0001193125-04-055555 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • April 1st, 2004 • Internet Capital Group Inc • Services-business services, nec • New York

SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of March 31, 2004, by and among Internet Capital Group, Inc., a Delaware corporation with headquarters located at 690 Lee Road, Suite 310, Wayne, Pennsylvania 19087 (the “Company”), and the investors listed on the Schedule of Buyers attached as Schedule I hereto (individually, a “Buyer” and collectively, the “Buyers”).

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FORM OF REGISTRATION RIGHTS AGREEMENT
Securities Purchase Agreement • April 1st, 2004 • Internet Capital Group Inc • Services-business services, nec • New York

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2004, by and among Internet Capital Group, a Delaware corporation, with headquarters located at 690 Lee Road, Suite 310, Wayne, Pennsylvania 19087 (the “Company”), and the investors listed on the Schedule of Buyers attached as Schedule I hereto (individually, a “Buyer” and collectively, the “Buyers”).

FORM OF ESCROW AGREEMENT
Form of Escrow Agreement • April 1st, 2004 • Internet Capital Group Inc • Services-business services, nec • New York

This ESCROW AGREEMENT, dated as of April [ ], 2004, (this “Agreement”), is by and among Internet Capital Group, Inc., a Delaware corporation (the “Company”), JPMorgan Chase Bank, a New York corporation, as escrow agent (the “Escrow Agent”) and the parties set forth on Schedule I to this Agreement (each a “Buyer” and collectively, the “Buyers”). The Company and the Buyers are collectively referred to herein as the “Escrow Parties”.

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