0001299933-05-004240 Sample Contracts

REGISTRATION RIGHTS AGREEMENT

Registration Rights Agreement • August 18th, 2005 • Verticalnet Inc • Services-advertising • New York

• Contract Type
  Registration Rights Agreement
• Filed
  August 18th, 2005
• Company
  Verticalnet Inc
• Industry
  Services-advertising
• Jurisdiction
  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”).

SECURITY AGREEMENT

Security Agreement • August 18th, 2005 • Verticalnet Inc • Services-advertising • New York

• Contract Type
  Security Agreement
• Filed
  August 18th, 2005
• Company
  Verticalnet Inc
• Industry
  Services-advertising
• Jurisdiction
  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

NOTE AND WARRANT PURCHASE AGREEMENT Dated as of August 16, 2005 by and among VERTICALNET, INC. and THE PURCHASERS LISTED ON EXHIBIT A

Note and Warrant Purchase Agreement • August 18th, 2005 • Verticalnet Inc • Services-advertising • New York

• Contract Type
  Note and Warrant Purchase Agreement
• Filed
  August 18th, 2005
• Company
  Verticalnet Inc
• Industry
  Services-advertising
• Jurisdiction
  New York

This NOTE AND WARRANT PURCHASE AGREEMENT dated as of August 16, 2005 (this “Agreement”) is made and entered into by and among Verticalnet, Inc., a Pennsylvania corporation (the “Company”), and each of the purchasers of the convertible promissory notes of the Company whose names are set forth on Exhibit A attached hereto (each a "Purchaser” and collectively, the “Purchasers”).