AMENDMENT NUMBER 1 TO SENIOR SUBORDINATED DISCOUNT NOTESenior Subordinated Discount Note • April 2nd, 2007 • Verticalnet Inc • Services-prepackaged software • Pennsylvania
This Amendment Number 1 to Senior Subordinated Discount Note (this “Amendment”) dated as of December [19], 2006, 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”).
ContractSecurity Agreement • April 2nd, 2007 • Verticalnet Inc • Services-prepackaged software • Pennsylvania
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.
GUARANTY AND SURETYSHIP AGREEMENTGuaranty and Suretyship Agreement • April 2nd, 2007 • Verticalnet Inc • Services-prepackaged software • Pennsylvania
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).
EMPLOYMENT AGREEMENT (Jonathan T. Cohen)Employment Agreement • April 2nd, 2007 • Verticalnet Inc • Services-prepackaged software • Pennsylvania
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”).
Re: Termination Letter Agreement (this “Agreement”)Termination Letter Agreement • April 2nd, 2007 • Verticalnet Inc • Services-prepackaged software • Pennsylvania
Effective November 30, 2006, you will no longer be the Executive Vice President and Chief Financial Officer of the Company, or hold any other office within the Company, or be an officer or director of any subsidiary of the Company and this Termination Letter Agreement will serve as your resignation from all such positions effective as of that date.
CONSENT, WAIVER AND AMENDMENT NO. 1 TO WARRANTWarrant Amendment • April 2nd, 2007 • Verticalnet Inc • Services-prepackaged software • New York
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”).
FIRST AMENDMENT TO OFFICE LEASEOffice Lease • April 2nd, 2007 • Verticalnet Inc • Services-prepackaged software
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”).
November 28, 2006 Gene S. Godick North Wales, Pa. 19454 Dear Gene:Independent Contractor Agreement • April 2nd, 2007 • Verticalnet Inc • Services-prepackaged software • Pennsylvania
This Letter Agreement will confirm our agreement regarding Verticalnet’s desire to engage you as an independent contractor.
SUBORDINATION AND INTERCREDITOR AGREEMENTSubordination and Intercreditor Agreement • April 2nd, 2007 • Verticalnet Inc • Services-prepackaged software • New York
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”).
AMENDMENT NUMBER 2 TO SENIOR SUBORDINATED DISCOUNT NOTESenior Subordinated Discount Note • April 2nd, 2007 • Verticalnet Inc • Services-prepackaged software • Pennsylvania
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”).
