Verticalnet Inc Sample Contracts

Verticalnet Inc – PRESS RELEASE (January 16th, 2008)

MALVERN PA, January 15, 2008 – Verticalnet, Inc. (Nasdaq: VERT), a leading US provider of on-demand supply management solutions for Global 2000 enterprises and mid-market companies (“Verticalnet”), announced that its shareholders adopted the merger agreement with BravoSolution S.p.A., and approved the merger of a wholly-owned subsidiary of BravoSolution S.p.A. into Verticalnet, at a special meeting of shareholders held today. The transaction, which is subject to customary closing conditions, is expected to close on January 25, 2008.

Verticalnet Inc – ARTICLES OF AMENDMENT-DOMESTIC CORPORATION OF VERTICALNET, INC. (December 12th, 2007)

SEVENTEENTH: Uncertificated Shares. Shares of the Corporation may be certificated or uncertificated, as provided under Pennsylvania BCL, and this Article SEVENTEENTH shall not be interpreted to limit the authority of the Board of Directors to issue some or all of any of the classes or series of shares of the Corporation without certificates. To the extent certificates for shares are issued, such certificates shall be in the form as set forth in the Corporation’s Bylaws. In the case of shares issued without certificates, the Corporation will, or cause its transfer agent to, within a reasonable time after such issuance, send the holders of such shares a written statement containing the information required to be set forth on certificates by the Corporation’s Bylaws, by these Amended and Restated Articles of Incorporation, or otherwise by applicable law or regulation. At least annually thereafter, the Corporation shall, or cause its transfer agent to, provide to its shareholders of record

Verticalnet Inc – Amendment No. 1-2007 to Amended and Restated Bylaws of Verticalnet, Inc. (December 12th, 2007)

WHEREAS, Section 11.01(ii) of Amended and Restated Bylaws (the “Bylaws”) of Verticalnet, Inc. (the “Company”) provides that the Bylaws may be amended by a vote of a majority of the Board of Directors of the Company (the “Board”);

Verticalnet Inc – PRESS RELEASE (December 4th, 2007)

MALVERN, PA –December 4, 2007 — Verticalnet, Inc. (Nasdaq: VERT), today announced that on November 28, 2007 it received a staff determination letter from The Nasdaq Stock Market Inc. (“Nasdaq”) stating that the Company’s common stock is subject to delisting from The Nasdaq Capital Market for failure to comply with Marketplace Rule 4310(c)(3) (the “Rule”), which requires the Company to maintain minimum stockholders’ equity of $2.5 million, or $35.0 million market value of listed securities, or $500,000 of net income from continuing operations for the most recently completed fiscal year or two of the three most recently completed fiscal years.

Verticalnet Inc – Contract (November 21st, 2007)

AMENDED AND RESTATED VOTING AGREEMENT, dated as of November 20, 2007 (the “Agreement”), by and among BRAVOSOLUTION S.P.A., a corporation organized under the laws of Italy (“Parent”), VERTICALNET, INC., a Pennsylvania corporation (the “Company”), and each of the shareholders of the Company listed on Schedule I to this Agreement (each, a “Shareholder” and, collectively, the “Shareholders”).

Verticalnet Inc – PRESS RELEASE (November 20th, 2007)

MALVERN, PA – November 19, 2007 — (BUSINESS WIRE) -Verticalnet, Inc. (Nasdaq:VERT), a leading provider of on-demand supply management solutions, today announced results for its third quarter ended September 30, 2007.

Verticalnet Inc – WAIVER TO SENIOR SUBORDINATED DISCOUNT NOTE (October 31st, 2007)

This Waiver to Senior Subordinated Discount Note (the “Waiver”), dated as of October 25, 2007, is made and entered into by and between Verticalnet, Inc., a Pennsylvania corporation (the “Company”), and Radcliffe SPC, Ltd., for and on behalf of the Class A Convertible Crossover Segregated Portfolio (including its registered assigns, the “Holder”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Senior Subordinated Discount Note dated May 16, 2006 issued by the Company in favor of the Holder (the “Original Note”).

