Exhibit 10.2
FORM OF SENIOR CONVERTIBLE NOTE
NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE
NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE
SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED
OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR
THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE
STATE SECURITIES LAWS, OR (B) AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE
COMPANY, IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS
NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE
144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE
PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING
ARRANGEMENT SECURED BY THE SECURITIES. ANY TRANSFEREE OF THIS NOTE SHOULD
CAREFULLY REVIEW THE TERMS OF THIS NOTE, INCLUDING SECTIONS 3(c)(iii) AND 17(a)
HEREOF. THE PRINCIPAL AMOUNT REPRESENTED BY THIS NOTE AND, ACCORDINGLY, THE
SECURITIES ISSUABLE UPON CONVERSION HEREOF MAY BE LESS THAN THE AMOUNTS SET
FORTH ON THE FACE HEREOF PURSUANT TO SECTION 3(c)(iii) OF THIS NOTE.
SENIOR CONVERTIBLE NOTE
Issuance Date1:
, 2004
Principal: U.S. $
FOR VALUE RECEIVED, INTERNET CAPITAL GROUP, INC., a Delaware corporation (the
"Company"), hereby promises to pay to the order of
or its
registered assigns (the "Holder") the amount set out above as the Principal (as
reduced pursuant to the terms hereof pursuant to redemption, conversion or
otherwise, the "Principal") when due, whether upon the Maturity Date (as defined
herein), acceleration, redemption or otherwise (in each case, in accordance with
the terms hereof) and to pay interest ("Interest") on any outstanding Principal
at the rate of 5.00% per annum (the "Interest Rate"), from the date set out
above as the Issuance Date (the "Issuance Date") until the same becomes due and
payable, whether upon an Interest Date (as defined herein) or the Maturity Date,
acceleration, conversion, redemption or otherwise (in each case in accordance
with the terms hereof). For avoidance of doubt, any Principal that comprises a
portion of the Conversion Amount (as defined herein) pursuant to Section 3(b) in
connection with any conversion of this Note pursuant to Section 3(a) shall
reduce the outstanding Principal of this Note. This Senior Convertible Note
(including all
1 Insert Subscription Date.
Senior Convertible Notes issued in exchange, transfer or replacement hereof,
this "Note") is one of an issue of Senior Convertible Notes issued pursuant to
the Securities Purchase Agreement (as defined herein) on the Subscription Date
(collectively, the "Notes" and such other Notes, the "Other Notes"). Certain
capitalized terms used herein are defined in Section 27.
1. Payments of Principal. On the Maturity Date, the Company shall pay to the
Holder by wire transfer of immediately available funds (provided that the Holder
has provided the Company with written wire transfer instructions not later than
the second Business Day immediately