EX-4.2






Exhibit 4.2




Execution Version




NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE
EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE
SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND,
ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN
A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS.
NOTWITHSTANDING THE FOREGOING, THESE SECURITIES AND THE SECURITIES ISSUABLE UPON
EXERCISE OF THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN
ACCOUNT SECURED BY SUCH SECURITIES.



WARRANT TO PURCHASE




SHARES OF COMMON STOCK




OF




VERTICALNET, INC.




Expires August 16, 2010




No.: W-05-      Number of Shares:      


Date of Issuance: August 16, 2005



FOR VALUE RECEIVED, subject to the provisions hereinafter set forth, the undersigned,
Verticalnet, Inc., a Pennsylvania corporation (together with its successors and assigns, the
"Issuer” or the “Company”), hereby certifies that      
or its registered assigns is entitled to subscribe for and purchase, during the Exercise Period (as
hereinafter defined), up to      (     ) shares (subject to
adjustment as hereinafter provided) of the duly authorized, validly issued, fully paid and
non-assessable Common Stock of the Issuer, at an exercise price per share equal to the Warrant
Price then in effect, subject, however, to the provisions and upon the terms and conditions
hereinafter set forth. Capitalized terms used in this Warrant and not otherwise defined herein
shall have the respective meanings specified in Section 9 hereof.



1. Term.



(a) The term of this Warrant shall commence on August 16, 2005 and shall expire at 6:00 p.m.,
eastern time, on August 16, 2010 (such period being the “Term”).



(b) At the option of the Holder, the Term may be extended for the number of Trading Days
during any period occurring after the effectiveness of the Registration Statement (as defined in
the Registration Rights Agreement) in which (i) trading in the Common Stock is suspended by any
Trading Market, (ii) the Registration Statement is not effective on or prior to the Effectiveness
Date (as defined in the Registration Rights Agreement), or (iii) the prospectus included in the
Registration Statement may not be used by the Holder for the resale of the securities thereunder.




	 	2.	 	Method of Exercise; Payment; Issuance of New Warrant; Transfer and
Exchange.





(a) Time of Exercise. The purchase rights represented by this Warrant may be
exercised in whole or in part commencing on February 16, 2006 and expiring on August 16, 2010 (the
“Exercise Period”).



(b) Method of Exercise. The Holder hereof may exercise this Warrant, in whole or in
part, by the surrender of this Warrant (with the exercise form attached hereto duly executed (a
“Notice of Exercise”) at the principal office of the Issuer, and by the payment to the
Issuer of an amount of consideration therefor equal to the Warrant Price in effect on the date of
such exercise multiplied by the number of shares of Warrant Stock with respect to which this
Warrant is then being exercised, payable at such Holder’s election (i) by certified or official
bank check or by wire transfer to an account designated by the Issuer, (ii) by “cashless exercise”
in accordance with the provisions of subsection (c) of this Section 2, but only when a registration
statement under the Securities Act providing for the resale of the Warrant Stock is not then in
effect, or (iii) by a combination of the foregoing methods of payment selected by the Holder of
this Warrant.



(c) Cashless Exercise. Notwithstanding any provisions herein to the contrary and
commencing one (1) year following the Original Issue Date, if (i) the Per Share Market Value of one
share of Common Stock is greater than the Warrant Price (at the date of calculation as set forth
below) and (ii) a registration statement under the Securities Act providing for the resale of the
Warrant Stock is not then in effect by the date such registration statement is required to be
effective pursuant to the Registration Rights Agreement (as defined in the Purchase Agreement) or
not effective at any time during the Effectiveness Period (as defined in the Registration Rights
Agreement) in accordance with the terms of the Registration Rights Agreement, in lieu of exercising
this Warrant by payment of cash, the Holder may exercise this Warrant by a cashless exercise and
shall receive the number of shares of Common Stock equal to an amount (as determined below) by
surrender of this Warrant at the principal office of the Issuer together with the properly endorsed
Notice of Exercise in which event the Issuer shall issue to the Holder a number of shares of Common
Stock computed using the following formula:




X = Y — (A)(Y)

B



	 	 	 	Where X = the number of shares of Common Stock to be issued to the Holder.






	 	 	 	Y = the number of shares of Common Stock purchasable upon
exercise of all of the Warrant or, if only a portion of the Warrant is being
exercised, the portion of the Warrant being exercised.





	 	 	 
	A =

	 	the Warrant Price.
	 
	 	 
	B =

	 	the Per Share Market Value of one share of Common Stock.






(d) Issuance of Stock Certificates. In the event of any exercise of the rights
represented by this Warrant in accordance with and subject to the terms and conditions hereof, (i)
certificates for the shares of Warrant Stock so purchased shall be dated the date of such exercise
and delivered to the Holder hereof within a reasonable time, not exceeding three (3) Trading Days
after such exercise (the “Delivery Date”) or, at the request of the Holder (provided that a
registration statement under the Securities Act providing for the resale of the Warrant Stock is
then in effect), issued and delivered to the Depository Trust Company (“DTC”) account on
the Holder’s behalf via the Deposit Withdrawal Agent Commission System (“DWAC”) within a
reasonable time, not exceeding three (3) Trading Days after such exercise, and the Holder hereof
shall be deemed for all purposes to be the holder of the shares of Warrant Stock so purchased as of
the date of such exercise and (ii) unless this Warrant has expired, a new Warrant representing the
number of shares of Warrant Stock, if any, with respect to which this Warrant shall not then have
been exercised (less any amount thereof which shall have been canceled in payment or partial
payment of the Warrant Price as hereinabove provided) shall also be issued to the Holder hereof at
the Issuer’s expense within such time.



