0001104659-07-009966 Sample Contracts

NOTE PURCHASE AGREEMENT
Note Purchase Agreement • February 13th, 2007 • Internet Capital Group Inc • Services-business services, nec • New York

THIS NOTE PURCHASE AGREEMENT, dated February 12, 2007 (the “Agreement”), is by and between Mason Capital Management, LLC (along with and on behalf of its affiliates and advisory clients listed on Schedule I hereto, the “Seller”) and Internet Capital Group, Inc., a Delaware corporation (the “Purchaser”). The Seller and the Purchaser are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

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