0001193125-07-231256 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 31st, 2007 • Verticalnet Inc • Services-prepackaged software • New York

This Registration Rights Agreement (this “Agreement”) is made and entered into as of May __, 2007 by and among Verticalnet, Inc., a Pennsylvania corporation (the “Company”), and the purchasers listed on Schedule I hereto (the “Purchasers”).

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FORM OF WARRANT]
Warrant Agreement • October 31st, 2007 • Verticalnet Inc • Services-prepackaged software

THIS COMMON STOCK PURCHASE WARRANT (this “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 date of this Warrant (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 $[ ], subject to adjustment hereunder. The Exercise Price and the number of Warrant Shares for which the Warrant is e

STOCK AND WARRANT PURCHASE AGREEMENT Dated as of June 1, 2007 by and among VERTICALNET, INC. and THE PURCHASERS LISTED ON EXHIBIT A
Stock and Warrant Purchase Agreement • October 31st, 2007 • Verticalnet Inc • Services-prepackaged software • New York

This STOCK AND WARRANT PURCHASE AGREEMENT dated as of May 31, 2007 (this “Agreement”) is made and entered into by and among Verticalnet, Inc., a Pennsylvania corporation (the “Company”), and each of the purchasers set forth on Exhibit A attached hereto (each a “Purchaser” and collectively, the “Purchasers”).

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