(e) Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Exercise.
In addition to any other rights available to the Holder, if the Issuer fails to cause its transfer
agent to transmit to the Holder a certificate or certificates representing the Warrant Stock
pursuant to an exercise on or before the Delivery Date, and if after such date the Holder is
required by its broker to purchase (in an open market transaction or otherwise) shares of Common
Stock to deliver in satisfaction of a sale by the Holder of the Warrant Stock which the Holder
anticipated receiving upon such exercise (a “Buy-In”), then the Issuer shall (1) pay in
cash to the Holder the amount by which (x) the Holder’s total purchase price (including brokerage
commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by
multiplying (A) the number of shares of Warrant Stock that the Issuer was required to deliver to
the Holder in connection with the exercise at issue times (B) the price at which the sell order
giving rise to such purchase obligation was executed, and (2) at the option of the Holder, either
reinstate the portion of the Warrant and equivalent number of shares of Warrant Stock for which
such exercise was not honored or deliver to the Holder the number of shares of Common Stock that
would have been issued had the Issuer timely complied with its exercise and delivery obligations
hereunder. For example, if the Holder purchases Common Stock having a total purchase price of
$11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an
aggregate sale price giving rise to such purchase obligation of $10,000, under clause (1) of the
immediately preceding sentence the Issuer shall be required to pay the Holder $1,000. The Holder
shall provide the Issuer written notice indicating the amounts payable to the Holder in respect of
the Buy-In, together with applicable confirmations and other evidence reasonably requested by the
Issuer. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it
hereunder, at law or in equity including, without limitation, a decree of specific performance
and/or injunctive relief with respect to the Issuer’s failure to timely deliver certificates
representing shares of Common Stock upon exercise of this Warrant as required pursuant to the terms
hereof.



(f) Transferability of Warrant. Subject to Section 2(h), this Warrant may be
transferred by a Holder without the consent of the Issuer. If transferred pursuant to this
paragraph and subject to the provisions of Section 2(h), this Warrant may be transferred on the
books of the Issuer by the Holder hereof in person or by duly authorized attorney, upon surrender
of this Warrant at the principal office of the Issuer, properly endorsed (by the Holder executing
an assignment in the form attached hereto) and upon payment of any necessary transfer tax or other
governmental charge imposed upon such transfer. This Warrant is exchangeable at the principal
office of the Issuer for Warrants to purchase the same aggregate number of shares of Warrant Stock,
each new Warrant to represent the right to purchase such number of shares of Warrant Stock as the
Holder hereof shall designate at the time of such exchange. All Warrants issued on transfers or
exchanges shall be dated the Original Issue Date and shall be identical with this Warrant except as
to the number of shares of Warrant Stock issuable pursuant thereto.



(g) Continuing Rights of Holder. The Issuer will, at the time of or at any time after
each exercise of this Warrant, upon the request of the Holder hereof, acknowledge in writing the
extent, if any, of its continuing obligation to afford to such Holder all rights to which such
Holder shall continue to be entitled after such exercise in accordance with the terms of this
Warrant, provided that if any such Holder shall fail to make any such request, the failure
shall not affect the continuing obligation of the Issuer to afford such rights to such Holder.



(h) Compliance with Securities Laws.




(i) The Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant
and the shares of Warrant Stock to be issued upon exercise hereof are being acquired solely
for the Holder’s own account and not as a nominee for any other party, and for investment,
and that the Holder will not offer, sell or otherwise dispose of this Warrant or any shares
of Warrant Stock to be issued upon exercise hereof except pursuant to an effective
registration statement, or an exemption from registration, under the Securities Act and any
applicable state securities laws.




(ii) Except as provided in paragraph (iii) below, this Warrant and all certificates
representing shares of Warrant Stock issued upon exercise hereof shall be stamped or
imprinted with a legend in substantially the following form:



NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE
SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES
AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN
RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY,
MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE
WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS.
NOTWITHSTANDING THE FOREGOING, THESE SECURITIES AND THE SECURITIES
ISSUABLE UPON EXERCISE OF THESE SECURITIES MAY BE PLEDGED IN
CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH
SECURITIES.




(iii) The Issuer agrees to reissue this Warrant or certificates representing any of the
Warrant Stock, without the legend set forth above if at such time, prior to making any
transfer of any such securities, the Holder shall give written notice to the Issuer upon the
occurrence of: (a) either (i) the Issuer has received an opinion of counsel reasonably
satisfactory to the Issuer, to the effect that the registration of such securities under the
Securities Act is not required in connection with such proposed transfer, (ii) a
registration statement under the Securities Act covering such proposed disposition has been
filed by the Issuer with the Securities and Exchange Commission and has become effective
under the Securities Act, (iii) the Issuer has received other evidence reasonably
satisfactory to the Issuer that such registration and qualification under the Securities Act
and state securities laws are not required, or (iv) the Holder provides the Issuer with
reasonable assurances that such security can be sold pursuant to Rule 144 under the
Securities Act; and (b) either (i) the Issuer has received an opinion of counsel reasonably
satisfactory to the Issuer, to the effect that registration or qualification under the
securities or “blue sky” laws of any state is not required in connection with such proposed
disposition, or (ii) compliance with applicable state securities or “blue sky” laws has been
effected or a valid exemption exists with respect thereto. The Issuer will respond to any
such notice from a holder within three (3) business days. In the case of any proposed
transfer under this Section 2(h), the Issuer will use reasonable efforts to comply with any
such applicable state securities or “blue sky” laws, but shall in no event be required, (x)
to qualify to do business in any state where it is not then qualified, (y) to take any
action that would subject it to tax or to the general service of process in any state where
it is not then subject, or (z) to comply with state securities or “blue sky” laws of any
state for which registration by coordination is unavailable to the Issuer. The restrictions
on transfer contained in this Section 2(h) shall be in addition to, and not by way of
limitation of, any other restrictions on transfer contained in any other section of this
Warrant. Each Holder, severally and not jointly, agrees that the removal of the restrictive
legend from certificates representing the Warrant Stock is predicated upon the Company’s
reliance that the Holder will sell such Warrant Stock pursuant to the registration
requirements of the Securities Act, including any applicable prospectus delivery
requirements, or an exemption therefrom. Whenever a certificate representing the Warrant
Stock is required to be issued to a the Holder without a legend, in lieu of delivering
physical certificates representing the Warrant Stock, provided the Issuer’s transfer agent
is participating in the DTC Fast Automated Securities Transfer program, the Issuer shall use
its reasonable best efforts to cause its transfer agent to electronically transmit the
Warrant Stock to the Holder by crediting the account of the Holder’s Prime Broker with DTC
through its DWAC system (to the extent not inconsistent with any provisions of this Warrant
or the Purchase Agreement).




(iv) In no event may the Holder exercise this Warrant in whole or in part unless the
Holder is an “accredited investor” as defined in Regulation D under the Securities Act.