Verticalnet Inc – STATEMENT WITH RESPECT TO SHARES OF SERIES C PREFERRED STOCK OF VERTICALNET, INC. (October 31st, 2007)

VERTICALNET, INC., a Pennsylvania corporation (the “Corporation”), certifies that pursuant to the authority contained in ARTICLE EIGHTH of its Amended and Restated Articles of Incorporation, as amended (the “Articles of Incorporation”), and in accordance with the provisions of Section 1522 of the Business Corporation Law of the Commonwealth of Pennsylvania, the Board of Directors of the Corporation at a meeting duly called and held on October 25, 2007, duly approved and adopted the following resolution, which resolution remains in full force and effect as of the date hereof:

Verticalnet Inc – REGISTRATION RIGHTS AGREEMENT (October 31st, 2007)

This Registration Rights Agreement (this “Agreement”) is made and entered into as of May __, 2007 by and among Verticalnet, Inc., a Pennsylvania corporation (the “Company”), and the purchasers listed on Schedule I hereto (the “Purchasers”).

Verticalnet Inc – STOCK PURCHASE AGREEMENT (October 31st, 2007)

STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of October 25, 2007, by and between Verticalnet, Inc., a Pennsylvania corporation, with headquarters located at 400 Chester Field Parkway, Malvern, Pennsylvania 19355 (the “Company”), and BravoSolution U.S.A., Inc., a Pennsylvania corporation (“Buyer”).

Verticalnet Inc – EMPLOYMENT AGREEMENT Nathanael Lentz (October 31st, 2007)

This Employment Agreement, dated October 25, 2007 (this “Agreement”), among Nathanael Lentz (the “Employee”), Verticalnet, Inc., a Pennsylvania corporation (the “Company”) and, solely for purposes of the guarantee described herein, and other purposes specifically noted herein, BravoSolution S.p.A., a corporation organized under the laws of Italy (the “Parent”):

Verticalnet Inc – RELEASE OF CLAIMS BETWEEN NATHANAEL LENTZ AND VERTICALNET, INC. (October 31st, 2007)

Pursuant to an Agreement and Plan of Merger (the “Merger Agreement”) dated October 25, 2007, BravoSolution U.S.A., Inc. (the “Merger Sub”), a wholly-owned subsidiary of BravoSolution S.p.A., a corporation organized under the laws of Italy (the “Parent”), shall merge with and into Verticalnet, Inc., a Pennsylvania corporation (the “Company”) (the “Merger”). Pursuant to the terms of the Merger, the Company (i) shall be the surviving corporation, (ii) shall become a wholly owned subsidiary of Parent, and (iii) shall be renamed BravoSolution U.S.A, Inc.

Verticalnet Inc – [FORM OF WARRANT] (October 31st, 2007)

THIS COMMON STOCK PURCHASE WARRANT (this “Warrant”) CERTIFIES that, for value received, _____________ (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time or from time to time on or after the 185th day following the date of issuance of this Warrant (such date, the “Initial Exercise Date”) and on or prior to 5:00 p.m., New York time on the fifth anniversary of the date of this Warrant (the “Termination Date”) but not thereafter, to subscribe for and purchase from Verticalnet, Inc., a corporation incorporated in the Commonwealth of Pennsylvania (the “Company”), up to ____________ shares (the “Warrant Shares”) of Common Stock, par value $0.01 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock (the “Exercise Price”) under this Warrant shall be $[        ], subject to adjustment hereunder. The Exercise Price and the number of Warrant Shares for which the Warra

Verticalnet Inc – STOCK AND WARRANT PURCHASE AGREEMENT Dated as of June 1, 2007 by and among VERTICALNET, INC. and THE PURCHASERS LISTED ON EXHIBIT A (October 31st, 2007)

This STOCK AND WARRANT PURCHASE AGREEMENT dated as of May 31, 2007 (this “Agreement”) is made and entered into by and among Verticalnet, Inc., a Pennsylvania corporation (the “Company”), and each of the purchasers set forth on Exhibit A attached hereto (each a “Purchaser” and collectively, the “Purchasers”).

