Form of Registration RIghts Agreement.



 Exhibit 10.3 
  
 FORM OF REGISTRATION RIGHTS AGREEMENT 
  
 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”). 
  
 WHEREAS: 
  
 A. In connection with the Securities Purchase Agreement, dated as of March 31, 2004 (the “Securities Purchase Agreement”),
by and among the parties hereto, the Company has agreed, upon the terms and subject to the conditions set forth in the Securities Purchase Agreement, to issue and sell to each Buyer senior convertible notes of the Company (the
“Notes”) which will, among other things, be convertible into shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) (as converted, the “Conversion Shares”) in
accordance with the terms of the Notes. 
  
 B. To induce the Buyers to execute and
deliver the Securities Purchase Agreement, the Company has agreed to provide certain registration rights under the Securities Act of 1933, as amended, and the rules and regulations thereunder, or any similar successor statute (collectively, the
“1933 Act”), and applicable state securities laws. 
  
 NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and each of the Buyers
hereby agree as follows: 
  
 1. Definitions. 
  
 As used in this Agreement, the following terms shall have
the following meanings: 
  
 (a) “Business
Day” means any day other than Saturday, Sunday or any other day on which commercial banks in The City of New York are authorized or required by law to remain closed. 
  
 (b) “Continuing Effectiveness Damages” shall equal the product of (i) 0.00033
multiplied by (ii) the number of days after the Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of all of the
Registrable Securities required to be included on such Registration Statement. 
  
 (c) “Effectiveness Deadline Damages” shall equal the product of (i) 0.00033 multiplied by (ii) the number
of days after the Effectiveness Deadline that the Registration Statement is not declared effective by the SEC. 
  









 (d) “Filing Deadline” means the later of (i) 45 days after the
Subscription Date (as defined in the Securities Purchase Agreement) and (ii) two Business Days after the Closing Date (as defined in the Securities Purchase Agreement). 
  
 (e) “Filing Deadline Damages” shall equal the product of (i) the 0.00033 multiplied
by (ii) the number of days after the Filing Deadline that the Registration Statement is not filed with the SEC. 
  
 (f) “Investor” means a Buyer or any transferee or assignee thereof to whom a Buyer assigns its rights under this
Agreement and who agrees to become bound by the provisions of this Agreement in accordance with Section 9 and any transferee or assignee thereof to whom a transferee or assignee assigns its rights under this Agreement and who agrees to become bound
by the provisions of this Agreement in accordance with Section 9. 
  
 (g) “Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization and a government or any department or agency
thereof. 
  
 (h) “register”,
“registered”, and “registration” refer to a registration effected by preparing and filing one or more Registration Statements (as defined below) in compliance with the 1933 Act and pursuant to Rule 415 and the
declaration or ordering of effectiveness of such Registration Statement(s) by the SEC. 
  
 (i) “Registrable Securities” means (i) the Notes, (ii) the Conversion Shares issued or issuable upon conversion or
redemption of the Notes, (iii) the Interest Shares issued or issuable under the Notes and (iv) any share capital of the Company issued or issuable with respect to the Conversion Shares, the Notes or the Interest Shares as a result of any stock
split, stock dividend, recapitalization, exchange or similar event or otherwise, without regard to any limitations on conversions of the Notes. 
  
 (j) “Registration Statement” means a registration statement or registration statements of the Company filed under the
1933 Act covering the Registrable Securities. 
  
 (k) “Rule 415” means Rule 415 under the 1933 Act or any successor rule providing for offering securities on a continuous or delayed basis. 
  
 (l) “SEC” means the United States Securities and Exchange Commission. 
  
 Capitalized terms used herein and not otherwise defined
herein shall have the respective meanings set forth in the Securities Purchase Agreement. 
  
 2. Registration. 
  
 (a) Mandatory Registration. The Company shall prepare, and, as soon as practicable, but in no event later than the Filing Deadline file with the SEC the Registration Statement on Form S-3 covering the resale of
all of the Registrable Securities. In the event that Form S-3 is unavailable for such a registration, the Company shall use such other form as is available for such a registration, subject to the provisions of Section 2(e). The Registration 

  

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Statement prepared pursuant hereto shall register for resale at least the number of shares of Common Stock equal to the sum of the product of (x) 1.5 and (y)
the maximum number of shares of Common Stock issuable upon conversion of the Notes (assuming for purposes hereof, that the Notes are convertible at the Conversion Price (as defined in the Securities Purchase Agreement) and without taking into
account any limitations on the conversion of the Notes set forth in the Notes). The Registration Statement shall contain (except if otherwise directed by the holders of at least a majority of the Registrable Securities) the “Selling
Stockholders” section in substantially the form attached hereto as Exhibit B and the “Plan of Distribution” in substantially the form attached hereto as Exhibit B. The Company shall use its reasonable best
efforts to have the Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the date which is 45 days after the applicable Filing Deadline (the “Effectiveness Deadline”);
provided that the Effectiveness Deadline shall be extended to 75 days after the applicable Filing Deadline if the SEC elects to review the Registration Statement. In connection the registration discussed above, the Company shall obtain CUSIP
numbers for each of the Registrable Securities no later than the applicable Filing Deadline. 
  
 (b) Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and
each increase in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time the Registration Statement covering such initial
number of Registrable Securities or increase thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s Registrable Securities, each transferee shall be allocated a pro rata
portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold
any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. In
no event shall the Company include any securities other than Registrable Securities on any Registration Statement without the prior written consent of Buyers holding at least a majority of the Registrable Securities. 
  
 (c) Legal Counsel. Subject to Section 5 hereof, the
Buyers holding at least a majority of the Registrable Securities shall have the right to select one legal counsel to review and oversee any registration pursuant to this Section 2 (“Legal Counsel”), which shall be Morgan, Lewis
& Bockius LLP or such other counsel as thereafter designated by the holders of at least a majority of the Registrable Securities. The Company and Legal Counsel shall reasonably cooperate with each other in performing the Company’s
obligations under this Agreement. 
  
 (d)
Ineligibility for Form S-3. In the event that Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall (i) register the resale of the Registrable Securities on another appropriate
form reasonably acceptable to the holders of at least a majority of the Registrable Securities and (ii) undertake to register the Registrable Securities on Form S-3 as soon as such form is available, provided that the Company shall maintain
the effectiveness of the Registration Statement then in effect until such time as a 

  

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Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the SEC. 
  
 (e) Sufficient Number of Shares Registered. In the
event the number of shares available under a Registration Statement filed pursuant to Section 2(a) is insufficient to cover all of the Registrable Securities required to be covered by such Registration Statement or an Investor’s allocated
portion of the Registrable Securities pursuant to Section 2(b), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover at
least 100% of the Notes and 150% of the maximum number of shares of Common Stock issuable upon conversion of the Notes (assuming for purposes hereof, that the Notes are convertible at the then applicable Conversion Price, and without taking into
account any limitations on the conversion of the Notes set forth in the Notes) as soon as practicable, but in any event not later than fifteen (15) days after the necessity therefor arises. The Company shall use its reasonable best efforts to cause
such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof, but in no event later than 60 days after such filing. For purposes of the foregoing provision, the number of shares available
under a Registration Statement shall be deemed “insufficient to cover all of the Registrable Securities” if at any time the number of Registrable Securities issued or issuable upon conversion of the Notes and covered by such Registration
Statement is greater than 150% of the maximum number of shares of Common Stock issuable upon conversion of the Notes (assuming for purposes hereof, that the Notes are convertible at the then applicable Conversion Price and without taking into
account any limitations on the conversion of the Notes set forth in the Notes) available for resale under such Registration Statement. The calculation set forth in the foregoing sentence shall be made without regard to any limitations on the
conversion of the Notes and such calculation shall assume that the Notes are then convertible into shares of Common Stock (assuming for purposes hereof, that the Notes are convertible at the then applicable Conversion Price and without taking into
account any limitations on the conversion of the Notes set forth in the Notes) and the maximum number of Interest Shares under the Notes, assuming the applicable portions of the initial outstanding principal amount of the Notes remains outstanding
through the applicable scheduled installment payment or maturity dates and assuming no conversions or redemptions of the Notes prior to the scheduled installment or maturity date, are issuable at the then prevailing Interest Conversion Price (as
defined in the Notes) or Conversion Rate (as defined in the Notes). 
  
