EXHIBIT 10.10 THIS WARRANT AND THE SECURITIES ISSUABLE UPON ITS EXERCISE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE ACT OR IN A...Verticalnet Inc • January 22nd, 1999 • Services-advertising • Pennsylvania
by and amongAgreement and Plan of Merger • September 9th, 1999 • Verticalnet Inc • Services-advertising • California
Exhibit 2.1 AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • April 6th, 2000 • Verticalnet Inc • Services-advertising • Pennsylvania
EXHIBIT 10.4 SHARE PURCHASE AGREEMENT RELATING TO THE ACQUISITION OF ALL OF THE OUTSTANDING CAPITAL STOCK OF BOULDER INTERACTIVE TECHNOLOGY SERVICES CO., (A COLORADO CORPORATION)Share Purchase Agreement • January 22nd, 1999 • Verticalnet Inc • Services-advertising • Pennsylvania
COMMON STOCKUnderwriting Agreement • January 22nd, 1999 • Verticalnet Inc • Services-advertising • New York
EXHIBIT 2.1 ASSET PURCHASE AGREEMENT BY AND AMONG VERTICALNET, INC. (a Pennsylvania corporation), NECX.com LLC (a Delaware limited liability company), R.W. ELECTRONICS TRUST (a Massachusetts business trust), R.W. ELECTRONICS, INC. (a Massachusetts...Asset Purchase Agreement • April 14th, 2000 • Verticalnet Inc • Services-advertising • Pennsylvania
Exhibit 2.1 STOCK PURCHASE AGREEMENTStock Purchase Agreement • August 12th, 1999 • Verticalnet Inc • Services-advertising • Manitoba
ARTICLE I CERTAIN DEFINITIONS -------------------Registration Rights Agreement • February 8th, 1999 • Verticalnet Inc • Services-advertising • Delaware
EXCHANGE AGREEMENT DATED AS OF JULY 29, 2002Exchange Agreement • August 14th, 2002 • Verticalnet Inc • Services-advertising • New York
EXHIBIT 10.19 PURCHASE AGREEMENT THIS PURCHASE AGREEMENT, dated as of December 23, 2002 (this "Agreement"), by and between VERTICALNET, INC., a Pennsylvania corporation (the "Company"), and Jeremiah P. O'Grady (the "Holder"). W I T N E S S E T H:...Purchase Agreement • March 31st, 2003 • Verticalnet Inc • Services-advertising • Pennsylvania
amongAgreement and Plan of Merger • February 8th, 1999 • Verticalnet Inc • Services-advertising • Pennsylvania
EXHIBIT 10.18 PURCHASE AGREEMENT THIS PURCHASE AGREEMENT, dated as of December 23, 2002 (this "Agreement"), by and between VERTICALNET, INC., a Pennsylvania corporation (the "Company"), and James Nolen (the "Holder"). W I T N E S S E T H: WHEREAS, the...Purchase Agreement • March 31st, 2003 • Verticalnet Inc • Services-advertising • Pennsylvania
EXHIBIT 4.2 REGISTRATION RIGHTS AGREEMENT ----------------------------- This Registration Rights Agreement is made and entered into as of September 27, 1999, by and between VerticalNet, Inc., a Pennsylvania corporation (the "Company"), and Lehman...Registration Rights Agreement • November 4th, 1999 • Verticalnet Inc • Services-advertising • New York
AGREEMENT --------- ARTICLE IInvestors Rights Agreement • February 8th, 1999 • Verticalnet Inc • Services-advertising • Pennsylvania
BY AND AMONGAsset Purchase Agreement • July 15th, 2002 • Verticalnet Inc • Services-advertising • Pennsylvania
EXHIBIT 10.8 ASSET PURCHASE AGREEMENTAsset Purchase Agreement • January 22nd, 1999 • Verticalnet Inc • Services-advertising • Pennsylvania
NAME])Employment Agreement • November 16th, 2000 • Verticalnet Inc • Services-advertising • Pennsylvania
Exhibit 4.1 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement"), dated as of March 23, 2000 (the "Effective Date"), is made by and between VerticalNet, Inc., a Pennsylvania corporation ("VerticalNet"), and the Holders'...Registration Rights Agreement • April 14th, 2000 • Verticalnet Inc • Services-advertising • Pennsylvania
between LIBERTY PROPERTY LIMITED PARTNERSHIP ("LANDLORD") and VerticalNet, INC. ("TENANT") forAgreement of Lease • August 3rd, 1999 • Verticalnet Inc • Services-advertising • Pennsylvania
Exhibit 10.2 AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT THIS AMENDMENT NO. 1, dated October 31, 2002 (the "Amendment"), is an amendment to the Employment Agreement dated February 7, 2002 (the "Employment Agreement"), between VerticalNet, Inc., a...Employment Agreement • November 8th, 2002 • Verticalnet Inc • Services-advertising • Pennsylvania
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 18th, 2005 • Verticalnet Inc • Services-advertising • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of August 16, 2005 by and among Verticalnet, Inc., a Pennsylvania corporation (the “Company”), and the purchasers listed on Schedule I hereto (the “Purchasers”).