3. Stock Fully Paid; Reservation and Listing of Shares; Covenants.



(a) Stock Fully Paid. The Issuer represents, warrants, covenants and agrees that all
shares of Warrant Stock which may be issued upon the exercise of this Warrant or otherwise
hereunder will, when issued in accordance with the terms of this Warrant, be duly authorized,
validly issued, fully paid and nonassessable and free from all taxes, liens and charges created by
or through the Issuer. The Issuer further covenants and agrees that during the period within which
this Warrant may be exercised, the Issuer will at all times have authorized and reserved for the
purpose of issuance upon exercise of this Warrant a number of shares of Common Stock equal to at
least one hundred twenty percent (120%) of the aggregate number of shares of Common Stock to
provide for the exercise of this Warrant.



(b) Reservation. If the Issuer shall list any shares of Common Stock on any
securities exchange or market it will, at its expense, list thereon, maintain and increase when
necessary such listing, of, all shares of Warrant Stock from time to time issued upon exercise of
this Warrant or as otherwise provided hereunder (provided that such Warrant Stock has been
registered pursuant to a registration statement under the Securities Act then in effect), and, to
the extent permissible under the applicable securities exchange rules, all unissued shares of
Warrant Stock which are at any time issuable hereunder, so long as any shares of Common Stock shall
be so listed. The Issuer will also so list on each securities exchange or market, and will
maintain such listing of, any other securities which the Holder of this Warrant shall be entitled
to receive upon the exercise of this Warrant if at the time any securities of the same class shall
be listed on such securities exchange or market by the Issuer.



(c) Covenants. The Issuer shall not by any action including, without limitation,
amending the Articles of Incorporation or the by-laws of the Issuer, or through any reorganization,
transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other
action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant,
but will at all times in good faith assist in the carrying out of all such terms and in the taking
of all such actions as may be necessary or appropriate to protect the rights of the Holder hereof
against dilution (to the extent specifically provided herein) or impairment. Without limiting the
generality of the foregoing, the Issuer will (i) not permit the par value, if any, of its Common
Stock to exceed the then effective Warrant Price, (ii) not amend or modify any provision of the
Articles of Incorporation or by-laws of the Issuer in any manner that would adversely affect the
rights of the Holders of the Warrants, (iii) take all such action as may be reasonably necessary in
order that the Issuer may validly and legally issue fully paid and nonassessable shares of Common
Stock, free and clear of any liens, claims, encumbrances and restrictions (other than as provided
herein) upon the exercise of this Warrant, and (iv) use its best efforts to obtain all such
authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof
as may be reasonably necessary to enable the Issuer to perform its obligations under this Warrant.



(d) Loss, Theft, Destruction of Warrants. Upon receipt of evidence satisfactory to
the Issuer of the ownership of and the loss, theft, destruction or mutilation of any Warrant and,
in the case of any such loss, theft or destruction, upon receipt of indemnity or security
satisfactory to the Issuer or, in the case of any such mutilation, upon surrender and cancellation
of such Warrant, the Issuer will make and deliver, in lieu of such lost, stolen, destroyed or
mutilated Warrant, a new Warrant of like tenor and representing the right to purchase the same
number of shares of Common Stock.



4. Adjustment of Warrant Price. The price at which such shares of Warrant Stock may
be purchased upon exercise of this Warrant shall be subject to adjustment from time to time as set
forth in this Section 4. The Issuer shall give the Holder notice of any event described below which
requires an adjustment pursuant to this Section 4 in accordance with the notice provisions set
forth in Section 5.



(a) Stock Splits and Dividends. If the Company, at any time while this Warrant is
outstanding, (i) pays a stock dividend on its Common Stock or otherwise makes a distribution on any
class of capital stock that is payable in shares of Common Stock, (ii) subdivides outstanding
shares of Common Stock into a larger number of shares, or (iii) combines outstanding shares of
Common Stock into a smaller number of shares, then in each such case the Warrant Price shall be
multiplied by a fraction of which the numerator shall be the number of shares of Common Stock
outstanding immediately before such event and of which the denominator shall be the number of
shares of Common Stock outstanding immediately after such event. Any adjustment made pursuant to
clause (i) of this paragraph shall become effective immediately after the record date for the
determination of stockholders entitled to receive such dividend or distribution, and any adjustment
pursuant to clause (ii) or (iii) of this paragraph shall become effective immediately after the
effective date of such subdivision or combination.



(b) Pro Rata Distributions. If the Company, at any time while this Warrant is
outstanding, distributes to holders of Common Stock (i) evidences of its indebtedness, (ii) any
security (other than a distribution of Common Stock covered by the preceding paragraph), (iii)
rights or warrants to subscribe for or purchase any security, or (iv) any other asset (in each
case, “Distributed Property”), then in each such case the Warrant Price in effect immediately prior
to the record date fixed for determination of stockholders entitled to receive such distribution
shall be adjusted (effective on such record date) to equal the product of such Warrant Price times
a fraction of which the denominator shall be the average of the Closing Bid Prices (as defined in
the Notes) for the five Trading Days immediately prior to (but not including) such record date and
of which the numerator shall be such average less the then fair market value of the Distributed
Property distributed in respect of one outstanding share of Common Stock, as determined by the
Company’s independent certified public accountants that regularly examine the financial statements
of the Company, (an “Appraiser”). In such event, the Holder, after receipt of the determination by
the Appraiser, shall have the right to select an additional appraiser (which shall be a nationally
recognized accounting firm), in which case such fair market value shall be deemed to equal the
average of the values determined by each of the Appraiser and such appraiser. As an alternative to
the foregoing adjustment to the Warrant Price, at the request of the Holder delivered before the
90th day after such record date, the Company will deliver to such Holder, within five Trading Days
after such request (or, if later, on the effective date of such distribution), the Distributed
Property that such Holder would have been entitled to receive in respect of the Warrant Shares for
which this Warrant could have been exercised immediately prior to such record date. If the Holder
elected to receive Distributed Property in accordance with the preceding sentence and such
Distributed Property is not delivered to the Holder pursuant to the preceding sentence, then upon
expiration of or any exercise of the Warrant that occurs after such record date, such Holder shall
remain entitled to receive, in addition to the Warrant Shares otherwise issuable upon such exercise
(if applicable), such Distributed Property.