 (f) Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and
required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the Filing Deadline or (B) not declared effective by the SEC on or before the Effectiveness Deadline (an “Effectiveness
Failure”) or (ii) on any day after such Registration Statement has been declared effective by the SEC sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an
Allowable Grace Period (as defined in Section 3(o)) pursuant to such Registration Statement (a “Continuing Effectiveness Failure”) (including, without limitation, because of a failure to keep such Registration Statement effective,
to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or to register a sufficient number of shares of Common Stock), then the Company shall pay, as liquidated damages and not as a penalty, to each
holder of Notes relating to such Registration Statement an 

  

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amount in cash equal to (1) the product of (i) the aggregate Principal (as such term is defined in the Notes) of such Investor’s Notes multiplied
by (ii) the sum of (A) if such Registration Statement is not filed by the Filing Deadline, the Filing Deadline Damages plus (B) if such Registration Statement is not declared effective by the Effectiveness Deadline, the Effectiveness
Deadline Damages plus (C) if there exists a Continuing Effectiveness Failure, the Continuing Effectiveness Damages. The payments to which a holder shall be entitled pursuant to this Section 2(g) are referred to herein as “Registration
Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third Business Day after the event or failure giving
rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of 1.0% per month (prorated for partial months)
until paid in full. Each Investor shall be entitled to seek any available remedy for the enforcement of this Agreement, including for the payment of any Registration Delay Payments. Nothing shall preclude an Investor from pursuing or obtaining
specific performance or other equitable relief with respect to this Agreement. 
  
 3. Related Obligations. 
  
 At such time as the Company is obligated to file a Registration Statement with the SEC pursuant to Section 2(a), 2(d) or 2(e), the Company will use its reasonable best efforts to effect the registration of the
Registrable Securities in accordance with the intended method of disposition thereof and, pursuant thereto, the Company shall have the following obligations: 
  

(a) The Company shall submit to the SEC, within two (2) Business Days after the Company learns that no review of a particular
Registration Statement will be made by the staff of the SEC or that the staff of the SEC has no further comments on a particular Registration Statement, as the case may be, a request for acceleration of effectiveness of such Registration Statement
to a time and date not later than 48 hours after the submission of such request. The Company shall keep each Registration Statement effective pursuant to Rule 415 at all times until the earlier of (i) the date as of which the Investors may sell all
of the Registrable Securities covered by such Registration Statement without restriction pursuant to Rule 144(k) (or any successor thereto) promulgated under the 1933 Act or (ii) the date on which the Investors shall have sold all of the Registrable
Securities covered by such Registration Statement (the “Registration Period”). The Company shall ensure that each Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not
contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein (in the case of prospectuses, in the light of the circumstances in which they were made) not
misleading. 
  
 (b) The Company shall prepare and
file with the SEC such amendments (including post-effective amendments) and supplements to a Registration Statement and the prospectus used in connection with such Registration Statement, which prospectus is to be filed pursuant to Rule 424
promulgated under the 1933 Act, as may be necessary to keep such Registration Statement effective at all times during the Registration Period, and, during such period, comply with the provisions of the 1933 Act with respect to the disposition of all
Registrable Securities of the Company covered by such Registration Statement until such time as 

  

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all of such Registrable Securities shall have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof as set
forth in such Registration Statement. In the case of amendments and supplements to a Registration Statement which are required to be filed pursuant to this Agreement (including pursuant to this Section 3(b)) by reason of the Company filing a report
on Form 10-K, Form 10-Q or Form 8-K or any analogous report under the Securities Exchange Act of 1934, as amended (the “1934 Act”), the Company shall have incorporated such report by reference into such Registration Statement, if
applicable, or shall file such amendments or supplements with the SEC on the same day on which the 1934 Act report is filed which created the requirement for the Company to amend or supplement such Registration Statement. 
  
 (c) The Company shall (A) permit Legal Counsel to review and
comment upon (i) a Registration Statement at least five (5) Business Days prior to its filing with the SEC and (ii) all amendments and supplements to all Registration Statements (except for Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q
and Current Reports on Form 8-K and any similar or successor reports) within a reasonable number of days prior to their filing with the SEC, and (B) not file any Registration Statement or amendment or supplement thereto (except for Annual Reports on
Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K and any similar or successor reports and any exhibits incorporated by reference therein) in a form to which Legal Counsel reasonably objects in writing; provided that
the Registration Delay Payments shall not accrue as a result of such objection. The Company shall furnish to Legal Counsel, without charge, (i) copies of any correspondence from the SEC or the staff of the SEC to the Company or its representatives
relating to any Registration Statement, (ii) promptly after the same is prepared and filed with the SEC, one copy of any Registration Statement and any amendment(s) thereto, including, to the extent not available on the EDGAR system, financial
statements and schedules, all documents incorporated therein by reference, if requested by an Investor, and all exhibits and (iii) upon the effectiveness of any Registration Statement, one copy of the prospectus included in such Registration
Statement and all amendments and supplements thereto. The Company shall reasonably cooperate with Legal Counsel in performing the Company’s obligations pursuant to this Section 3. 
  
 (d) The Company shall furnish to each Investor whose Registrable Securities are included in any Registration
Statement, without charge, (i) promptly after the same is prepared and filed with the SEC, at least one copy of such Registration Statement and any amendment(s) thereto, including financial statements and schedules, all documents incorporated
therein by reference, if requested by an Investor, all exhibits and each preliminary prospectus, (ii) upon the effectiveness of any Registration Statement, ten (10) copies of the prospectus included in such Registration Statement and all amendments
and supplements thereto (or such other number of copies as such Investor may reasonably request) and (iii) such other documents, including copies of any preliminary or final prospectus, as such Investor may reasonably request from time to time in
order to facilitate the disposition of the Registrable Securities owned by such Investor. 
  
 (e) The Company shall use its reasonable best efforts to (i) register and qualify, unless an exemption from registration and qualification
applies, the resale by Investors of the Registrable Securities covered by a Registration Statement under such other securities or “blue sky” laws of all applicable jurisdictions in the United States, (ii) prepare and file in those 

  

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jurisdictions such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain
the effectiveness thereof during the Registration Period, (iii) take such other actions as may be necessary to maintain such registrations and qualifications in effect at all times during the Registration Period, and (iv) take all other actions
reasonably necessary or advisable to qualify the Registrable Securities for sale in such jurisdictions; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (x) qualify to do
business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(e), (y) subject itself to general taxation in any such jurisdiction, or (z) file a general consent to service of process in any such
jurisdiction. The Company shall promptly notify Legal Counsel and each Investor who holds Registrable Securities of the receipt by the Company of any notification with respect to the suspension of the registration or qualification of any of the
Registrable Securities for sale under the securities or “blue sky” laws of any jurisdiction in the United States or its receipt of actual notice of the initiation or threatening of any proceeding for such purpose. 
  
 (f) The Company shall notify Legal Counsel and each Investor
in writing of the happening of any event, as promptly as practicable after becoming aware of such event, as a result of which the prospectus included in a Registration Statement, as then in effect, includes an untrue statement of a material fact or
omission to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (provided that in no event shall such notice contain any
material, nonpublic information), and, subject to Section 3(o), promptly prepare a supplement or amendment to such Registration Statement to correct such untrue statement or omission, and deliver ten (10) copies of such supplement or amendment to
Legal Counsel and each Investor (or such other number of copies as Legal Counsel or such Investor may reasonably request). The Company shall also promptly notify Legal Counsel and each Investor in writing (i) when a prospectus or any prospectus
supplement or post-effective amendment has been filed, and when a Registration Statement or any post-effective amendment has become effective (notification of such effectiveness shall be delivered to Legal Counsel and each Investor by facsimile on
the same day of such effectiveness and by overnight mail), (ii) of any request by the SEC for amendments or supplements to a Registration Statement or related prospectus or related information, and (iii) of the Company’s reasonable
determination that a post-effective amendment to a Registration Statement would be appropriate. 
  
