0001193125-04-059402 Sample Contracts

AMENDED AND RESTATED VOTING TRUST AGREEMENT
Voting Trust Agreement • April 9th, 2004 • Ict Group Inc • Services-business services, nec • Pennsylvania

WHEREAS, the Shareholders and the Company are parties to a Shareholders’ Agreement dated as of October 16, 2000 (the “Shareholders’ Agreement”); and

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VOTING AGREEMENT
Voting Agreement • April 9th, 2004 • Ict Group Inc • Services-business services, nec • Pennsylvania

THIS VOTING AGREEMENT (this “Agreement”) is made as of April 1, 2004 by and among ICT Group, Inc., a Pennsylvania corporation, its successors and assigns (the “Company”), John J. Brennan (“Mr. Brennan”) and Eileen Brennan Oakley, as trustee (the “Trustee”) of all of the trusts (collectively, the “Trusts”) under The Brennan Family 1997 Trust Agreement dated February 14, 1997 and The Brennan Family 1996 Trust Agreement dated February 16, 1996 (collectively, the “Trust Agreements”).

VOTING AGREEMENT
Voting Agreement • April 9th, 2004 • Ict Group Inc • Services-business services, nec • Pennsylvania

THIS VOTING AGREEMENT is made by and among ICT Group, Inc., a Pennsylvania corporation, its successors and assigns (the “Company”), John J. Brennan (“Brennan”), and the shareholder or optionholder of the Company signatory hereto (“Shareholder”) as of the date indicated on the Shareholder’s counterpart signature page to this Agreement.

ICT GROUP, INC. AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT
Shareholders’ Agreement • April 9th, 2004 • Ict Group Inc • Services-business services, nec • Pennsylvania

This AGREEMENT dated as of October 16, 2000 between and among ICT GROUP, INC., a Pennsylvania Corporation (the “Company”) and JOHN J. BRENNAN (“JBrennan”) and DONALD P. BRENNAN (“DBrennan”) (JBrennan and DBrennan are sometimes hereinafter together called the “Original Shareholders” and individually, an “Original Shareholder”) and the persons listed on Exhibit A hereto (the Original Shareholders, together with such persons listed on Exhibit A and any other person or entity which may hereafter become a shareholder of the Company and which may hereafter become a party to this Agreement, are sometimes collectively called the “Shareholders” and individually, a “Shareholder”).

JOINT FILING AGREEMENT
Joint Filing Agreement • April 9th, 2004 • Ict Group Inc • Services-business services, nec
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