(c) Major Transactions. If, at any time while this Warrant is outstanding, the
Company effects a Major Transaction (as such term is defined in the Notes), then the Holder shall
have the right thereafter to receive, upon exercise of this Warrant, the same amount and kind of
securities, cash or property as it would have been entitled to receive upon the occurrence of such
Major Transaction if it had been, immediately prior to such Major Transaction, the holder of the
number of Warrant Shares then issuable upon exercise in full of this Warrant (the “Alternate
Consideration”). The aggregate Warrant Price for this Warrant will not be affected by any such
Major Transaction, but the Company shall apportion such aggregate Warrant Price among the Alternate
Consideration in a reasonable manner reflecting the relative value of any different components of
the Alternate Consideration. If holders of Common Stock are given any choice as to the securities,
cash or property to be received in a Major Transaction, then the Holder shall be given the same
choice as to the Alternate Consideration it receives upon any exercise of this Warrant following
such Major Transaction. In the event of a Major Transaction, the Company or the successor or
purchasing Person, as the case may be, shall execute with the Holder a written agreement providing
that:



(x) this Warrant shall thereafter entitle the Holder to purchase the Alternate Consideration
in accordance with this section 4(c),



(y) in the case of any such successor or purchasing Person, upon such consolidation, merger,
statutory exchange, combination, sale or conveyance such successor or purchasing Person shall be
jointly and severally liable with the Company for the performance of all of the Company’s
obligations under this Warrant and the Purchase Agreement, and



(z) if registration or qualification is required under the Exchange Act or applicable state
law for the public resale by the Holder of shares of stock and other securities so issuable upon
exercise of this Warrant, such registration or qualification shall be completed prior to such
reclassification, change, consolidation, merger, statutory exchange, combination or sale.



If, in the case of any Major Transaction, the Alternate Consideration includes shares of stock,
other securities, other property or assets of a Person other than the Company or any such successor
or purchasing Person, as the case may be, in such Major Transaction, then such written agreement
shall also be executed by such other Person and shall contain such additional provisions to protect
the interests of the Holder as the Board of Directors of the Company shall reasonably consider
necessary by reason of the foregoing. At the Holder’s request, any successor to the Company or
surviving entity in such Major Transaction shall issue to the Holder a new warrant consistent with
the foregoing provisions and evidencing the Holder’s right to purchase the Alternate Consideration
for the aggregate Warrant Price upon exercise thereof. The terms of any agreement pursuant to
which a Major Transaction is effected shall include terms requiring any such successor or surviving
entity to comply with the provisions of this paragraph (c) and insuring that the Warrant (or any
such replacement security) will be similarly adjusted upon any subsequent transaction analogous to
a Major Transaction. If any Major Transaction constitutes or results in a Going Private
Transaction, then at the request of the Holder delivered before the 90th day after such Major
Transaction, the Company (or any such successor or surviving entity) will purchase the Warrant from
the Holder for a purchase price, payable in cash within five Trading Days after such request (or,
if later, on the effective date of the Major Transaction), equal to the Black-Scholes value of the
remaining unexercised portion of this Warrant on the date of such request..



(d) Subsequent Equity Sales.



(i) If, at any time while this Warrant is outstanding, the Company or any Subsidiary issues
additional shares of Common Stock or rights, warrants, options or other securities or debt
convertible, exercisable or exchangeable for shares of Common Stock or otherwise entitling any
Person to acquire shares of Common Stock (collectively, “Common Stock Equivalents”) at an effective
net price to the Company per share of Common Stock (the “Effective Price”) less than the
Warrant Price (as adjusted hereunder to such date), then the Warrant Price shall be reduced to
equal the Effective Price. For purposes of this paragraph, in connection with any issuance of any
Common Stock Equivalents, (A) the maximum number of shares of Common Stock potentially issuable at
any time upon conversion, exercise or exchange of such Common Stock Equivalents (the “Deemed
Number”) shall be deemed to be outstanding upon issuance of such Common Stock Equivalents, (B)
the Effective Price applicable to such Common Stock shall equal the minimum dollar value of
consideration payable to the Company to purchase such Common Stock Equivalents and to convert,
exercise or exchange them into Common Stock (net of any discounts, fees, commissions and other
expenses), divided by the Deemed Number, and (C) no further adjustment shall be made to the Warrant
Price upon the actual issuance of Common Stock upon conversion, exercise or exchange of such Common
Stock Equivalents. The Effective Price of Common Stock or Common Stock Equivalents issued in any
transaction in which more than one type of securities are issued shall give effect to the
allocation by the Company of the aggregate amount paid for such securities among the different
securities issued in such transaction.



(ii) If, at any time while this Warrant is outstanding, the Company or any Subsidiary issues
Common Stock Equivalents with an Effective Price or a number of underlying shares that floats or
resets or otherwise varies or is subject to adjustment based (directly or indirectly) on market
prices of the Common Stock (a “Floating Price Security”), then for purposes of applying the
preceding paragraph in connection with any subsequent exercise, the Effective Price will be
determined separately on each exercise date and will be deemed to equal the lowest Effective Price
at which any holder of such Floating Price Security is entitled to acquire Common Stock on such
exercise date (regardless of whether any such holder actually acquires any shares on such date).



(iii) Notwithstanding the foregoing, no adjustment will be made under this paragraph (d) in
connection with (i) securities issued (other than for cash) in connection with a merger,
acquisition, or consolidation, (ii) securities issued pursuant to a bona fide firm underwritten
public offering with a nationally recognized underwriter of the Maker’s securities in excess of
$15,000,000, (iii) securities issued pursuant to the conversion or exercise of convertible or
excercisable securities issued or outstanding on or prior to the date hereof or issued pursuant to
the Purchase Agreement, (iv) the shares of Common Stock issuable upon the exercise of Warrants, (v)
securities issued in connection with strategic license agreements or other partnering arrangements
so long as such issuances are not for the purpose of raising capital, (vi) Common Stock issued or
options to purchase Common Stock granted or issued pursuant to the Maker’s stock option plans and
employee stock purchase plans as they now exist, (vii) any warrants issued to the placement agent
and its designees for the transactions contemplated by the Purchase Agreement, and (viii) the
payment of any accrued interest in shares of Common Stock pursuant to this Warrant.



Notwithstanding anything to the contrary in this paragraph (d), the Warrant Price shall at no time
as a result of the adjustments set forth in this paragraph (d) (not including any adjustments
occurring as a result of paragraphs (a) – (c) above) be less than the Closing Bid Price on the
Trading Day immediately preceding the Closing Date.