 (g) The Company shall use its reasonable best efforts to prevent the issuance of any stop order or other suspension of effectiveness of a
Registration Statement, or the suspension of the qualification of any of the Registrable Securities for sale in any jurisdiction and, if such an order or suspension is issued, to obtain the withdrawal of such order or suspension at the earliest
possible moment and to notify Legal Counsel and each Investor who holds Registrable Securities being sold of the issuance of such order and the resolution thereof or its receipt of actual notice of the initiation or threat of any proceeding for such
purpose. 
  
 (h) The Company shall hold in
confidence and not make any disclosure of information concerning an Investor provided to the Company unless (i) disclosure of such information is necessary to comply with federal or state securities laws, (ii) the disclosure of such information is
necessary to avoid or correct a misstatement or omission in any Registration Statement, (iii) the release of such information is ordered pursuant to a subpoena or other final, 

  

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non-appealable order from a court or governmental body of competent jurisdiction, or (iv) such information has been made generally available to the public
other than by disclosure in violation of this Agreement or any other agreement of which the Company has knowledge. The Company agrees that it shall, upon learning that disclosure of such information concerning an Investor is sought in or by a court
or governmental body of competent jurisdiction or through other means, give prompt written notice to such Investor and allow such Investor, at the Investor’s expense, to undertake appropriate action to prevent disclosure of, or to obtain a
protective order for, such information. 
  
 (i)
The Company shall use its reasonable best efforts to secure the inclusion for quotation on The Nasdaq SmallCap Market of the shares of Common Stock included in the Registrable Securities. In the event the Company’s Common Stock cease to be
listed on The Nasdaq SmallCap Market, the Company shall use its reasonable best efforts to secure the inclusion for quotation on the Eligible Market (as defined in the Notes) on which the Company’s Common Stock is listed or included for
quotation. The Company shall pay all fees and expenses in connection with satisfying its obligation under this Section 3(i). 
  
 (j) The Company shall cooperate with the Investors who hold Registrable Securities being offered and, to the extent applicable, facilitate
the timely preparation and delivery of certificates (not bearing any restrictive legend) representing the Registrable Securities to be offered pursuant to a Registration Statement and enable such certificates to be in such denominations or amounts,
as the case may be, as the Investors may reasonably request and registered in such names as the Investors may request. 
  
 (k) If requested by an Investor, the Company shall (i) as soon as practicable incorporate in a prospectus supplement or post-effective
amendment such information as an Investor reasonably requests to be included therein relating to the sale and distribution of Registrable Securities, including, without limitation, information with respect to the number of Registrable Securities
being offered or sold, the purchase price being paid therefor and any other terms of the offering of the Registrable Securities to be sold in such offering; (ii) as soon as practicable make all required filings of such prospectus supplement or
post-effective amendment after being notified of the matters to be incorporated in such prospectus supplement or post-effective amendment; and (iii) as soon as practicable, supplement or make amendments to any Registration Statement if reasonably
requested by an Investor holding any Registrable Securities. 
  
 (l) The Company shall use its reasonable best efforts to cause the Registrable Securities covered by a Registration Statement to be registered with or approved by such other United States federal, state and local
governmental agencies or authorities as may be necessary to consummate the disposition of such Registrable Securities. 
  
 (m) The Company shall otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the SEC in
connection with any registration hereunder. 
  
 (n) Within two (2) Business Days after a Registration Statement which covers Registrable Securities is ordered effective by the SEC, the Company shall deliver to the transfer agent for such Registrable Securities (with copies to the
Investors whose Registrable Securities 

  

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are included in such Registration Statement) confirmation that such Registration Statement has been declared effective by the SEC in the form attached hereto
as Exhibit A. 
  
 (o) Notwithstanding
anything to the contrary herein, at any time after the Registration Statement has been declared effective by the SEC, the Company may delay the disclosure of material non-public information concerning the Company the disclosure of which at the time
is not, in the good faith written opinion of an executive officer of the Company and its counsel, in the best interest of the Company and, in the opinion of counsel to the Company, otherwise required (a “Grace Period”);
provided, that the Company shall promptly (i) notify the Investors in writing of the existence of material non-public information giving rise to a Grace Period (provided that in each notice the Company will not disclose the content of
such material non-public information to the Investors) and the date on which the Grace Period will begin, and (ii) notify the Investors in writing of the date on which the Grace Period ends; and, provided, further, that no Grace Period
shall exceed twenty-five (25) consecutive days and during any three hundred sixty five (365) day period such Grace Periods shall not exceed an aggregate of seventy-five (75) days and the first day of any Grace Period must be at least two (2) trading
days after the last day of any prior Grace Period (each, an “Allowable Grace Period”). For purposes of determining the length of a Grace Period above, the Grace Period shall begin on and include the date the Investors receive the
notice referred to in clause (i) and shall end on and include the later of the date the Investors receive the notice referred to in clause (ii) and the date referred to in such notice. The provisions of Section 3(g) hereof shall not be applicable
during the period of any Allowable Grace Period. Upon expiration of the Grace Period, the Company shall again be bound by the first sentence of Section 3(f) with respect to the information giving rise thereto unless such material, non-public
information is no longer applicable. Notwithstanding anything to the contrary, the Company shall cause its transfer agent to deliver unlegended shares of Common Stock to a transferee of an Investor in accordance with the terms of the Securities
Purchase Agreement in connection with any sale of Registrable Securities with respect to which an Investor has entered into a contract for sale, and delivered a copy of the prospectus included as part of the applicable Registration Statement, prior
to the Investor’s receipt of the notice of a Grace Period and for which the Investor has not yet settled. 
  
 4. Obligations of the Investors. 
  
 (a) At least seven (7) Business Days prior to the first anticipated filing date of a Registration Statement, the Company shall notify each
Investor in writing of the information the Company requires from each such Investor if such Investor elects to have any of such Investor’s Registrable Securities included in such Registration Statement. It shall be a condition precedent to the
obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Investor that such Investor shall furnish to the Company such information regarding itself, the Registrable
Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the effectiveness of the registration of such Registrable Securities and shall execute such documents in
connection with such registration as the Company may reasonably request. 
  
 (b) Each Investor, by such Investor’s acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection 

  

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with the preparation and filing of any Registration Statement hereunder, unless such Investor has notified the Company in writing of such Investor’s
election to exclude all of such Investor’s Registrable Securities from such Registration Statement. 
  
 (c) Each Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section
3(g) or the first sentence of 3(f), such Investor will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until such Investor’s receipt of the copies of
the supplemented or amended prospectus contemplated by Section 3(g) or the first sentence of 3(f) or receipt of notice that no supplement or amendment is required. Notwithstanding anything to the contrary, the Company shall cause its transfer agent
to deliver unlegended shares of Common Stock to a transferee of an Investor in accordance with the terms of the Securities Purchase Agreement in connection with any sale of Registrable Securities with respect to which an Investor has entered into a
contract for sale prior to the Investor’s receipt of a notice from the Company of the happening of any event of the kind described in Section 3(g) or the first sentence of 3(f) and for which the Investor has not yet settled. 
  
 (d) Each Investor agrees that it shall, in connection with
any sales or other transfers of Registrable Securities pursuant to the Registration Statements, comply with any applicable prospectus delivery requirements pursuant to the 1933 Act. 
  
 5. Expenses of Registration. 
  
 All reasonable expenses, other than underwriting discounts and commissions, incurred in connection with
registrations, filings or qualifications pursuant to Sections 2 and 3, including, without limitation, all registration, listing and qualifications fees, printers and accounting fees, and fees and disbursements of counsel for the Company shall be
paid by the Company. The Company shall also reimburse the Investors for the reasonable fees and disbursements of Legal Counsel in connection with registration, filing or qualification pursuant to Sections 2 and 3 of this Agreement, which amount
shall be limited to $20,000 for each Registration Statement. 
  
