EBAY INC. AND EBAYINTERNATIONAL AG AND SONORIT HOLDING, AS AND SPRINGBOARD GROUP S.À.R.L. (FORMERLY SLP III CAYMAN DS IV HOLDINGS S.À.R.L.) AMENDMENT NO. 3 ANDCONSENT TO AGREEMENT FOR THE SALE AND PURCHASE OF THE ENTIRE SHARE CAPITAL OF SKYPE LUXEMBOURG HOLDINGS S.À.R.L., SKYPE INC., AND SONORIT HOLDING, AS

EXHIBIT 2.4

EXECUTION VERSION

EBAY INC.

AND

EBAY INTERNATIONAL AG

AND

SONORIT HOLDING, AS

AND

SPRINGBOARD GROUP S.À.R.L.

(FORMERLY SLP III CAYMAN DS IV HOLDINGS S.À.R.L.)

AMENDMENT NO. 3 AND CONSENT TO AGREEMENT FOR THE SALE AND

PURCHASE OF THE ENTIRE SHARE CAPITAL OF

SKYPE LUXEMBOURG HOLDINGS S.À.R.L.,

SKYPE INC.,

AND

SONORIT HOLDING, AS

THIS AMENDMENT NO. 3 AND CONSENT is made on 5 November 2009 (this “Amendment and Consent”):

AMONG:

WHEREAS the parties entered into an Agreement for the sale and purchase of the entire share capital of Skype Luxembourg Holdings S.à.r.l., Skype Inc. and Sonorit Holding, AS on 1 September 2009, as amended on 14 September 2009, and as further amended on 19 October 2009 and 21 October 2009 (the “SPA”); and

WHEREAS simultaneously with the execution of this Amendment and Consent, Silver Lake Partners III Cayman (AIV III), L.P., Silver Lake Partners, L.P., Silver Lake Partners, II, L.P., Silver Lake Partners III, L.P., Silver Lake Partners Management Company, L.L.C., Silver Lake Management Company III, L.L.C., Silver Lake Technology Investors III Cayman, L.P. and SLP Springboard Co-Invest, L.P., CPP Investment Board Private Holdings, Inc. and Canada Pension Plan Investment Board, Index Ventures Growth I (Jersey), L.P., Index Venture Management, S.A., Index Ventures Growth Associates I Limited, Index Ventures Growth I Parallel Entrepreneur Fund (Jersey), L.P., Yucca Partners LP Jersey Branch, Andreessen Horowitz Fund I, L.P., Andreessen Horowitz Fund I-A, L.P., Andreessen Horowitz Fund I-B, L.P., Springboard Group S.à r.l (formerly SLP III Cayman DS IV Holdings S.à r.l), Skype Luxembourg Holdings, S.à r.l., Skype, Inc., Sonorit Holding, AS, Skype Technologies, S.A., eBay, Inc., Michaelangelo Volpi, Joltid Limited, Joost US Inc. and Joost N.V., Niklas Zennström, Janus Friis, Mark Dyne, Europlay Capital Advisors, LLC and EuroAcquisition 1 Limited are entering into the Master Settlement Agreement, dated as of the date hereof (the “Settlement Agreement”), attached as Annex A to this Amendment and Consent.

WHEREAS, the parties wish to amend certain terms of the SPA as set forth in this Amendment and Consent.

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NOW THEREFORE, THE PARTIES AGREE as follows:

““Completion Date” means the later of: (a) November 19, 2009; and (b) the second Business Day following the day on which the last of the conditions listed in Schedule 2 (other than those conditions that by their nature are to be satisfied at Completion, but subject to the satisfaction or waiver of those conditions) shall have been satisfied or waived in accordance with this Agreement (the “Conditions Satisfaction Date”); or such other date as may be agreed in writing between the Buyer and the Sellers; provided that (i) in the event that the Conditions Satisfaction Date occurs prior to November 19, 2009, the Buyer may, at its option, elect by delivering a written notice to the Sellers, at least one Business Day prior to the desired Completion Date, that Completion shall occur on a day selected by the Buyer that is prior to November 19, 2009; and (ii) in the event that, on or prior to the later of the Conditions Satisfaction Date and November 19, 2009 (such later day, the “Initial Outside Completion Date”), a Settlement Agreement Failure Event (as defined below) occurs, the Buyer may, at its option, elect by delivering a written notice to the Sellers at any time up to the Initial Outside Completion Date (such day of election, the “Notice Day”), that Completion shall occur (subject to the satisfaction or waiver of the conditions listed in Schedule 2, except as expressly set forth below) on a day selected by the Buyer that is no later than 10 Business Days following the Settlement Agreement Failure Day (as defined below) (such day, the “Extended Outside Completion Date”) so long as, on the Notice Day, the Buyer delivers to the Sellers an irrevocable written waiver, executed by the Buyer, of each of the conditions set out in paragraph 1 (solely with respect to the Sellers’ Warranties set out in clauses 4.2, 15.1 and 15.2 of Schedule 4 to this Agreement) and paragraph 4 of Schedule 2 to this Agreement (but not, in each case, with respect to facts, events or circumstances that occurred on or prior to the Initial Outside Completion Date); for purposes of the foregoing: (x) the “Settlement Agreement Failure Event” means the Settlement Agreement ceasing to be in full force and effect and/or any of the parties thereto (other than the Buyer, the Buyer’s Pre-Completion Shareholders and their affiliates) terminating or repudiating the Settlement Agreement; and (y) the “Settlement Agreement Failure Day” means the day on which the Settlement Agreement Failure Event first occurs;”.

““Settlement Agreement” means the master settlement agreement, by and among Silver Lake Partners III Cayman (AIV III), L.P., Silver Lake Partners, L.P., Silver Lake Partners, II, L.P., Silver Lake Partners III, L.P., Silver Lake Partners

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Management Company, L.L.C., Silver Lake Management Company III, L.L.C., Silver Lake Technology Investors III Cayman, L.P. and SLP Springboard Co-Invest, L.P., CPP Investment Board Private Holdings, Inc. and Canada Pension Plan Investment Board, Index Ventures Growth I (Jersey), L.P., Index Venture Management, S.A., Index Ventures Growth I Parallel Entrepreneur Fund (Jersey), L.P., Yucca Partners LP Jersey Branch, Andreessen Horowitz Fund I, L.P., Andreessen Horowitz Fund I-A, L.P., Andreessen Horowitz Fund I-B, L.P., Buyer, Skype Luxembourg Holdings, S.à r.l., Skype, Inc., Sonorit Holding, Skype Technologies, S.A., Parent, Michaelangelo Volpi, Joltid Limited, Joost US Inc., Joost N.V., Niklas Zennström, Janus Friis, Mark Dyne, Europlay Capital Advisors, L.L.C. and EuroAcquisition 1 Limited, dated November 5, 2009, and any transactions, agreements, arrangements and other documents contemplated thereby;”.

“Luxembourg Sub shall pay the euro equivalent of $86,000,000 (using the exchange rate quoted in the Financial Times on the date that is two Business Days immediately preceding the Completion Date (or such other date as the parties may mutually agree on) in cash to International by paying accrued interest payable pursuant to, or by redemption or repurchase of, the convertible preferred equity certificates of Luxembourg Sub;”.

“and, with respect to the matters contemplated by the Settlement Agreement, that is substantially in the form set forth in Exhibit 8.1(a) to the Settlement Agreement.”

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““Shareholders Agreement” means the Shareholders Agreement to be entered into among the several parties specified therein prior to Completion, substantially in the form attached in Annex B to this Agreement.”

““Tax Cooperation Agreement” means the Tax Cooperation Agreement to be entered into between Parent, the Buyer and Skype Technologies S.A. prior to Completion, substantially in the form attached in Annex C to this Agreement.”.