(e) Number of Shares of Warrant Stock. Simultaneously with any adjustments to the
Warrant Price pursuant to paragraphs (a), (b) or (d) of this Section, the number of shares of
Warrant Stock that may be purchased upon exercise of this Warrant shall be increased or decreased
proportionately, so that after such adjustment the aggregate Warrant Price payable hereunder for
the increased or decreased number of shares of Warrant Stock shall be the same as the aggregate
Warrant Price in effect immediately prior to such adjustment.



(f) Intentionally Omitted.



(g) Intentionally Omitted.



(h) Other Provisions applicable to Adjustments under this Section. The following
provisions shall be applicable to the making of adjustments of the number of shares of Common Stock
for which this Warrant is exercisable and the Warrant Price then in effect provided for in this
Section 4:



(i) Computation of Consideration. In the event of any consolidation or merger of the
Issuer in which the Issuer is not the surviving corporation or in which the previously outstanding
shares of Common Stock of the Issuer shall be changed into or exchanged for the stock or other
securities of another corporation, or in the event of any sale of all or substantially all of the
assets of the Issuer for stock or other securities of any corporation, the Issuer shall be deemed
to have issued a number of shares of its Common Stock for stock or securities or other property of
the other corporation computed on the basis of the actual exchange ratio on which the transaction
was predicated, and for a consideration equal to the fair market value on the date of such
transaction of all such stock or securities or other property of the other corporation. In the
event any consideration received by the Issuer for any securities consists of property other than
cash, the fair market value thereof at the time of issuance or as otherwise applicable shall be as
determined in good faith by the Board. In the event Common Stock is issued with other shares or
securities or other assets of the Issuer for consideration which covers both, the consideration
computed as provided in this Section 4(i)(i) shall be allocated among such securities and assets as
determined in good faith by the Board.



(ii) When Adjustments to Be Made. The adjustments required by this Section 4 shall be
made whenever and as often as any specified event requiring an adjustment shall occur, except that
any adjustment of the number of shares of Common Stock for which this Warrant is exercisable that
would otherwise be required may be postponed up to, but not beyond the date of exercise if such
adjustment either by itself or with other adjustments not previously made adds or subtracts less
than one percent (1%) of the shares of Common Stock for which this Warrant is exercisable
immediately prior to the making of such adjustment. Any adjustment representing a change of less
than such minimum amount (except as aforesaid) which is postponed shall be carried forward and made
as soon as such adjustment, together with other adjustments required by this Section 4 and not
previously made, would result in a minimum adjustment or on the date of exercise. For the purpose
of any adjustment, any specified event shall be deemed to have occurred at the close of business on
the date of its occurrence.



(iii) Fractional Interests. In computing adjustments under this Section 4, fractional
interests in Common Stock shall be taken into account to the nearest one one-hundredth
(1/100th) of a share.



(iv) When Adjustment Not Required. If the Issuer shall take a record of the holders
of its Common Stock for the purpose of entitling them to receive a dividend or distribution or
subscription or purchase rights and shall, thereafter and before the distribution to stockholders
thereof, legally abandon its plan to pay or deliver such dividend, distribution, subscription or
purchase rights, then thereafter no adjustment shall be required by reason of the taking of such
record and any such adjustment previously made in respect thereof shall be rescinded and annulled.



(i) Form of Warrant after Adjustments. The form of this Warrant need not be changed
because of any adjustments in the Warrant Price or the number and kind of Securities purchasable
upon the exercise of this Warrant.



(j) Escrow of Warrant Stock. If after any property becomes distributable pursuant to
this Section 4 by reason of the taking of any record of the holders of Common Stock, but prior to
the occurrence of the event for which such record is taken, and the Holder exercises this Warrant,
any shares of Common Stock issuable upon exercise by reason of such adjustment shall be deemed the
last shares of Common Stock for which this Warrant is exercised (notwithstanding any other
provision to the contrary herein) and such shares or other property shall be held in escrow for the
Holder by the Issuer to be issued to the Holder upon and to the extent that the event actually
takes place, upon payment of the current Warrant Price. Notwithstanding any other provision to the
contrary herein, if the event for which such record was taken fails to occur or is rescinded, then
such escrowed shares shall be cancelled by the Issuer and escrowed property returned.



5. Notice of Adjustments. Whenever the Warrant Price or Warrant Share Number shall be
adjusted pursuant to Section 4 hereof (for purposes of this Section 5, each an
"adjustment”), the Issuer shall cause its Chief Financial Officer to prepare and execute a
certificate setting forth, in reasonable detail, the event requiring the adjustment, the amount of
the adjustment, the method by which such adjustment was calculated (including a description of the
basis on which the Board made any determination hereunder), and the Warrant Price and Warrant Share
Number after giving effect to such adjustment, and shall cause copies of such certificate to be
delivered to the Holder of this Warrant promptly after each adjustment. Any dispute between the
Issuer and the Holder of this Warrant with respect to the matters set forth in such certificate may
at the option of the Holder of this Warrant be submitted to a national or regional accounting firm
reasonably acceptable to the Issuer and the Holder, provided that the Issuer shall have ten
(10) days after receipt of notice from such Holder of its selection of such firm to object thereto,
in which case such Holder shall select another such firm and the Issuer shall have no such right of
objection. The firm selected by the Holder of this Warrant as provided in the preceding sentence
shall be instructed to deliver a written opinion as to such matters to the Issuer and such Holder
within thirty (30) days after submission to it of such dispute. Such opinion shall be final and
binding on the parties hereto. The costs and expenses of the initial accounting firm shall be paid
equally by the Issuer and the Holder and, in the case of an objection by the Issuer, the costs and
expenses of the subsequent accounting firm shall be paid in full by the Issuer.



6. Fractional Shares. No fractional shares of Warrant Stock will be issued in
connection with any exercise hereof, but in lieu of such fractional shares, the Issuer shall make a
cash payment therefor equal in amount to the product of the applicable fraction multiplied by the
Per Share Market Value then in effect.



7. Ownership Cap and Certain Exercise Restrictions. (a) Notwithstanding anything to
the contrary set forth in this Warrant, at no time may a Holder of this Warrant exercise this
Warrant if the number of shares of Common Stock to be issued pursuant to such exercise would
exceed, when aggregated with all other shares of Common Stock owned by such Holder at such time,
the number of shares of Common Stock which would result in such Holder beneficially owning (as
determined in accordance with Section 13(d) of the Exchange Act and the rules thereunder) in
excess of 4.99% of the then issued and outstanding shares of Common Stock; provided,
however, that upon a holder of this Warrant providing the Issuer with sixty-one (61) days
notice (pursuant to Section 13 hereof) (the “Waiver Notice”) that such Holder would like to
waive this Section 7(a) with regard to any or all shares of Common Stock issuable upon exercise of
this Warrant, this Section 7(a) will be of no force or effect with regard to all or a portion of
the Warrant referenced in the Waiver Notice; provided, further, that this provision shall be of no
further force or effect during the sixty-one (61) days immediately preceding the expiration of the
Term of this Warrant.