 6. Indemnification. 
  
 In the
event any Registrable Securities are included in a Registration Statement under this Agreement: 
  
 (a) To the fullest extent permitted by law, the Company will, and hereby does, indemnify, hold harmless and defend each Investor, the
directors, officers, members, partners, employees, agents, representatives of, and each Person, if any, who controls any Investor within the meaning of the 1933 Act or the 1934 Act (each, an “Indemnified Person”), against any
losses, claims, damages, liabilities, judgments, fines, penalties, charges, costs, reasonable attorneys’ fees, amounts paid in settlement or expenses, joint or several (collectively, “Claims”), incurred in investigating,
preparing or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any court or governmental, administrative or other regulatory agency, body or the SEC, whether pending or threatened,
whether or not an indemnified party is or may be a party thereto (“Indemnified Damages”), to 

  

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which any of them may become subject insofar as such Claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or
are based upon: (i) any untrue statement or alleged untrue statement of a material fact in a Registration Statement or any post-effective amendment thereto or in any filing made in connection with the qualification of the offering under the
securities or other “blue sky” laws of any jurisdiction in which Registrable Securities are offered (“Blue Sky Filing”), or the omission or alleged omission to state a material fact required to be stated therein or
necessary to make the statements therein not misleading, (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus if used prior to the effective date of such Registration Statement, or
contained in the final prospectus (as amended or supplemented, if the Company files any amendment thereof or supplement thereto with the SEC) or the omission or alleged omission to state therein any material fact necessary to make the statements
made therein, in the light of the circumstances under which the statements therein were made, not misleading, (iii) any violation or alleged violation by the Company of the 1933 Act, the 1934 Act, any other law, including, without limitation, any
state securities law, or any rule or regulation thereunder relating to the offer or sale of the Registrable Securities pursuant to a Registration Statement or (iv) any material violation of this Agreement by the Company, its agents or
representatives (the matters in the foregoing clauses (i) through (iv) being, collectively, “Violations”). Subject to Section 6(c), the Company shall reimburse the Indemnified Persons, promptly as such expenses are incurred and are
due and payable, for any legal fees or other reasonable expenses incurred by them in connection with investigating or defending any such Claim. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in
this Section 6(a): (i) shall not apply to a Claim by an Indemnified Person arising out of or based upon a Violation which occurs in reliance upon and in conformity with information furnished in writing to the Company by such Indemnified Person for
such Indemnified Person expressly for use in connection with the preparation of the Registration Statement or any such amendment thereof or supplement thereto; (ii) with respect to any preliminary prospectus, shall not inure to the benefit of any
such Person from whom the Person asserting any such Claim purchased the Registrable Securities that are the subject thereof (or to the benefit of any Person controlling such Person) if the untrue statement or omission of material fact contained in
the preliminary prospectus was corrected in the prospectus, as then amended or supplemented, and the Indemnified Person was promptly advised in writing not to use the incorrect prospectus and such Indemnified Person, notwithstanding such advice,
failed to deliver the correct prospectus as required by the 1933 Act and such correct prospectus was timely made available pursuant to Section 3(d); (iii) shall not be available to the extent such Claim is based on a failure of the Investor to
properly deliver or to cause to be delivered the prospectus made available by the Company, including a corrected prospectus, if such prospectus or corrected prospectus was timely made available by the Company pursuant to Section 3(d); and (iv) shall
not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of the Company, which consent shall not be unreasonably withheld or delayed. Such indemnity shall remain in full force and effect
regardless of any investigation made by or on behalf of the Indemnified Person and shall survive the transfer of the Registrable Securities by the Investors pursuant to Section 9. 
  
 (b) In connection with any Registration Statement in which an Investor is participating, each such Investor
agrees to severally and not jointly indemnify, hold harmless and defend, to the same extent and in the same manner as is set forth in Section 6(a), the Company, each of its directors, each of its officers who signs the Registration Statement and
each Person, if 

  

 11 








 
any, who controls the Company within the meaning of the 1933 Act or the 1934 Act (each, an “Indemnified Party”), against any Claim or
Indemnified Damages to which any of them may become subject, under the 1933 Act, the 1934 Act or otherwise, insofar as such Claim or Indemnified Damages arise out of or are based upon any Violation, in each case to the extent, and only to the
extent, (i) that such Violation occurs in reliance upon and in conformity with written information furnished to the Company by such Investor expressly for use in connection with such Registration Statement and (ii) based on a failure of the Investor
to properly deliver or to cause to be delivered the prospectus made available by the Company, including a corrected prospectus, if such prospectus or corrected prospectus was timely made available by the Company pursuant to Section 3(d); and,
subject to Section 6(c), such Investor will reimburse any legal or other expenses reasonably incurred by an Indemnified Party in connection with investigating or defending any such Claim; provided, however, that the indemnity agreement
contained in this Section 6(b) and the agreement with respect to contribution contained in Section 7 shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of such Investor, which
consent shall not be unreasonably withheld or delayed; provided, further, however, that the Investor shall be liable under this Section 6(b) for only that amount of a Claim or Indemnified Damages as does not exceed the net
proceeds to such Investor as a result of the sale of Registrable Securities pursuant to such Registration Statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party
and shall survive the transfer of the Registrable Securities by the Investors pursuant to Section 9. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 6(b) with respect to any
preliminary prospectus shall not inure to the benefit of any Indemnified Party if the untrue statement or omission of material fact contained in the preliminary prospectus was corrected on a timely basis in the prospectus, as then amended or
supplemented. 
  
 (c) Promptly after receipt by
an Indemnified Person or Indemnified Party under this Section 6 of notice of the commencement of any action or proceeding (including any governmental action or proceeding) involving a Claim, such Indemnified Person or Indemnified Party shall, if a
Claim in respect thereof is to be made against any indemnifying party under this Section 6, deliver to the indemnifying party a written notice of the commencement thereof, and the indemnifying party shall have the right to participate in, and, to
the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually satisfactory to the indemnifying party and the Indemnified Person or the
Indemnified Party, as the case may be; provided, however, that an Indemnified Person or Indemnified Party shall have the right to retain its own counsel with the fees and expenses of not more than one counsel for such Indemnified
Person or Indemnified Party to be paid by the indemnifying party, if, in the reasonable opinion of the Indemnified Person or the Indemnified Party, as the case may be, the representation by such counsel of the Indemnified Person or Indemnified Party
and the indemnifying party would be inappropriate due to actual or potential differing interests between such Indemnified Person or Indemnified Party and any other party represented by such counsel in such proceeding. In the case of an Indemnified
Person, legal counsel referred to in the immediately preceding sentence shall be selected by the Investors holding at least a majority in interest of the Registrable Securities included in the Registration Statement to which the Claim relates. The
Indemnified Party or Indemnified Person shall cooperate fully with the indemnifying party in connection with any 

  

 12 








 
negotiation or defense of any such action or Claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available
to the Indemnified Party or Indemnified Person which relates to such action or Claim. The indemnifying party shall keep the Indemnified Party or Indemnified Person fully apprised at all times as to the status of the defense or any settlement
negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its prior written consent, provided, however, that the indemnifying party shall not
unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the prior written consent of the Indemnified Party or Indemnified Person, consent to entry of any judgment or enter into any settlement or other compromise
which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party or Indemnified Person of a release from all liability in respect to such Claim or litigation. Following indemnification as
provided for hereunder, the indemnifying party shall be subrogated to all rights of the Indemnified Party or Indemnified Person with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made.
The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action shall not relieve such indemnifying party of any liability to the Indemnified Person or Indemnified Party under this
Section 6, except to the extent that the indemnifying party is prejudiced in its ability to defend such action. 
  
 (d) The indemnification required by this Section 6 shall be made by periodic payments of the amount thereof during the course of the
investigation or defense, as and when bills are received or Indemnified Damages are incurred. 
  
 (e) The indemnity agreements contained herein shall be in addition to (i) any cause of action or similar right of the Indemnified Party or
Indemnified Person against the indemnifying party or others, and (ii) any liabilities the indemnifying party may be subject to pursuant to the law. 
  
 7. Contribution. 
  
 To the extent any indemnification by an indemnifying party is prohibited or limited by law, the indemnifying party agrees to make the
maximum contribution with respect to any amounts for which it would otherwise be liable under Section 6 to the fullest extent permitted by law; provided, however, that: (i) no Person involved in the sale of Registrable Securities which
Person is guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) in connection with such sale shall be entitled to contribution from any Person involved in such sale of Registrable Securities who was not guilty
of fraudulent misrepresentation; and (ii) contribution by any seller of Registrable Securities shall be limited in amount to the net amount of proceeds received by such seller from the sale of such Registrable Securities pursuant to such
Registration Statement. 
  
