Senior Subordinated Discount Note Sample Contracts

AMENDMENT NUMBER 1 TO SENIOR SUBORDINATED DISCOUNT NOTE
Senior 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”).

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WAIVER TO SENIOR SUBORDINATED DISCOUNT NOTE
Senior Subordinated Discount Note • October 31st, 2007 • Verticalnet Inc • Services-prepackaged software • Pennsylvania

This Waiver to Senior Subordinated Discount Note (the “Waiver”), dated as of October 25, 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 (including its registered assigns, 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”).

AMENDMENT NUMBER 2 TO SENIOR SUBORDINATED DISCOUNT NOTE
Senior 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”).

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