(b) The Holder may not exercise the Warrant hereunder to the extent such exercise would result
in the Holder beneficially owning (as determined in accordance with Section 13(d) of the Exchange
Act and the rules thereunder) in excess of 9.99% of the then issued and outstanding shares of
Common Stock, including shares issuable upon exercise of the Warrant held by the Holder after
application of this Section; provided, however, that upon a holder of this Warrant
providing the Issuer with a Waiver Notice that such holder would like to waive this Section 7(b)
with regard to any or all shares of Common Stock issuable upon exercise of this Warrant, this
Section 7(b) shall be of no force or effect with regard to those shares of Warrant Stock referenced
in the Waiver Notice; provided, further, that this provision shall be of no further
force or effect during the sixty-one (61) days immediately preceding the expiration of the Term of
this Warrant.



8. Intentionally Omitted.



9. Definitions. For the purposes of this Warrant, the following terms have the
following meanings:




"Articles of Incorporation” means the Articles of Incorporation of the Issuer
as in effect on the Original Issue Date, and as hereafter from time to time amended,
modified, supplemented or restated in accordance with the terms hereof and thereof and
pursuant to applicable law.




"Board” shall mean the Board of Directors of the Issuer.




"Capital Stock” means and includes (i) any and all shares, interests,
participations or other equivalents of or interests in (however designated) corporate stock,
including, without limitation, shares of preferred or preference stock, (ii) all partnership
interests (whether general or limited) in any Person which is a partnership, (iii) all
membership interests or limited liability company interests in any limited liability
company, and (iv) all equity or ownership interests in any Person of any other type.




"Common Stock” means the Common Stock, par value $0.01 per share, of the Issuer
and any other Capital Stock into which such stock may hereafter be changed.



“Exchange Act” means the Securities Exchange Act of 1934, as amended.



“Going Private Transaction” means a “Rule 13e-3 transaction” as defined in Rule 13e-3
under the Exchange Act.




"Governmental Authority” means any governmental, regulatory or self-regulatory
entity, department, body, official, authority, commission, board, agency or instrumentality,
whether federal, state or local, and whether domestic or foreign.




"Holders” mean the Persons who shall from time to time own any Warrant. The
term “Holder” means one of the Holders.




"Independent Appraiser” means a nationally recognized or major regional
investment banking firm or firm of independent certified public accountants of recognized
standing (which may be the firm that regularly examines the financial statements of the
Issuer) that is regularly engaged in the business of appraising the Capital Stock or assets
of corporations or other entities as going concerns, and which is not affiliated with either
the Issuer or the Holder of any Warrant.




"Issuer” means Verticalnet, Inc., a Pennsylvania corporation, and its
successors.




"Majority Holders” means at any time the Holders of Warrants exercisable for a
majority of the shares of Warrant Stock issuable under the Warrants at the time outstanding.




"Nasdaq” means The Nasdaq SmallCap Market.




“Notes” means those Senior Secured Convertible Promissory Notes issued pursuant
to the Purchase Agreement.




"Original Issue Date” means August 16, 2005.



"OTC Bulletin Board” means the over-the-counter electronic bulletin board.




"Person” means an individual, corporation, limited liability company,
partnership, joint stock company, trust, unincorporated organization, joint venture,
Governmental Authority or other entity of whatever nature.




"Per Share Market Value” means on any particular date (a) the closing bid price
per share of the Common Stock on such date on Nasdaq or another registered national stock
exchange on which the Common Stock is then listed, or if there is no such price on such
date, then the closing bid price on such exchange or quotation system on the date nearest
preceding such date, or (b) if the Common Stock is not listed then on Nasdaq or any
registered national stock exchange, the closing bid price for a share of Common Stock in the
over-the-counter market, as reported by the OTC Bulletin Board or in the National Quotation
Bureau Incorporated or similar organization or agency succeeding to its functions of
reporting prices) at the close of business on such date, or (c) if the Common Stock is not
then reported by the OTC Bulletin Board or the National Quotation Bureau Incorporated (or
similar organization or agency succeeding to its functions of reporting prices), then the
average of the “Pink Sheet” quotes for the five days preceding such date of determination,
or (d) if the Common Stock is not then publicly traded the fair market value of a share of
Common Stock as determined by an Independent Appraiser selected in good faith by the Holders
and are reasonably acceptable to the Issuer; provided, however, that the
Issuer, after receipt of the determination by such Independent Appraiser, shall have the
right to select an additional Independent Appraiser, in which case, the fair market value
shall be equal to the average of the determinations by each such Independent Appraiser; and
provided, further that all determinations of the Per Share Market Value
shall be appropriately adjusted for any stock dividends, stock splits or other similar
transactions during such period. The determination of fair market value by an Independent
Appraiser shall be based upon the fair market value of the Issuer determined on a going
concern basis as between a willing buyer and a willing seller and taking into account all
relevant factors determinative of value, and shall be final and binding on all parties. In
determining the fair market value of any shares of Common Stock, no consideration shall be
given to any restrictions on transfer of the Common Stock imposed by agreement or by federal
or state securities laws, or to the existence or absence of, or any limitations on, voting
rights.




"Purchase Agreement” means the Note and Warrant Purchase Agreement dated as of
August 16, 2005, among the Issuer and the Purchasers.




"Purchasers” means the purchasers of convertible promissory notes and Warrants
issued by the Issuer pursuant to the Purchase Agreement.




"Securities” means any debt or equity securities of the Issuer, whether now or
hereafter authorized, any instrument convertible into or exchangeable for Securities or a
Security, and any option, warrant or other right to purchase or acquire any Security.
“Security” means one of the Securities.




"Securities Act” means the Securities Act of 1933, as amended, or any similar
federal statute then in effect.




"Subsidiary” means any corporation at least 50% of whose outstanding Voting
Stock shall at the time be owned directly or indirectly by the Issuer or by one or more of
its Subsidiaries, or by the Issuer and one or more of its Subsidiaries.