 8. Reports Under The 1934 Act.

  
 With a view to making available to the
Investors the benefits of Rule 144 promulgated under the 1933 Act or any other similar rule or regulation of the SEC that may at 

  

 13 








 
any time permit the Investors to sell securities of the Company to the public without registration (“Rule 144”), the Company agrees to:

  
 (a) make and keep public information
available, as those terms are understood and defined in Rule 144; 
  
 (b) file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the 1934 Act so long as the Company remains subject to such requirements and the filing of such
reports and other documents is required for the applicable provisions of Rule 144; and 
  
 (c) furnish to each Investor so long as such Investor owns Registrable Securities, promptly upon request, (i) a written statement by the
Company, if true, that it has complied with the reporting requirements of Rule 144, the 1933 Act and the 1934 Act, (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company,
and (iii) such other information as may be reasonably requested to permit the Investors to sell such securities pursuant to Rule 144 without registration. 
  
 9. Assignment of Registration Rights. 
  
 The rights under this Agreement shall be automatically assignable by the Investors to any transferee of all or any portion of such
Investor’s Registrable Securities if: (i) the Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; (ii) the
Company is, within a reasonable time after such transfer or assignment (but, in no event, greater than five Business Days following such transfer or assignment), furnished with written notice of (a) the name and address of such transferee or
assignee, and (b) the securities with respect to which such registration rights are being transferred or assigned; (iii) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee is
restricted under the 1933 Act and applicable state securities laws; (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this sentence the transferee or assignee agrees in writing with the Company to be
bound by all of the provisions contained herein; and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement. 
  
 10. Amendment of Registration Rights. 
  
 Provisions of this Agreement may be amended and the observance thereof may be waived (either generally or in
a particular instance and either retroactively or prospectively), only with the written consent of the Company and Investors who then hold at least a majority of the Registrable Securities. Any amendment or waiver effected in accordance with this
Section 10 shall be binding upon each Investor and the Company. No such amendment shall be effective to the extent that it applies to less than all of the holders of the Registrable Securities. No consideration shall be offered or paid to any Person
to amend or consent to a waiver or modification of any provision of any of this Agreement unless the same consideration also is offered to all of the parties to this Agreement. 
  

 14 








 11. Miscellaneous. 
  
 (a) A Person is deemed to be a holder of Registrable Securities whenever such Person owns or is deemed to
own of record such Registrable Securities. If the Company receives conflicting instructions, notices or elections from two or more Persons with respect to the same Registrable Securities, the Company shall act upon the basis of instructions, notice
or election received from the such record owner of such Registrable Securities. 
  
 (b) Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be in
writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by the
sending party); or (iii) one Business Day after deposit with a nationally recognized overnight delivery service, in each case properly addressed to the party to receive the same. The addresses and facsimile numbers for such communications shall be:

  
 If to the Company: 
  

			
	Internet Capital Group, Inc.
	690 Lee Road	  	 
	Suite 310	  	 
	Wayne, Pennsylvania 19087
	Telephone:	  	(610) 727-6900
	Facsimile:	  	(610) 727-6901
	Attention:	  	 General Counsel and
 Vice President, Treasury and
Tax

	
	with a copy to:
	
	Dechert LLP
	1717 Arch Street
	Philadelphia, Pennsylvania 19103
	Telephone:	  	(215) 994-4000
	Facsimile:	  	(215) 994-2222
	Attention:	  	 Henry N. Nassau, Esq.
 and Christopher G. Karras,
Esq.


  
 If to the Transfer
Agent: 
  

			
	Mellon Investor Services LLC
	PO Box 3315	  	 
	South Hackensack, New Jersey 07606
	Telephone:	  	(201) 329-8863
	Facsimile:	  	(201) 329-8967
	Attention:	  	Scott Bellinger

  

 15 








 If to a Buyer, to its address and facsimile number set forth on the Schedule of Buyers, with copies to
such Buyer’s representatives as set forth on the Schedule of Buyers, 
  

			
	with a copy (for informational purposes only) to:
	 
	Morgan, Lewis & Bockius LLP
	1701 Market Street
	Philadelphia, Pennsylvania 19103
	Telephone:	  	(215) 963-5000
	Facsimile:	  	(215) 963-5001
	Attention:	  	 Richard A. Silfen, Esq.
 and Robert G. Robison,
Esq.


  
 If to a Buyer, to its
address and facsimile number set forth on the Schedule of Buyers attached hereto, with copies to such Buyer’s representatives as set forth on the Schedule of Buyers, or to such other address and/or facsimile number and/or to the attention of
such other Person as the recipient party has specified by written notice given to each other party five (5) days prior to the effectiveness of such change. Written confirmation of receipt (A) given by the recipient of such notice, consent, waiver or
other communication, (B) mechanically or electronically generated by the sender’s facsimile machine containing the time, date, recipient facsimile number and an image of the first page of such transmission or (C) provided by a courier or
overnight courier service shall be rebuttable evidence of personal service, receipt by facsimile or receipt from a nationally recognized overnight delivery service in accordance with clause (i), (ii) or (iii) above, respectively. 
  
 (c) Failure of any party to exercise any right or remedy
under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof. 
  
 (d) All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the
internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions
other than the State of New York. Each party hereby irrevocably submits to the non-exclusive jurisdiction of the state and federal courts sitting The City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in
connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any
such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being
served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof.
Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability
shall not affect the validity or enforceability of the remainder of this Agreement 

  

 16 








 
in that jurisdiction or the validity or enforceability of any provision of this Agreement in any other jurisdiction. EACH PARTY HEREBY IRREVOCABLY WAIVES
ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY. 
  
 (e) This Agreement, the other Transaction Documents (as
defined in the Securities Purchase Agreement) and the instruments referenced herein and therein constitute the entire agreement among the parties hereto with respect to the subject matter hereof and thereof. There are no restrictions, promises,
warranties or undertakings, other than those set forth or referred to herein and therein. This Agreement, the other Transaction Documents and the instruments referenced herein and therein supersede all prior agreements and understandings among the
parties hereto with respect to the subject matter hereof and thereof. 
  
 (f) Subject to the requirements of Section 9, this Agreement shall inure to the benefit of and be binding upon the permitted successors and assigns of each of the parties hereto. 
  
 (g) The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof. 
  
 (h) This Agreement may be executed in identical counterparts, each of which shall be deemed an original but all of which shall constitute one and the same agreement. This Agreement, once executed by a party, may be
delivered to the other party hereto by facsimile transmission of a copy of this Agreement bearing the signature of the party so delivering this Agreement. 
  
 (i) Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver
all such other agreements, certificates, instruments and documents, as any other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated
hereby. 
  
 (j) All consents and other
determinations required to be made by the Investors pursuant to this Agreement shall be made, unless otherwise specified in this Agreement, by Investors holding at least a majority of the Registrable Securities, determined as if all of the Notes
held by Investors then outstanding have been converted into Registrable Securities without regard to any limitations on conversion of the Notes. 
  
 (k) The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent and no
rules of strict construction will be applied against any party. 
  
 (l) This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person.

  

 17 








 (m) This Agreement shall terminate in the event that the Securities Purchase Agreement
terminates in accordance with its terms prior to the Closing Date. 
  
 [Signature Pages Follow] 
  

 18 








 IN WITNESS WHEREOF, each Buyer and the Company has caused their respective signature page to this
Registration Rights Agreement to be duly executed as of the date first written above. 
  

			
	COMPANY:
	 
	 INTERNET CAPITAL GROUP, INC.

		
	By:	 	 
	 	 	

	 	 	 Name:
 Title:



  









 IN WITNESS WHEREOF, each Buyer and the Company has caused their respective signature page to this
Registration Rights Agreement to be duly executed as of the date first written above. 
  

			
	BUYER:
	 
	 BEAR STEARNS SECURITIES CORP.
 CUSTODIAN FOR JEFFREY THORP IRA
 ROLLOVER

		
	By:	 	 
	 	 	

	 	 	 Name: Jeffrey Thorp



  









 IN WITNESS WHEREOF, each Buyer and the Company has caused their respective signature page to this
Registration Rights Agreement to be duly executed as of the date first written above. 
  

