0001193125-14-082414 Sample Contracts

RESTRICTED SHARE AGREEMENT
Restricted Share Agreement • March 4th, 2014 • Icg Group, Inc. • Services-management consulting services • Delaware

On this, the 28th day of February 2014 (the “Grant Date”), ICG Group, Inc. (“ICG”), a Delaware corporation (together with its wholly-owned subsidiary, Internet Capital Group Operations, Inc., the “Company”), hereby grants to [—] (“Grantee”) a restricted share award (the “Award”), of [—] shares (the “Shares”) of the common stock of ICG, subject to the restrictions below and pursuant to and subject to the terms and conditions of the ICG Group, Inc. Fifth Amended and Restated 2005 Omnibus Equity Compensation Plan (as such may be amended from time to time, the “Plan”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Plan.

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AMENDMENT 2014-1 TO THE EMPLOYMENT AGREEMENT
Employment Agreement • March 4th, 2014 • Icg Group, Inc. • Services-management consulting services

AMENDMENT, dated as of February 28, 2014, between Internet Capital Group Operations, Inc., (the “Company”) and Douglas Alexander (“Executive”).

AMENDMENT 2014-1 TO THE EMPLOYMENT AGREEMENT
Employment Agreement • March 4th, 2014 • Icg Group, Inc. • Services-management consulting services

AMENDMENT, dated as of February 28, 2014, between Internet Capital Group Operations, Inc., (the “Company”) and Walter W. Buckley, III (“Executive”).

RESTRICTED SHARE AGREEMENT
Restricted Share Agreement • March 4th, 2014 • Icg Group, Inc. • Services-management consulting services • Delaware

On this, the 28th day of February 2014 (the “Grant Date”), ICG Group, Inc. (“ICG”), a Delaware corporation (together with its wholly-owned subsidiary, Internet Capital Group Operations, Inc., the “Company”), hereby grants to [—] (“Grantee”) a Restricted Share Award (the “Award”) of [—] shares of common stock of ICG (the “Shares”), subject to the restrictions below and pursuant to and subject to the terms and conditions of the ICG Fifth Amended and Restated 2005 Omnibus Equity Compensation Plan (the “Plan”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Plan.

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