"Term” has the meaning specified in Section 1(a) hereof.




"Trading Day” means (a) a day on which the Common Stock is traded on Nasdaq, or
(b) if the Common Stock is not listed on Nasdaq, a day on which the Common Stock is traded
on any other registered national stock exchange, or (c) if the Common Stock is not traded on
any other registered national stock exchange, a day on which the Common Stock is traded on
The Nasdaq SmallCap Market, or (d) if the Common Stock is not traded on The Nasdaq SmallCap
Market, a day on which the Common Stock is quoted in the over-the-counter market as reported
by the National Quotation Bureau Incorporated (or any similar organization or agency
succeeding its functions of reporting prices); provided, however, that in
the event that the Common Stock is not listed or quoted as set forth in (a), (b) or (c)
hereof, then Trading Day shall mean any day except Saturday, Sunday and any day which shall
be a legal holiday or a day on which banking institutions in the State of New York are
authorized or required by law or other government action to close.




“Trading Market” means any of the New York Stock Exchange, the American Stock
Exchange, the Nasdaq National Market or the Nasdaq SmallCap Market. or any national
securities exchange, market or trading or quotation facility on which the Common Stock is
then listed or quoted.




"Voting Stock” means, as applied to the Capital Stock of any corporation,
Capital Stock of any class or classes (however designated) having ordinary voting power for
the election of a majority of the members of the Board of Directors (or other governing
body) of such corporation, other than Capital Stock having such power only by reason of the
happening of a contingency.




"Warrants” means the Warrants issued and sold pursuant to the Purchase
Agreement, including, without limitation, this Warrant, and any other warrants of like tenor
issued in substitution or exchange for any thereof pursuant to the provisions of Section
2(c), 2(d) or 2(e) hereof or of any of such other Warrants.




"Warrant Price” initially means $0.77, as such price may be adjusted from time
to time as shall result from the adjustments specified in this Warrant, including Section 4
hereto.




"Warrant Share Number” means at any time the aggregate number of shares of
Warrant Stock which may at such time be purchased upon exercise of this Warrant, after
giving effect to all prior adjustments and increases to such number made or required to be
made under the terms hereof.




"Warrant Stock” means Common Stock issuable upon exercise of any Warrant or
Warrants or otherwise issuable pursuant to any Warrant or Warrants.



10. Other Notices. In case at any time:




	 	(A)	 	the Issuer shall make any
distributions to the holders of Common Stock; or






	 	(B)	 	the Issuer shall authorize the
granting to all holders of its Common Stock of rights to
subscribe for or purchase any shares of Capital Stock of any
class or other rights; or






	 	(C)	 	there shall be any
reclassification of the Capital Stock of the Issuer; or






	 	(D)	 	there shall be any capital
reorganization by the Issuer; or






	 	(E)	 	there shall be any (i)
consolidation or merger involving the Issuer or (ii) sale,
transfer or other disposition of all or substantially all of the
Issuer’s property, assets or business (except a merger or other
reorganization in which the Issuer shall be the surviving
corporation and its shares of Capital Stock shall continue to be
outstanding and unchanged and except a consolidation, merger,
sale, transfer or other disposition involving a wholly-owned
Subsidiary) or (iii) any other Major Transaction; or






	 	(F)	 	there shall be a voluntary or
involuntary dissolution, liquidation or winding-up of the Issuer
or any partial liquidation of the Issuer or distribution to
holders of Common Stock;





then, in each of such cases, the Issuer shall give written notice to the Holder of the date on
which (i) the books of the Issuer shall close or a record shall be taken for such dividend,
distribution or subscription rights or (ii) such reorganization, reclassification, consolidation,
merger, disposition, dissolution, liquidation or winding-up, as the case may be, shall take place.
Such notice also shall specify the date as of which the holders of Common Stock of record shall
participate in such dividend, distribution or subscription rights, or shall be entitled to exchange
their certificates for Common Stock for securities or other property deliverable upon such
reorganization, reclassification, consolidation, merger, disposition, dissolution, liquidation or
winding-up, as the case may be. Such notice shall be given at least twenty (20) days prior to the
action in question and not less than ten (10) days prior to the record date or the date on which
the Issuer’s transfer books are closed in respect thereto. This Warrant entitles the Holder to
receive copies of all financial and other information distributed or required to be distributed to
the holders of the Common Stock.



11. Amendment and Waiver. Any term, covenant, agreement or condition in this Warrant
may be amended, or compliance therewith may be waived (either generally or in a particular instance
and either retroactively or prospectively), by a written instrument or written instruments executed
by the Issuer and the Majority Holders; provided, however, that no such amendment
or waiver shall reduce the Warrant Share Number, increase the Warrant Price, shorten the period
during which this Warrant may be exercised or modify any provision of this Section 11 without the
consent of the Holder of this Warrant. No consideration shall be offered or paid to any person to
amend or consent to a waiver or modification of any provision of this Warrant unless the same
consideration is also offered to all holders of the Warrants.



12. Governing Law; Jurisdiction. This Warrant shall be governed by and construed in
accordance with the internal laws of the State of New York, without giving effect to any of the
conflicts of law principles which would result in the application of the substantive law of another
jurisdiction. This Warrant shall not be interpreted or construed with any presumption against the
party causing this Warrant to be drafted. The Issuer and the Holder agree that venue for any
dispute arising under this Warrant will lie exclusively in the state or federal courts located in
New York County, New York, and the parties irrevocably waive any right to raise forum non
conveniens or any other argument that New York is not the proper venue. The Issuer and the Holder
irrevocably consent to personal jurisdiction in the state and federal courts of the state of New
York. The Issuer and the Holder consent to process being served in any such suit, action or
proceeding by mailing a copy thereof to such party at the address in effect for notices to it under
this Warrant and agrees that such service shall constitute good and sufficient service of process
and notice thereof. Nothing in this Section 12 shall affect or limit any right to serve process in
any other manner permitted by law. The Issuer and the Holder hereby agree that the prevailing
party in any suit, action or proceeding arising out of or relating to this Warrant or the Purchase
Agreement, shall be entitled to reimbursement for reasonable legal fees from the non-prevailing
party.



