0001193125-04-130243 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 3rd, 2004 • Verticalnet Inc • Services-advertising • Pennsylvania

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of July 16, 2004, by and among Verticalnet, Inc., a Pennsylvania corporation (“Verticalnet”), and each party listed on the signature page to this Agreement and any other party who joins this Agreement after the date hereof (individually, a “Stockholder” and collectively, the “Stockholders”).

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AGREEMENT OF MERGER by and among VERTICALNET, INC., POPCORN ACQUISITION SUB, INC. and B2eMARKETS, INC. July 16, 2004
Merger Agreement • August 3rd, 2004 • Verticalnet Inc • Services-advertising • Pennsylvania

THIS AGREEMENT OF MERGER (this “Agreement”) is made and entered into this 16th day of July, 2004, by and among Verticalnet, Inc., a Pennsylvania corporation (“Verticalnet”), Popcorn Acquisition Sub, Inc., a Delaware corporation and wholly-owned direct subsidiary of Verticalnet (“Acquisition Sub”, and together with Verticalnet, the “Acquiring Parties”), and B2eMarkets, Inc., a Delaware corporation (“B2e”)(B2e and the Acquiring Parties are collectively the “Parties”).

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