AGREEMENT OF MERGER by and among VERTICALNET, INC., RIVER ACQUISITION CO., INC. TIGRIS CORP., and BRENT HABIG January 30, 2004Agreement of Merger • February 17th, 2004 • Verticalnet Inc • Services-advertising • Delaware
THIS AGREEMENT OF MERGER (this “Agreement”) is made and entered into as of the 30th day of January, 2004, by and among Verticalnet, Inc., a Pennsylvania corporation (“Verticalnet”), River Acquisition Co., Inc., a Delaware corporation and wholly-owned direct subsidiary of Verticalnet (“River,” and together with Verticalnet, the “Acquiring Parties”), Tigris Corp., a New York subchapter S corporation (“Tigris”), and Brent Habig, the sole shareholder of Tigris (the “Shareholder,” and together with Tigris, the “Selling Parties;” the Selling Parties and the Acquiring Parties are collectively the “Parties”).
REGISTRATION AND LOCK-UP AGREEMENTRegistration and Lock-Up Agreement • February 17th, 2004 • Verticalnet Inc • Services-advertising • New York
This REGISTRATION AND LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of January 30, 2004, by and among Verticalnet, Inc., a corporation organized under the laws of the Commonwealth of Pennsylvania (“Verticalnet”), and Brent Habig (the “Shareholder”).
ESCROW AGREEMENTEscrow Agreement • February 17th, 2004 • Verticalnet Inc • Services-advertising • Pennsylvania
This ESCROW AGREEMENT (this “Escrow Agreement”) is made and entered into this 30th day of January, 2004, by and among (a) Verticalnet, Inc., a Pennsylvania corporation (“Verticalnet”), (b) Brent Habig, an individual (the “Shareholder”), and (c) JP Morgan Trust Company, National Association, a national banking association (the “Escrow Agent”). Verticalnet and the Shareholder are sometimes hereinafter referred to collectively as the “Parties.” Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
