0001193125-04-158194 Sample Contracts

COMMON STOCK PURCHASE WARRANT To Purchase Shares of Common Stock of Verticalnet, Inc.
Securities Agreement • September 17th, 2004 • Verticalnet Inc • 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 $1.25, subject to adjustment hereunder. The Exercise Price and the number of Warrant Shares for which the Warrant is exercisable shall be subject

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • September 17th, 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”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • September 17th, 2004 • Verticalnet Inc • Services-advertising

This Registration Rights Agreement (this “Agreement”) is made and entered into as of August 4, 2004, by and among Verticalnet, Inc., a Pennsylvania corporation (the “Company”), and each of the purchasers signatory hereto (each such purchaser, a “Purchaser” and collectively, the “Purchasers”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • September 17th, 2004 • Verticalnet Inc • Services-advertising • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of August 4, 2004, among Verticalnet, Inc., a Pennsylvania corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

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