Intellectual Property or Intellectual Property Rights to the extent made by or on behalf of the Company. The Company owns or otherwise has, and immediately after the Closing will have, all Intellectual Property and Intellectual Property Rights that are material to the provision of any Company Service by the Company as currently provided.

(b) All Company Registered IP is subsisting, and to the Knowledge of Company is valid and enforceable (it being understood that this sentence applies to pending patent applications only to the extent such applications become issued patents).

(c) Neither the execution, delivery or performance of this Agreement nor the consummation of any of the transactions contemplated by this Agreement will, or could reasonably be expected to, with or without notice or the lapse of time, and as a result of any Company Contract, result in or give any other Person the right or option to cause, create, impose or declare: (i) a loss of, or Encumbrance on, any Company IP; or (ii) the grant, assignment or transfer to any other Person of any license or other right or interest under, to or in any of the Company IP, except, in each case, as would not have and would not reasonably be expected to have or result in a Company Material Adverse Effect.

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(d) The Company has not transferred ownership of (whether a whole or partial interest), or granted any exclusive right to use, any Company IP.

(e) To the Knowledge of the Company, no Person has infringed, misappropriated or otherwise violated, and to the Knowledge of the Company, no Person is infringing, misappropriating or otherwise violating, any Company IP that is (i) owned by, purported to be owned by, or exclusively licensed to, Company, or (