Verticalnet Inc – REGISTRATION RIGHTS AGREEMENT (October 31st, 2007)

This Agreement is being entered into pursuant to the Stock Purchase Agreement dated as of the date hereof among the Company and the Purchaser (the “Purchase Agreement”).

Verticalnet Inc – AGREEMENT AND PLAN OF MERGER by and among BRAVOSOLUTION S.P.A., BRAVOSOLUTION U.S.A., INC., and VERTICALNET, INC. Dated as of October 25, 2007 (October 31st, 2007)

AGREEMENT AND PLAN OF MERGER, dated as of October 25, 2007 (this “Agreement”), by and among BravoSolution S.p.A., a corporation organized under the laws of Italy (“Parent”), BravoSolution U.S.A., Inc., a Pennsylvania corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and Verticalnet, Inc., a Pennsylvania corporation (the “Company”).

Verticalnet Inc – Contract (October 31st, 2007)

VOTING AGREEMENT, dated as of October 25, 2007 (the “Agreement”), among BRAVOSOLUTION S.P.A., a corporation organized under the laws of Italy (“Parent”), VERTICALNET, INC., a Pennsylvania corporation (the “Company”), and each of the shareholders of the Company listed on Schedule I to this Agreement (each, a “Shareholder” and, collectively, the “Shareholders”).

Verticalnet Inc – PRESS RELEASE (August 16th, 2007)

MALVERN, PA – August 14, 2007 — (BUSINESS WIRE) -Verticalnet, Inc. (Nasdaq:VERT), a leading provider of on-demand supply management solutions, today announced results for its second quarter ended June 30, 2007.

Verticalnet Inc – VERTICALNET, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands) December 31, June 30, 2007 Pro forma Pro forma June 30, 2006 adjustments 2007 (Unaudited) (Unaudited) Assets Current assets: Cash and cash equivalents $ 2,809 $ 1,238 $ — $ 1,238 Accounts receivable, net 3,877 4,386 — 4,386 Prepaid expenses and other current assets 778 1,291 — 1,291 Total current assets 7,464 6,915 — 6,915 Property and equipment, net 920 738 — 738 Goodwill 9,709 9,743 — 9,743 Other intangible assets, net 2,184 1,495 — 1,495 Other assets 416 242 — 242 Total assets $ 20,693 $ 19,133 $ — $ 19,133 Liabilities a (August 16th, 2007)
Verticalnet Inc – ARTICLES OF AMENDMENT-DOMESTIC CORPORATION (August 16th, 2007)

SEVENTH: Capital Stock. The aggregate number of shares which the corporation shall have authority to issue is 155,000,000 shares, par value one cent ($0.01) per share, consisting of:

Verticalnet Inc – CANCELLATION AGREEMENT (August 13th, 2007)

WHEREAS, Landlord’s successor in interest and Tenant’s predecessor in interest heretofore entered into a certain Lease dated August 31, 2000, as amended by First Amendment of Lease dated as of February 16,2001 and Second Amendment of Lease dated as of December 29, 2003 which Lease was assigned to Tenant as of January 30, 2004 (hereinafter referred to as the “Lease”) for Suite 2303 (hereinafter referred to as the “Demised Premises”) in the building known as 261 Fifth Avenue, New York, New York 10016 (hereinafter referred to as the “Building”);

Verticalnet Inc – SECOND AMENDMENT (July 27th, 2007)

SECOND AMENDMENT, dated July 24, 2007, between Verticalnet, Inc., a Pennsylvania corporation (the “Company”) and Nathanael Lentz (the “Employee”).