13. Notices. Any and all notices or other communications or deliveries required or
permitted to be provided hereunder shall be in writing and shall be deemed given and effective on
the earlier of (i) the date of transmission, if such notice or communication is delivered via
facsimile at the facsimile telephone number specified for notice prior to 5:00 p.m., eastern time,
on a Trading Day, (ii) the Trading Day after the date of transmission, if such notice or
communication is delivered via facsimile at the facsimile telephone number specified for notice
later than 5:00 p.m., eastern time, on any date and earlier than 11:59 p.m., eastern time, on such
date, (iii) the Trading Day following the date of mailing, if sent by overnight delivery by a
nationally recognized overnight courier service or (iv) actual receipt by the party to whom such
notice is required to be given. The addresses for such communications shall be with respect to the
Holder of this Warrant or of Warrant Stock issued pursuant hereto, addressed to such Holder at its
last known address or facsimile number appearing on the books of the Issuer maintained for such
purposes, or with respect to the Issuer, addressed to:



Verticalnet, Inc.



400 Chester Field Parkway



Malvern, PA 19355



Attention: Legal



Tel. No.: (610) 640-8030




Fax No.: (610) 240-9470



	 	 	 
	with copies (which copies

shall not constitute notice

to the Issuer) to:

	 	



Morgan, Lewis & Bockius LLP

1701 Market Street

Philadelphia, PA 19103

Attention: James W. McKenzie, Jr.

Tel. No.: (215) 963-5134

Fax No.: (215) 963-5001






Copies of notices to the Holder shall be sent to Proskauer Rose LLP, 1585 Broadway, New York, New
York 10036, Attention: Adam Kansler, Esq., Tel. No.: (212) 969-3000, Fax. No.: (212) 969-2900. Any
party hereto may from time to time change its address for notices by giving at least ten (10) days
written notice of such changed address to the other party hereto.



14. Warrant Agent. The Issuer may, by written notice to each Holder of this Warrant,
appoint an agent having an office in New York, New York for the purpose of issuing shares of
Warrant Stock on the exercise of this Warrant pursuant to subsection (b) of Section 2 hereof,
exchanging this Warrant pursuant to subsection (d) of Section 2 hereof or replacing this Warrant
pursuant to subsection (d) of Section 3 hereof, or any of the foregoing, and thereafter any such
issuance, exchange or replacement, as the case may be, shall be made at such office by such agent.



15. Remedies. The Issuer stipulates that the remedies at law of the Holder of this
Warrant in the event of any default or threatened default by the Issuer in the performance of or
compliance with any of the terms of this Warrant are not and will not be adequate and that, to the
fullest extent permitted by law, such terms may be specifically enforced by a decree for the
specific performance of any agreement contained herein or by an injunction against a violation of
any of the terms hereof or otherwise.



16. Successors and Assigns. This Warrant and the rights evidenced hereby shall inure
to the benefit of and be binding upon the successors and assigns of the Issuer, the Holder hereof
and (to the extent provided herein) the Holders of Warrant Stock issued pursuant hereto, and shall
be enforceable by any such Holder or Holder of Warrant Stock.



17. Modification and Severability. If, in any action before any court or agency
legally empowered to enforce any provision contained herein, any provision hereof is found to be
unenforceable, then such provision shall be deemed modified to the extent necessary to make it
enforceable by such court or agency. If any such provision is not enforceable as set forth in the
preceding sentence, the unenforceability of such provision shall not affect the other provisions of
this Warrant, but this Warrant shall be construed as if such unenforceable provision had never been
contained herein.



18. Headings. The headings of the Sections of this Warrant are for convenience of
reference only and shall not, for any purpose, be deemed a part of this Warrant.



[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]






1






IN WITNESS WHEREOF, the Issuer has executed this Warrant as of the day and year first above
written.



VERTICALNET, INC.



By: /s/ Gene S. Godick     

Name: Gene S. Godick

Title: Executive Vice President and Chief Financial Officer




2




EXERCISE FORM




VERTICALNET, INC.




The undersigned      , pursuant to the provisions of the within Warrant, hereby elects to
purchase      shares of Common Stock of Verticalnet, Inc. covered by the within Warrant.



	 	 	 	 	 	 	 	 	 
	Dated: _________________
	 	Signature
	 	 	—	 
	 
	 	Address
	 	 	—	 






     



Number of shares of Common Stock beneficially owned or deemed beneficially owned by the Holder on
the date of Exercise:      



ASSIGNMENT




FOR VALUE RECEIVED,      hereby sells, assigns and transfers unto      
the within Warrant and all rights evidenced thereby and does irrevocably constitute and appoint
     , attorney, to transfer the said Warrant on the books of the within named corporation.



	 	 	 	 	 	 	 	 	 
	Dated: _________________
	 	Signature
	 	 	—	 
	 
	 	Address
	 	 	—	 






     



PARTIAL ASSIGNMENT




FOR VALUE RECEIVED,      hereby sells, assigns and transfers unto      
the right to purchase      shares of Warrant Stock evidenced by the within Warrant together
with all rights therein, and does irrevocably constitute and appoint      , attorney,
to transfer that part of the said Warrant on the books of the within named corporation.



	 	 	 	 	 	 	 	 	 
	Dated: _________________
	 	Signature
	 	 	—	 
	 
	 	Address
	 	 	—	 






     



FOR USE BY THE ISSUER ONLY:




This Warrant No. W-     canceled (or transferred or exchanged) this      day of      ,      ,
shares of Common Stock issued therefor in the name of      , Warrant No. W-     issued
for      shares of Common Stock in the name of      .



3




Schedule A




Warrantholders




	 	 	 	 	 
	Name	 	Warrant Stock
	Iroquois Master Fund, Ltd.
	 	 	822,250	 
	Alpha Capital AG
	 	 	357,500	 
	JGB Capital L.P.
	 	 	214,500	 
	Harborview Master Fund LP
	 	 	286,000	 
	Portside Growth and Opportunity Fund
	 	 	178,750	 
	Smithfield Fiduciary LLC
	 	 	357,500	 
	Bristol Investment Fund, Ltd.
	 	 	357,500	 
	Nite Capital LP
	 	 	178,750	 
	Castle Creek Technology Partners LLC
	 	 	715,000	 
	DKR Soundshore Oasis Holding Fund Ltd.
	 	 	357,500	 
	CAMOFI Master LDC
	 	 	357,500	 
	Whalehaven Capital Fund Limited
	 	 	357,500	 
	Platinum Long term Growth I, LLC
	 	 	178,750	 
	C.E. Unterberg, Towbin
	 	 	141,429	 







4