EX-10.1






NOTE PURCHASE AGREEMENT




NOTE PURCHASE AGREEMENT (the “Agreement”), dated as of May 15, 2007, by and among Verticalnet,
Inc., a Pennsylvania corporation, with headquarters located at 400 Chester Field Parkway, Malvern,
Pennsylvania 19355 (the "Company”), and the investors listed on the Schedule of Buyers attached
hereto (individually, a “Buyer” and collectively, the “Buyers”). All capitalized terms used herein
and not defined herein have the respective meanings provided therefor in the Notes (as defined
below).



WHEREAS:



A. The Company has authorized the sale and issuance of a new series of junior unsecured
subordinated notes, in the form attached hereto as Exhibit A (as amended or modified from
time to time, collectively, the “Notes”).



B. Each Buyer wishes to purchase, and the Company wishes to sell, upon the terms and
conditions stated in this Agreement, that aggregate principal amount of Notes set forth opposite
such Buyer’s name in column (3) on the Schedule of Buyers (which aggregate principal amount for all
Buyers shall be $600,000).



NOW, THEREFORE, the Company and each Buyer hereby agree as follows:



1. PURCHASE AND SALE OF NOTES.



(a) Purchase of Notes. On the Closing Date, the Company shall issue and sell to each
Buyer, and each Buyer agrees to purchase from the Company, on the Closing Date (as defined below),
the principal amount of Notes set forth opposite such Buyer’s name in column (3) on the Schedule of
Buyers.



(b) Closing. The date and time of the Closing (the “Closing Date”) shall be 10:00
a.m., New York City time, on a date mutually agreed to by the Company and Buyers, such Closing Date
to be as soon as practicable following satisfaction (or waiver) of the conditions to the Closing
set forth in Sections 5 and 6 below at the offices of Morgan, Lewis & Bockius LLP, 1701 Market
Street, Philadelphia, PA 19103.



(c) Purchase Price. The aggregate purchase price for the Notes to be purchased by
each Buyer at the Closing (the “Purchase Price”) shall be the amount set forth opposite such
Buyer’s name in column (4) of the Schedule of Buyers.



(d) Form of Payment. On the Closing Date, (i) each Buyer shall pay its Purchase Price
to the Company for the Notes to be issued and sold to such Buyer at the Closing, by wire transfer
of immediately available funds in accordance with the Company’s written wire instructions, and
(ii) the Company shall deliver to each Buyer the Notes (in the principal amounts as such Buyer
shall request) which such Buyer is then purchasing, duly executed on behalf of the Company and
registered in the name of such Buyer or its designee.



2. BUYER’S REPRESENTATIONS AND WARRANTIES.



Each Buyer represents and warrants with respect to only itself that:



(a) No Public Sale or Distribution. Such Buyer is acquiring the Notes for its own
account and not with a view towards, or for resale in connection with, the public sale or
distribution thereof, except pursuant to sales registered or exempted under the Securities Act of
1933, as amended (the “1933 Act”); provided, however, that by making the
representations herein, such Buyer does not agree to hold any of the Notes for any minimum or other
specific term and reserves the right to dispose of the Notes at any time in accordance with or
pursuant to a registration statement or an exemption under the 1933 Act.



(b) Accredited Investor Status. Such Buyer is an “accredited investor” as that term
is defined in Rule 501(a) of Regulation D of the 1933 Act.



(c) Reliance on Exemptions. Such Buyer understands that the Notes are being offered
and sold to it in reliance on exemptions from the registration requirements of United States
federal and state securities laws and that the Company is relying in part upon the truth and
accuracy of, and such Buyer’s compliance with, the representations, warranties, agreements,
acknowledgments and understandings of such Buyer set forth herein in order to determine the
availability of such exemptions and the eligibility of such Buyer to acquire the Notes.



(d) Information. Such Buyer and its advisors, if any, have been furnished with all
materials relating to the business, finances and operations of the Company and materials relating
to the offer and sale of the Notes that have been requested by such Buyer. Such Buyer and its
advisors, if any, have been afforded the opportunity to ask questions of the Company. Neither such
inquiries nor any other due diligence investigations conducted by such Buyer or its advisors, if
any, or its representatives shall modify, amend or affect such Buyer’s right to rely on the
Company’s representations and warranties contained herein. Such Buyer understands that its
investment in the Notes involves a high degree of risk. Such Buyer has sought such accounting,
legal and tax advice as it has considered necessary to make an informed investment decision with
respect to its acquisition of the Notes.



(e) No Governmental Review. Such Buyer understands that no United States federal or
state agency or any other government or governmental agency has passed on or made any
recommendation or endorsement of the Notes or the fairness or suitability of the investment in the
Notes nor have such authorities passed upon or endorsed the merits of the offering of the Notes.



(f) Transfer or Resale. Such Buyer understands that: (i) the Notes have not been and
are not being registered under the 1933 Act or any state securities laws, and may not be offered
for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) such
Buyer shall have delivered to the Company an opinion, in generally acceptable form, of counsel
selected by the Buyer and reasonably satisfactory to the Company, to the effect that such Notes to
be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from
such registration, or (C) such Buyer provides the Company with reasonable assurance that such Notes
can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933
Act (or a successor rule thereto) (collectively, “Rule 144”); (ii) any sale of the Notes may
require compliance with some other exemption under the 1933 Act or the rules and regulations of the
United States Securities and Exchange Commission (the “SEC”) thereunder; and (iii) the Company is
under no obligation to register the Notes under the 1933 Act or any state securities laws or to
comply with the terms and conditions of any exemption thereunder.