Verticalnet Inc – STATEMENT WITH RESPECT TO SHARES OF SERIES B PREFERRED STOCK OF VERTICALNET, INC. (June 6th, 2007)

VERTICALNET, INC., a Pennsylvania corporation (the “Corporation”), certifies that pursuant to the authority contained in ARTICLE EIGHTH of its Amended and Restated Articles of Incorporation, as amended (the “Articles of Incorporation”), and in accordance with the provisions of Section 1522 of the Business Corporation Law of the Commonwealth of Pennsylvania, the Board of Directors of the Corporation at a meeting duly called and held on May 29, 2007, duly approved and adopted the following resolution, which resolution remains in full force and effect as of the date hereof:

Verticalnet Inc – VERTICALNET, INC. Junior Unsecured Subordinated Note (May 29th, 2007)

FOR VALUE RECEIVED, Verticalnet, Inc., a Pennsylvania corporation (the “Company”), hereby promises to pay to      (“Holder”) the amount set out above as the Principal (the “Principal”) when due, whether upon the Maturity Date (as defined below), 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 12.00% per annum (the “Interest Rate”), from the date set out above as the Issuance Date (the “Issuance Date”) in accordance with the terms of the Note, until the same becomes due and payable, whether upon the Maturity Date or upon acceleration, redemption or otherwise (in each case, in accordance with the terms hereof). Certain capitalized terms used herein are defined in Section 28. Capitalized terms not otherwise defined herein have the meanings set forth in the Note Purchase Agreement.

Verticalnet Inc – PRESS RELEASE (May 29th, 2007)

MALVERN, PA – May 29, 2007 — Verticalnet, Inc. (Nasdaq: VERT), today announced that it received a staff determination letter from The Nasdaq Stock Market Inc. (Nasdaq) on May 23, 2007 stating that the Company’s common stock is subject to delisting from The Nasdaq Capital Market for failure to comply with Marketplace Rule 4310(c)(3), which requires the Company to maintain minimum stockholders’ equity of $2.5 million, or $35.0 million market value of listed securities, or $500,000 of net income from continuing operations for the most recently completed fiscal year or two of the three most recently completed fiscal years. This matter serves as an additional basis for delisting the Company’s securities from The Nasdaq Capital Market. As previously reported, on March 30, 2007, the Company received a staff determination letter from Nasdaq stating that its common stock is subject to delisting from The Nasdaq Capital Market for failure to comply with Marketplace Rule 4310(c)(4) which requires

Verticalnet Inc – NOTE PURCHASE AGREEMENT (May 29th, 2007)

NOTE PURCHASE AGREEMENT (the “Agreement”), dated as of May 15, 2007, by and among Verticalnet, Inc., a Pennsylvania corporation, with headquarters located at 400 Chester Field Parkway, Malvern, Pennsylvania 19355 (the "Company”), and the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”). All capitalized terms used herein and not defined herein have the respective meanings provided therefor in the Notes (as defined below).

Verticalnet Inc – PRESS RELEASE (May 21st, 2007)

MALVERN, PA - May 15, 2007 — (BUSINESS WIRE) -Verticalnet, Inc. (Nasdaq:VERT), a leading provider of on-demand supply management solutions, today announced results for its first quarter ended March 31, 2007.

Verticalnet Inc – FIRST AMENDMENT TO OFFICE LEASE (April 2nd, 2007)

THIS FIRST AMENDMENT TO OFFICE LEASE (this “Amendment”) is made as of the 28th day of December 2006 (“Effective Date”), by and between 33 NORTH LASALLE PARTNERS L.P., an Illinois limited partnership (“Landlord”), and VERTICALNET, INC., a Pennsylvania corporation (“Tenant”).

Verticalnet Inc – GUARANTY AND SURETYSHIP AGREEMENT (April 2nd, 2007)

THIS GUARANTY AND SURETYSHIP AGREEMENT (this “Agreement”) made as of the 19th day of December, 2006, by and among the domestic subsidiaries of VERTICALNET, INC., each designated as “Guarantors” on the signature lines hereto (together with their successors and permitted assigns and any other person or entity that becomes a Guarantor hereunder pursuant to Section 5 hereof, jointly and severally, the “Guarantors” or, individually, a “Guarantor”), in favor of RADCLIFFE SPC, LTD. FOR AND ON BEHALF OF THE CLASS A CONVERTIBLE CROSSOVER SEGREGATED PORTFOLIO (together with its successors and assigns, the “Noteholder”). Capitalized terms used herein but not otherwise defined shall have the same meaning ascribed to them in the Purchase Agreement (as defined below).