			
	BUYER:
	 
	 COHANZICK ABSOLUTE RETURN
 MASTER FUND, LTD.

		
	By:	 	 
	 	 	

	 	 	 Name: David K. Sherman
 Title: Authorized Agent



  









 IN WITNESS WHEREOF, each Buyer and the Company has caused their respective signature page to this
Registration Rights Agreement to be duly executed as of the date first written above. 
  

			
	BUYER:
	 
	 COHANZICK CREDIT OPPORTUNITIES
 FUND, LTD.

		
	By:	 	 
	 	 	

	 	 	 Name: David K. Sherman
 Title: Authorized Agent



  









 IN WITNESS WHEREOF, each Buyer and the Company has caused their respective signature page to this
Registration Rights Agreement to be duly executed as of the date first written above. 
  

			
	BUYER:
	 
	 COHANZICK HIGH YIELD PARTNERS, L.P.

		
	By:	 	 
	 	 	

	 	 	 Name: David K. Sherman
 Title: Authorized Agent



  









 IN WITNESS WHEREOF, each Buyer and the Company has caused their respective signature page to this
Registration Rights Agreement to be duly executed as of the date first written above. 
  

			
	BUYER:
	 
	 GABRIEL CAPITAL, L.P.

		
	By:	 	 
	 	 	

	 	 	 Name: David K. Sherman
 Title: Authorized Agent



  









 IN WITNESS WHEREOF, each Buyer and the Company has caused their respective signature page to this
Registration Rights Agreement to be duly executed as of the date first written above. 
  

			
	BUYER:
	 
	 JMB CAPITAL PARTNERS, LP

		
	By:	 	 
	 	 	

	 	 	 Name:
 Title:



  









 IN WITNESS WHEREOF, each Buyer and the Company has caused their respective signature page to this
Registration Rights Agreement to be duly executed as of the date first written above. 
  

			
	BUYER:
	 
	 JMG CAPITAL PARTNERS, LP

		
	By:	 	 
	 	 	

	 	 	 Name:
 Title:



  









 IN WITNESS WHEREOF, each Buyer and the Company has caused their respective signature page to this
Registration Rights Agreement to be duly executed as of the date first written above. 
  

			
	BUYER:
	 
	 JMG TRITON OFFSHORE FUND, LTD

		
	By:	 	 
	 	 	

	 	 	 Name:
 Title:



  









 IN WITNESS WHEREOF, each Buyer and the Company has caused their respective signature page to this
Registration Rights Agreement to be duly executed as of the date first written above. 
  

			
	BUYER:
	 
	 LANGLEY PARTNERS, L.P.

	 
	 by: Langley Capital, LLC, its General Partner

		
	By:	 	 
	 	 	

	 	 	 Name: Jeffrey Thorp
 Title: Managing Member



  









 IN WITNESS WHEREOF, each Buyer and the Company has caused their respective signature page to this
Registration Rights Agreement to be duly executed as of the date first written above. 
  

			
	BUYER:
	 
	 MANCHESTER SECURITIES CORPORATION

		
	By:	 	 
	 	 	

	 	 	 Name:
 Title:



  









 IN WITNESS WHEREOF, each Buyer and the Company has caused their respective signature page to this
Registration Rights Agreement to be duly executed as of the date first written above. 
  

			
	BUYER:
	 
	 MASON CAPITAL, LP
 MASON CAPITAL, LTD
 GUGGENHEIM PORTFOLIO COMPANY X, LLC

	 
	 By:
	 	 Mason Capital Management LLC,
 Investment Manager

	 	 	 
		
	By:	 	 
	 	 	

	 	 	 Name: John C. Grizzetti
 Title: Chief Financial Officer



  

 30 








 IN WITNESS WHEREOF, each Buyer and the Company has caused their respective signature page to this
Registration Rights Agreement to be duly executed as of the date first written above. 
  

			
	BUYER:
	 
	 NORTHWOOD CAPITAL PARTNERS LP

	 
	 By: NwCapital Management LP, its General
 Partner

		
	By:	 	 
	 	 	

	 	 	 Name:
 Title:



  

 31 








 IN WITNESS WHEREOF, each Buyer and the Company has caused their respective signature page to this
Registration Rights Agreement to be duly executed as of the date first written above. 
  

			
	BUYER:
	 
	 PORTSIDE GROWTH AND OPPORTUNITY
 FUND

		
	By:	 	 
	 	 	

	 	 	 Name:
 Title:



  









 IN WITNESS WHEREOF, each Buyer and the Company has caused their respective signature page to this
Registration Rights Agreement to be duly executed as of the date first written above. 
  

			
	BUYER:
	 
	 SCOGGIN CAPITAL MANAGEMENT, LP II

	 
	 By: S&E Partners, LP, its general partner

	 
	 By: Scoggin, Inc., its general partner

		
	By:	 	 
	 	 	

	 	 	 Name: Craig Effron
 Title: President



  









 IN WITNESS WHEREOF, each Buyer and the Company has caused their respective signature page to this
Registration Rights Agreement to be duly executed as of the date first written above. 
  

			
	BUYER:
	 
	 SCOGGIN INTERNATIONAL FUND, LTD.

	 
	 By: Scoggin, LLC, its trading advisor

		
	By:	 	 
	 	 	

	 	 	 Name: Craig Effron
 Title: Managing Member



  









 IN WITNESS WHEREOF, each Buyer and the Company has caused their respective signature page to this
Registration Rights Agreement to be duly executed as of the date first written above. 
  

			
	BUYER:
	 
	 TOPAZ PARTNERS LP

		
	By:	 	 
	 	 	

	 	 	 Name:
 Title:



  









 Schedule I 
  

Schedule of Buyers 
  

					
	 Buyer

	  	 Address and
 Facsimile Number

	  	 Representative


			
	 Bear Stearns Securities Corp.
 Custodian for Jeffrey
Thorp
 IRA Rollover
	  	 535 Madison Avenue
 7th Floor
 New York, NY 10022
 Fax: 212-850-7589
 Attn: Jeffrey Thorp
	  	 Morgan, Lewis & Bockius LLP
 1701 Market
Street
 Philadelphia, PA 19103
 Fax: 215-963-5001
 Attn: Richard A. Silfen, Esq. and
 Robert G. Robison,
Esq.

			
	 Cohanzick Credit
 Opportunities Fund,
Ltd.
	  	 427 Bedford Road
 Suite 260
 Pleasantville, NY 10570
 Fax: 914-992-9817
 Attn: David K. Sherman
	  	 Nixon Peabody LLP
 100 Summer Street
 Boston, MA 02110
 Fax: 866-382-6139
 Attn: Richard Stein

			
	 Cohanzick High Yield
 Partners, L.P.
	  	 427 Bedford Road
 Suite 260
 Pleasantville, NY 10570
 Fax: 914-992-9817
 Attn: David K. Sherman
	  	 Nixon Peabody LLP
 100 Summer Street
 Boston, MA 02110
 Fax: 866-382-6139
 Attn: Richard Stein

			
	 Cohanzick Absolute Return
 Master Fund,
Ltd.
	  	 427 Bedford Road
 Suite 260
 Pleasantville, NY 10570
 Fax: 914-992-9817
 Attn: David K. Sherman
	  	 Nixon Peabody LLP
 100 Summer Street
 Boston, MA 02110
 Fax: 866-382-6139
 Attn: Richard Stein

			
	Gabriel Capital, L.P.	  	 450 Park Avenue
 32nd Floor
 New York, NY 10022
 Fax: 914-992-9817
 Attn: David K. Sherman
  
 with copy to:
 450 Park Avenue
 Suite 3201
 New
York, NY 10022
 Fax: 212-759-0368
 Attn: Mark
Weiner
	  	 Nixon Peabody LLP
 100 Summer Street
 Boston, MA 02110
 Fax: 866-382-6139
 Attn: Richard Stein

			
	 Guggenheim Portfolio
 Company X, LLC
	  	 110 East 59th
Street
 30th
Floor
 New York, NY 10022
 Fax: 212-644-4264
 Attn: John C. Grizzetti
	  	 Thelen Reid & Priest
 875 Third Avenue
 New York, NY 10022
 212-603-6783
 Fax: 212-603-2001
 Attn: Richard Swanson


  










					
			
	JMB Capital Partners, LP	  	 1999 Avenue of the Stars
 Suite 2040
 Los Angeles, CA 90067
 Fax: 310-286-6662
 Attn: Ron D. Silverton
	  	 Latham & Watkins LLP
 633 West Fifth
Street
 Suite 4000
 Los Angeles, CA 90071
 Fax: 213-891-8763
 Attn: Michael A. Treska

			
	JMG Capital Partners, LP	  	 1999 Avenue of the Stars
 Suite 2530
 Los Angeles, CA 90067
 Fax: 310-201-2759
 Attn: Noelle Newton
	  	None.
			
