This Award shall be subject to the terms, conditions and limitations of the Plan, which are incorporated herein by reference. In the event of any contradiction, distinction or difference between this Restricted Share Agreement and the terms of the Plan, the terms of the Plan shall control. Except as otherwise defined in this Restricted Share Agreement, the terms used in this Restricted Share Agreement shall have the meanings set forth in the Plan. The Award is subject to the interpretations, regulations and determinations concerning the Plan established from time to time by the Committee in accordance with the provisions of the Plan, including, but not limited to, provisions pertaining to (a) rights and obligations with respect to the withholding of taxes, (b) the registration, qualification or listing of the Shares, (c) changes in capitalization of Actua, and (d) other requirements of applicable law. The Committee shall have the authority to interpret and construe the Award pursuant to the terms of the Performance Plan and the Plan, its decisions shall be conclusive as to any questions arising hereunder, and Grantee’s acceptance of this Award is Grantee’s agreement to be bound by the interpretations and decisions of the Committee with respect to this Award, the Performance Plan and the Plan.