EXHIBIT 2.2 AMENDMENT NO. 1 TO MEMBERSHIP INTEREST PURCHASE AGREEMENT This AMENDMENT NO. 1 TO MEMBERSHIP INTEREST PURCHASE AGREEMENT is dated as of January 31, 2001 (this "AMENDMENT"), by and among Converge, Inc., a Delaware corporation ("CONVERGE"),...Membership Interest Purchase Agreement • February 15th, 2001 • Verticalnet Inc • Services-advertising • Delaware
RECITALSSponsorship Agreement • January 22nd, 1999 • Verticalnet Inc • Services-advertising • California
COMMON STOCK PURCHASE WARRANT To Purchase Shares of Common Stock of Verticalnet, Inc.Verticalnet Inc • December 21st, 2004 • Services-advertising
THIS COMMON STOCK PURCHASE WARRANT (the “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 Initial Exercise Date (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 $1.35, subject to adjustment hereunder. The Exercise Price and the number of Warrant Shares for which the Warrant is exercisable shall be subject
ARTICLE 1Securities Purchase Agreement • March 31st, 2003 • Verticalnet Inc • Services-advertising • Delaware
Exhibit 2.1 2.1 Agreement and Plan of Merger among VerticalNet, Inc., TSX Acquisition Corp., Techspex, Inc. and the Stockholders of Techspex, Inc. AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • June 29th, 1999 • Verticalnet Inc • Services-advertising • Pennsylvania
EXHIBIT 10.33 EMPLOYMENT AGREEMENT (Gene S. Godick) This EMPLOYMENT AGREEMENT, dated February 5, 2003 (this "Agreement"), is between VerticalNet, Inc., a Pennsylvania corporation (the "Company"), and Gene S. Godick (the "Employee"). The Company and...Employment Agreement • March 31st, 2003 • Verticalnet Inc • Services-advertising • Pennsylvania
EXHIBIT 10.32 EMPLOYMENT AGREEMENT (Nathanael Lentz) This EMPLOYMENT AGREEMENT, dated December 23, 2002 (this "Agreement"), is between VerticalNet, Inc., a Pennsylvania corporation (the "Company"), and Nathanael Lentz (the "Employee"). This Agreement...Employment Agreement • March 31st, 2003 • Verticalnet Inc • Services-advertising • Pennsylvania
SECURITY AGREEMENTSecurity Agreement • August 18th, 2005 • Verticalnet Inc • Services-advertising • New York
WHEREAS, the Grantor has issued or will issue separate promissory notes to the Secured Parties (the “Notes”) pursuant to a Note and Warrant Purchase Agreement, dated as of August 16, 2005 (the “Purchase Agreement”), by and among the Grantor and the Secured Parties; and
RECITALSCo-Marketing Agreement • May 16th, 2002 • Verticalnet Inc • Services-advertising • Delaware
COMPAQ COMPUTER CORPORATION AND VERTICALNET, INC.Internet Services Agreement • February 10th, 1999 • Verticalnet Inc • Services-advertising • California
EXHIBIT 10.34 EMPLOYMENT AGREEMENT (Christopher G. Kuhn) This EMPLOYMENT AGREEMENT, dated December 16, 2002 (this "AGREEMENT"), is between Verticalnet, Inc., a Pennsylvania corporation (the "COMPANY"), and Christopher G. Kuhn (the "EMPLOYEE"). The...Employment Agreement • March 31st, 2003 • Verticalnet Inc • Services-advertising • Pennsylvania
COMMON STOCK PURCHASE WARRANT To Purchase Shares of Common Stock of Verticalnet, Inc.Verticalnet Inc • January 5th, 2005 • Services-advertising
THIS COMMON STOCK PURCHASE WARRANT (the “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 Initial Exercise Date (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 $1.35, subject to adjustment hereunder. The Exercise Price and the number of Warrant Shares for which the Warrant is exercisable shall be subject
1- 3 this Agreement will accordingly be construed as drafted jointly by the Parties, and no presumption or burden of proof will arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement.Membership Interest Purchase Agreement • January 17th, 2001 • Verticalnet Inc • Services-advertising • Delaware
EXCHANGE AGREEMENT dated as of July 22, 2003 by and between VERTICALNET, INC. and SPECTRA FINANCIAL GROUP, LLCExchange Agreement • November 14th, 2003 • Verticalnet Inc • Services-advertising • New York
THIS EXCHANGE AGREEMENT, dated as of July , 2003 (this “Agreement”), by and between VERTICALNET, INC., a Pennsylvania corporation (the “Company”), and SPECTRA FINANCIAL GROUP, LLC, a Delaware limited liability company (the “Holder”).