	JMG Triton Offshore Fund, Ltd	  	 1999 Avenue of the Stars
 Suite 2530
 Los Angeles, CA 90067
 Fax: 310-201-2759
 Attn: Noelle Newton
	  	None.
			
	Langley Partners, LP	  	 535 Madison Avenue
 7th Floor
 New York, NY 10022
 Fax: 212-850-7589
 Attn: Jeffrey Thorp
	  	 Morgan, Lewis & Bockius LLP
 1701 Market
Street
 Philadelphia, PA 19103
 Fax: 215-963-5001
 Attn: Richard A. Silfen, Esq. and
 Robert G. Robison,
Esq.

			
	 Manchester Securities
 Corporation
	  	 c/o Elliott Management Corporation
 712 5th
Ave
 35th floor
 New York, NY 10019
 Fax: 212-974-2092
 attn: Elliot Greenberg (back office), Brett Cohen and Nadav
Manham
	  	 Kleinberg, Kaplan, Wolff, & Cohen, P.C.
 551 Fifth
Avenue
 New York, NY 10176
 Fax: 212-986-8866
 Attn: Larry Hui

			
	Mason Capital, LP	  	 110 East 59th
Street
 30th
Floor
 New York, NY 10022
 Fax: 212-644-4264
 Attn: John C. Grizzetti
	  	 Thelen Reid & Priest
 875 Third Avenue
 New York, NY 10022
 212-603-6783
 Fax: 212-603-2001
 Attn: Richard Swanson

			
	Mason Capital, Ltd	  	 110 East 59th
Street
 30th
Floor
 New York, NY 10022
 Fax: 212-644-4264
 Attn: John C. Grizzetti
	  	 Thelen Reid & Priest
 875 Third Avenue
 New York, NY 10022
 212-603-6783
 Fax: 212-603-2001
 Attn: Richard Swanson

			
	 Northwood Capital Partners
 LP
	  	 1150 First Avenue
 Suite 600
 King of Prussia, PA 19406
 Fax: 610-783-4788
 Attn: Bob Berlacher
	  	None.

  










					
			
	 Portside Growth and
 Opportunity Fund
	  	 c/o Ramius Capital Group, LLC
 666 Third
Avenue,
 26th Floor
 New York, NY 10017
 Fax: 212-845-7999
 Attn: Jeff Smith and
 Roger Anscher
	  	None.
			
	 Scoggin Capital
 Management, LP II
	  	 660 Madison Avenue
 20th Floor
 NY, NY 10021
 Fax: 212-355-7480
 Attn: Craig Efron
	  	None.
			
	 Scoggin International Fund,
 Ltd.
	  	 660 Madison Avenue
 20th Floor
 NY, NY 10021
 Fax: 212-355-7480
 Attn: Craig Efron
	  	None.
			
	Topaz Partners LP	  	 c/o Jemmco Capital Corp
 900 Third Avenue
 11th Floor
 New York, N.Y. 10022
 Fax: 212-644-1175
 Attn: Kevin Schweitzer
	  	 Akin Gump
 900 Third Avenue
 11th Floor
 NY, NY 10022
 Fax: 212-872-1002
 Attn: Lorne Smith


  









 EXHIBIT A 
  

FORM OF NOTICE OF EFFECTIVENESS 
  
 OF REGISTRATION STATEMENT 
  
 [Transfer Agent] 
  
 Attn: 
  

	Re:	Internet Capital Group, Inc. 

  
 Ladies and Gentlemen: 
  
 Reference is made to that certain Securities Purchase Agreement, dated as of March 31, 2004 (the “Purchase Agreement”), entered into by
and among Internet Capital Group, Inc., a Delaware corporation (the “Company”) and the buyers named therein (collectively, the “Holders”) pursuant to which the Company issued to the Holders its convertible notes
(the “Notes”), convertible into shares of the Company’s Common Stock, par value $0.01 per share (the “Common Stock”). Pursuant to the Purchase Agreement, the Company also has entered into a Registration Rights
Agreement with the Holders (the “Registration Rights Agreement”) pursuant to which the Company agreed, among other things, to register the resale of the Registrable Securities (as defined in the Registration Rights Agreement),
including the Notes, the shares of Common Stock issuable upon conversion of the Notes and the shares of Common Stock issuable as interest on the Notes, under the Securities Act of 1933, as amended (the “1933 Act”). In connection
with the Company’s obligations under the Registration Rights Agreement, on                     , 200  , the
Company filed a Registration Statement on Form S-3 (File No. 333-                ) (the “Registration Statement”) with the Securities and
Exchange Commission (the “SEC”) relating to the Registrable Securities which names each of the Holders as a selling stockholder thereunder. 
  
 In connection with the foregoing, we advise you that a member of the SEC’s staff has advised us by telephone that the SEC has entered an order
declaring the Registration Statement effective under the 1933 Act at [ ENTER TIME OF EFFECTIVENESS ] on [ ENTER DATE OF EFFECTIVENESS ] and we have no knowledge, after telephonic inquiry of a member of the SEC’s
staff, that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the
Registration Statement. 
  
 You need not require further letters
from us to effect any future legend-free issuance or reissuance of shares of Common Stock to the Holders as contemplated by the Company’s Irrevocable Transfer Agent Instructions dated
[                    ], 2004. This letter shall serve as our standing instructions to you with regard to this matter. 
  

 A-1 









			
	 Very truly yours,

	
	 INTERNET CAPITAL GROUP, INC.

		
	By:	 	 
	 	 	

	 Name:
	 	 
	 Title:
	 	 


  
 CC: [LIST NAMES OF ALL
HOLDERS] 
  

 A-2 








 EXHIBIT B 
  

SELLING STOCKHOLDERS 
  
 The shares of common stock being offered by the selling stockholders are issuable upon conversion of the convertible note and as interest on the
convertible notes. For additional information regarding the convertible notes, see “Private Placement of Convertible Notes” above. We are registering the convertible notes and shares of common stock in order to permit the selling
stockholders to offer the convertible notes and/or the shares for resale from time to time. Except for the ownership of the convertible notes and the purchase of securities from the Company on
[                ], the selling stockholders have not had any material relationship with us within the past three years. 
  
 The table below lists the selling stockholders and other information
regarding the beneficial ownership of the convertible notes and the shares of common stock by each of the selling stockholders. The second column lists the aggregate principal amount of convertible notes held by each selling stockholder. The third
column lists the aggregate principal amount of convertible notes being offered by this prospectus by the selling stockholders. 
  
 The fourth column lists the number of shares of common stock beneficially owned by each selling stockholder, based on its ownership of the convertible
notes, as of                     , 200  , assuming conversion of all convertible notes held by the selling stockholders on
that date, without regard to any limitations on conversions or exercise. The fifth column lists the shares of common stock being offered by this prospectus by the selling stockholders. 
  
 In accordance with the terms of registration rights agreements with the holders of the convertible notes, this prospectus
generally covers the resale of all of the convertible notes and shares of common stock issuable upon conversion of the convertible notes (assuming that the convertible notes are convertible at the Conversion Price and without taking into account any
limitations on the conversion of the convertible notes set forth in the convertible notes) and as interest on the convertible notes and the maximum number of interest shares were issued assuming no conversions or redemptions prior to the maturity
date of the convertible notes, in each case as of the trading day immediately preceding the date this registration statement was initially filed with the SEC. Because the conversion price of the convertible notes and the interest payable on the
convertible notes may be adjusted, the number of shares that will actually be issued may be more or less than the number of shares being offered by this prospectus. The fourth column assumes the sale of all of the shares offered by the selling
stockholders pursuant to this prospectus. 
  