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““Debt Shortfall Adjustment Amount” means the product of (a) the lesser of (i) the amount by which the indebtedness under the Debt Financing the Buyer has incurred immediately following Completion (without taking into account the revolving credit facility) is below $700,000,000 (if any) and (ii) $100,000,000, and (b) 0.35;”

““OID Adjustment Amount” means the product of (a) the amount by which the original issue discount associated with the indebtedness under the Debt Financing the Buyer has incurred immediately (including any amounts under the revolving credit facility that have been drawn or remain available to be drawn thereunder) following Completion is below $25,200,000 (if any), and (b) 0.35;”

““Debt Underwriting Fee Adjustment Amount” means the product of: (a) the amount, if any, by which: (i) the total indebtedness under the Debt Financing the Buyer has incurred immediately following Completion (including any amounts under the revolving credit facility that have been drawn or remain available to be drawn thereunder) exceeds (ii) $630,000,000, and (b) 0.0105;”

““Specified Amount” means (a) $1,829,250,000, minus (b) the Debt Shortfall Adjustment Amount (if any), plus (c) the OID Adjustment Amount (if any), minus (d) the Debt Underwriting Fee Adjustment Amount;”.

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“; provided that the Buyer’s Pre-Completion Shareholders shall pay on the Buyer’s behalf, or reimburse the Buyer for, its liability under the foregoing with respect to actual amounts incurred for transfer, stamp and similar Taxes in Switzerland up to an aggregate maximum amount of $3,000,000.”.

“The Sellers warrant to the Buyer (subject to the exclusions and limitations set out in this Agreement and subject to paragraph 12.3 below) that any document in the possession of a Group Company or to the production of which a Group Company is entitled and which was executed on or before Completion which attracts United Kingdom, Irish or similar stamp duty and which document may be necessary for such Group Company in proving title of such Group Company to any asset or to produce in evidence for the purposes of any litigation (and for the purposes of so proving title or producing in evidence must be duly stamped) and to which such Group Company is a party (and became a party on or before Completion) has been properly stamped.”.

“; provided that, with respect to the directors and officers insurance maintained by Parent (the “D&O Insurance”), Parent: (a) shall take reasonable actions to facilitate any claims made by or on behalf of any Group Company under the D&O Insurance, at the sole cost and expense of such Group Company, provided that such claims: (i) only apply to individuals who were directors or officers of any Group Company prior to Completion, and (ii) are only with respect to occurrences, facts or circumstances that occurred prior to Completion; and (b) for a period of six years following Completion shall not terminate or reduce the coverage available to the Group Companies under the D&O Insurance for the claims referred to in the preceding clause (a) unless such termination or similar reduction in coverage is also made with respect to all of the divested entities covered by the D&O Insurance. Parent shall use commercially reasonable efforts to notify the Buyer of any such termination or reduction in coverage.”

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EXECUTED on behalf of

EBAY INC., a company incorporated under the laws of Delaware,

being a person who, in accordance with the laws of that territory, is acting under the authority of the company.

Signature Page to Amendment No. 3 to SPA and Consent

EXECUTED on behalf of

EBAY INTERNATIONAL AG, a company incorporated under the laws of Switzerland,

being a person who, in accordance with the laws of that territory, is acting under the authority of the company.

Signature Page to Amendment No. 3 to SPA and Consent

EXECUTED on behalf of

SONORIT HOLDINGS, AS, a company incorporated under the laws of Norway,

being a person who, in accordance with the laws of that territory, is acting under the authority of the company.

Signature Page to Amendment No. 3 to SPA and Consent

EXECUTED on behalf of

SPRINGBOARD GROUP S.À.R.L., a company incorporated under the laws of Luxembourg,

being a person who, in accordance with the laws of that territory, is acting under the authority of the company.

Signature Page to Amendment No. 3 to SPA and Consent

ANNEX A

Settlement Agreement

ANNEX B

Amendment to the Equity Funding Letter

ANNEX C

Form of Shareholders Agreement

ANNEX D

Form of Tax Cooperation Agreement

ANNEX E

Completion Steps

ANNEX F

Seller Subordinated Note