Verticalnet Inc – PRESS RELEASE (April 2nd, 2007)

MALVERN, PA - April 2, 2007 – Verticalnet, Inc. (NASDAQ: VERT) announced today that on March 27, 2007, it received a Nasdaq Staff determination letter stating that the Company failed to comply with Nasdaq’s minimum bid price requirement of $1.00 per share for continued listing of the Company’s common stock on The Nasdaq Capital Market as set forth in Marketplace Rule 4310(c)(4). In addition, the determination letter states that the Company was not eligible for an additional 180 day compliance period because it did not meet the $5 million minimum stockholders’ equity and the $5 million minimum market value of listed shares initial inclusion criteria set forth in Marketplace Rule 4310(c). As a result, the Company’s common stock is subject to delisting from The Nasdaq Capital Market on April 5, 2007. Following procedures set forth in the Nasdaq Marketplace Rule 4800 Series, the Company requested a hearing before a Nasdaq Listing Qualifications Panel to appeal the Staff determination. The

Verticalnet Inc – EMPLOYMENT AGREEMENT (Jonathan T. Cohen) (April 2nd, 2007)

This EMPLOYMENT AGREEMENT (this “Agreement”), dated as of December 1, 2006, is between Verticalnet, Inc., a Pennsylvania corporation (the “Company”), and Jonathan T. Cohen (the “Employee”).

Verticalnet Inc – Contract (April 2nd, 2007)

THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN SUBORDINATION AND INTERCREDITOR AGREEMENT (THE “SUBORDINATION AGREEMENT”) DATED AS OF DECEMBER 19, 2006 AMONG VERTICALNET, INC., THE SENIOR NOTEHOLDERS PARTY THERETO (THE “SENIOR CREDITORS”) AND RADCLIFFE SPC, LTD. FOR AND ON BEHALF OF THE CLASS A CONVERTIBLE CROSSOVER SEGREGATED PORTFOLIO; AND RADCLIFFE SPC, LTD. FOR AND ON BEHALF OF THE CLASS A CONVERTIBLE CROSSOVER SEGREGATED PORTFOLIO, BY ITS ACCEPTANCE HEREOF, IRREVOCABLY AGREES TO BE BOUND BY THE PROVISIONS OF THE SUBORDINATION AGREEMENT.

Verticalnet Inc – CONSENT, WAIVER AND AMENDMENT NO. 1 TO WARRANT (April 2nd, 2007)

This CONSENT, WAIVER AND AMENDMENT NO. 1 TO WARRANT dated as of December 19, 2006 (this “Agreement”) is made and entered into by and between Verticalnet, Inc., a Pennsylvania corporation (the “Company”), and                      (the “Noteholder”).

Verticalnet Inc – SUBORDINATION AND INTERCREDITOR AGREEMENT (April 2nd, 2007)

THIS SUBORDINATION AND INTERCREDITOR AGREEMENT (this “Agreement”) is made as of the 19th day of December, 2006, by and among RADCLIFFE SPC, LTD. FOR AND ON BEHALF OF THE CLASS A CONVERTIBLE CROSSOVER SEGREGATED PORTFOLIO (“Junior Creditor”), VERTICALNET, INC., a Pennsylvania corporation (“Borrower”), and the noteholders signatory hereto (“Senior Creditors”).

Verticalnet Inc – AMENDMENT NUMBER 2 TO SENIOR SUBORDINATED DISCOUNT NOTE (April 2nd, 2007)

This Amendment Number 2 to Senior Subordinated Discount Note (this “Amendment Number 2”) dated as of March 28, 2007, is made and entered into by and between Verticalnet, Inc., a Pennsylvania corporation (the “Company”), and Radcliffe SPC, Ltd. for and on behalf of the Class A Convertible Crossover Segregated Portfolio (the “Holder”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Senior Subordinated Discount Note dated May 16, 2006 issued by the Company in favor of the Holder (the “Original Note”).