 The selling
stockholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” 
  

 B-1 









											
	 Name of Selling Stockholder

	  	Aggregate Principal
Amount of Convertible
Notes Owned Prior to
Offering

	  	Maximum Principal
Amount of Convertible
Notes to be Sold
pursuant to this
Prospectus

	  	 Number of Shares
Owned
 Prior to Offering

	  	 Maximum Number of
Shares
 to be Sold Pursuant
to this Prospectus

	  	 Number of Shares
Owned
 After Offering


	Bear Stearns Securities Corp. Custodian for Jeffrey Thorp IRA Rollover (1)	  	 	  	 	  	 	  	 	  	 
	Cohanzick Absolute Return Master Fund, Ltd. (2)	  	 	  	 	  	 	  	 	  	 
	Cohanzick Credit Opportunities Fund, Ltd. (3)	  	 	  	 	  	 	  	 	  	 
	Cohanzick High Yield Partners, L.P. (4)	  	 	  	 	  	 	  	 	  	 
	Gabriel Capital, L.P. (5)	  	 	  	 	  	 	  	 	  	 
	Guggenheim Portfolio Company X, LLC (6)	  	 	  	 	  	 	  	 	  	 
	JMB Capital Partners, LP (7)	  	 	  	 	  	 	  	 	  	 
	JMG Capital Partners, LP (8)	  	 	  	 	  	 	  	 	  	 
	JMG Triton Offshore Fund, Ltd (9)	  	 	  	 	  	 	  	 	  	 
	Langley Partner, LP (10)	  	 	  	 	  	 	  	 	  	 
	Manchester Securities Corporation (11)	  	 	  	 	  	 	  	 	  	 
	Mason Capital, LP (12)	  	 	  	 	  	 	  	 	  	 
	Mason Capital, Ltd (13)	  	 	  	 	  	 	  	 	  	 
	Northwood Capital Partners LP (14)	  	 	  	 	  	 	  	 	  	 
	Portside Growth and Opportunity Fund (15)	  	 	  	 	  	 	  	 	  	 
	Scoggin Capital Management, LP II (16)	  	 	  	 	  	 	  	 	  	 
	Scoggin International Fund, Ltd. (17)	  	 	  	 	  	 	  	 	  	 
	Topaz Partners LP (18)	  	 	  	 	  	 	  	 	  	 

  

	(1)	

  

	(2)	

  

	(3)	

  

	(4)	

  

	(5)	

  

	(6)	

  

	(7)	

  

	(8)	

  

	(9)	

  

	(10)	

  

	(11)	

  

	(12)	

  

	(13)	

  

	(14)	


	(15)	

  

	(16)	


	(17)	

  

	(18)	

  

 B-2 








 PLAN OF DISTRIBUTION 
  
 We are registering the convertible notes and the shares of common stock issuable upon conversion of the convertible notes
and an interest on the convertible notes to permit the resale of these convertible notes and these shares of common stock by the holders of the convertible notes from time to time after the date of this prospectus. We will not receive any of the
proceeds from the sale by the selling stockholders of the convertible notes or the shares of common stock. We will bear all fees and expenses incident to our obligation to register the shares of the convertible notes and the common stock.

  
 The selling stockholders may sell all or a portion of the
convertible notes and shares of common stock beneficially owned by them and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents. If the convertible notes or the shares of common stock are sold
through underwriters or broker-dealers, the selling stockholders will be responsible for underwriting discounts or commissions or agent’s commissions. The convertible notes and the shares of common stock may be sold in one or more transactions
at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions, on any
national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale; in the over-the-counter market; in transactions otherwise than on these exchanges or systems or in the over-the-counter market;
through the writing of options, whether such options are listed on an options exchange or otherwise; ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; block trades in which the broker-dealer will
attempt to sell the convertible notes and the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
an exchange distribution in accordance with the rules of the applicable exchange; privately negotiated transactions; short sales; pursuant to Rule 144 under the Securities Act; broker-dealers may agree with the selling securityholders to sell a
specified amount of convertible notes or a specified number of such shares at a stipulated price per share; a combination of any such methods of sale; and any other method permitted pursuant to applicable law. 
  
 If the selling stockholders effect such transactions by selling convertible
notes or shares of common stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the selling stockholders or
commissions from purchasers of the convertible notes or shares of common stock for whom they may act as agent or to whom they may sell as principal (which discounts, concessions or commissions as to particular underwriters, broker-dealers or agents
may be in excess of those customary in the types of transactions involved). In connection with sales of the convertible notes or the shares of common stock or otherwise, the selling stockholders may enter into hedging transactions with
broker-dealers, which may in turn engage in short sales of the convertible notes and the shares of common stock in the course of hedging in positions they assume. The selling stockholders may also sell convertible notes or shares of common stock
short and deliver convertible notes or shares of common stock covered by this prospectus to close out short positions. The selling stockholders may also loan or pledge 

  

 B-3 








 
the convertible notes or shares of common stock to broker-dealers that in turn may sell such convertible notes or shares. 
  
 The selling stockholders may pledge or grant a security interest in some or
all of the convertible notes or shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the convertible notes or the shares of common stock from
time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933, as amended, amending, if necessary, the list of selling stockholders to include the
pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholders also may transfer and donate the convertible notes or the shares of common stock in other circumstances in which case the
transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus. 
  
 The selling stockholders and any broker-dealer participating in the distribution of the convertible notes or the shares of common stock may be deemed to
be “underwriters” within the meaning of the Securities Act, and any commission paid, or any discounts or concessions allowed to, any such broker-dealer may be deemed to be underwriting commissions or discounts under the Securities Act. At
the time a particular offering of the convertible notes or the shares of common stock is made, a prospectus supplement, if required, will be distributed which will set forth the aggregate amount of convertible notes or shares of common stock being
offered and the terms of the offering, including the name or names of any broker-dealers or agents, any discounts, commissions and other terms constituting compensation from the selling stockholders and any discounts, commissions or concessions
allowed or reallowed or paid to broker-dealers. 
  
 Under the
securities laws of some states, the convertible notes or the shares of common stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the convertible notes or the shares of common stock
may not be sold unless such convertible notes or shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with. 
  
 There can be no assurance that any selling stockholder will sell any or all
of the convertible notes or shares of common stock registered pursuant to the shelf registration statement, of which this prospectus forms a part. 
  
 The selling stockholders and any other person participating in such distribution will be subject to applicable provisions of the Securities Exchange Act
of 1934, as amended, and the rules and regulations thereunder, including, without limitation, Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any convertible notes or any of the shares of common stock by the
selling stockholders and any other participating person. Regulation M may also restrict the ability of any person engaged in the distribution of the convertible notes or the shares of common stock to engage in market-making activities with respect
to the convertible notes or shares of common stock. All of the foregoing may affect the marketability of the convertible notes or shares of common stock and the ability of any person or entity to engage in market-making activities with respect to
the convertible notes or shares of common stock. 
  

 B-4 








 We will pay all expenses of the registration of the convertible notes and the shares of common stock
pursuant to the registration rights agreement, estimated to be $         in total, including, without limitation, Securities and Exchange Commission filing fees and expenses of compliance with state
securities or “blue sky” laws; provided, however, that a selling stockholder will pay all underwriting discounts and selling commissions, if any. We will indemnify the selling stockholders against liabilities, including some
liabilities under the Securities Act, in accordance with the registration rights agreements, or the selling stockholders will be entitled to contribution. We may be indemnified by the selling stockholders against civil liabilities, including
liabilities under the Securities Act, that may arise from any written information furnished to us by the selling stockholder specifically for use in this prospectus, in accordance with the related registration rights agreements, or we may be
entitled to contribution. 
  
 Once sold under the shelf
registration statement, of which this prospectus forms a part, the convertible notes or the shares of common stock will be freely tradable in the hands of persons other than our affiliates 
  

 B-5