(g) Legends. Such Buyer understands that the instruments representing the Notes shall
bear any legend that is required by the “blue sky” laws of any state and a restrictive legend in
substantially the following form (and a stop-transfer order may be placed against transfer of such
stock certificates):




NEITHER THE ISSUANCE NOR THE SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAS BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES
LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE
ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR (B) AN OPINION IN A GENERALLY ACCEPTABLE FORM OF COUNSEL, WHICH
COUNSEL SHALL BE SELECTED BY THE HOLDER AND BE REASONABLY ACCEPTABLE TO THE ISSUER, THAT
REGISTRATION IS NOT REQUIRED UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES
MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING
ARRANGEMENT SECURED BY THE SECURITIES. ANY TRANSFEREE OF THIS NOTE SHOULD CAREFULLY REVIEW
THE TERMS OF THIS NOTE.



(h) Authorization; Validity; Enforcement. Such Buyer has the requisite power and
authority to enter into and perform its obligations under this Agreement, the Notes, and each of
the other agreements entered into by the parties hereto in connection with the transactions
contemplated by the Transaction Documents (as defined below). This Agreement has been, and when
the other Transaction Documents to which such Buyer is a party are executed and delivered in
accordance with the terms and conditions contemplated hereby and thereby, such documents shall have
been, duly and validly authorized, executed and delivered on behalf of such Buyer and shall
constitute the legal, valid and binding obligations of such Buyer enforceable against such Buyer in
accordance with their respective terms, except as such enforceability may be limited by general
principles of equity or to applicable bankruptcy, insolvency, reorganization, fraudulent
conveyance, moratorium, liquidation and other similar laws relating to, or affecting generally, the
enforcement of applicable creditors’ rights and remedies.



(i) Residency. Such Buyer is a resident of the jurisdiction specified below its
address on the Schedule of Buyers.



3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. 



The Company represents and warrants to each of the Buyers that:



(a) Organization and Qualification. The Company is duly organized and validly
existing in good standing under the laws of the jurisdiction in which it was formed, and has the
requisite power and authority to own its properties and to carry on its business as now being
conducted.



(b) Authorization; Enforcement; Validity. The Company has the requisite power and
authority to enter into and perform its obligations under this Agreement and the Notes (together,
the “Transaction Documents”). The execution and delivery of the Transaction Documents to which the
Company is a party and the consummation by the Company of the transactions contemplated hereby and
thereby have been duly authorized by the Company’s Board of Directors and no further filing,
consent or authorization is required by the Company, its Board of Directors or its stockholders.
This Agreement and the other Transaction Documents to which the Company is a party have been duly
executed and delivered by the Company, and constitute or, in the case of the Notes, will
constitute, the legal, valid and binding obligations of the Company, enforceable against the
Company in accordance with their respective terms, except as such enforceability may be limited by
general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium,
fraudulent conveyance, liquidation or similar laws relating to, or affecting generally, the
enforcement of applicable creditors’ rights and remedies.



(c) Offer of Notes. The offer by the Company of the Notes is exempt from registration
under the 1933 Act.



(d) No Conflicts. The execution, delivery and performance of the Transaction
Documents to which the Company is a party and the consummation by the Company of the transactions
contemplated hereby and thereby will not (i) result in a violation of any articles of
incorporation, certificate of formation, any certificate of designations or other constituent
documents of the Company or any of its “Subsidiaries” (which for purposes of this Agreement means
any entity of which the Company, directly or indirectly, owns or controls a majority of the shares
of capital stock or holds or controls a majority of all equity or similar interests then
outstanding), any capital stock of the Company or any of its Subsidiaries, or the bylaws of the
Company or any of its Subsidiaries or (ii) except for the consent of the holder of the Senior
Subordinated Indebtedness (as defined in the Notes), conflict with, or constitute a default (or an
event which with notice or lapse of time or both would become a default) under, or give to others
any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or
instrument to which the Company or any of its Subsidiaries is a party, or (iii) result in a
violation of any law, rule, regulation, order, judgment or decree (including federal and state
securities laws and regulations) applicable to the Company or any of its Subsidiaries or by which
any property or asset of the Company or any of its Subsidiaries is bound or affected.



(e) Consents. Except for the consent of the holder of the Senior Subordinated
Indebtedness, the Company is not required to obtain any consent, authorization or order of, or make
any filing or registration with, any court, governmental agency or any regulatory or
self-regulatory agency or any other Person in order for it to execute, deliver or perform any of
its obligations under or contemplated by the Transaction Documents to which it is a party, in each
case in accordance with the terms hereof or thereof, other than any filing required to be made by
the Company following the Closing with the SEC and related state securities law filings.



(f) No General Solicitation; Placement Agent’s Fees. None of the Company, any of its
affiliates, or any Person acting on its or their behalf, has engaged in any form of general
solicitation or general advertising (within the meaning of Regulation D of the 1933 Act) in
connection with the offer or sale of the Notes. The Company shall be responsible for the payment
of any placement agent’s fees, financial advisory fees, or brokers’ commissions (other than for
persons engaged by any Buyer or its investment advisor) relating to or arising out of the
transactions contemplated hereby. The Company shall pay, and hold each Buyer harmless against, any
liability, loss or expense (including, without limitation, attorney’s fees and out-of-pocket
expenses) arising in connection with any such claim. The Company has not engaged any placement
agent or other agent in connection with the sale of the Notes.



(g) No Integrated Offering. None of the Company, its Subsidiaries, any of their
affiliates, or any Person acting on their behalf has, directly or indirectly, made any offers or
sales of any security or solicited any offers to buy any security, under circumstances that would
require registration of any of the Notes under the 1933 Act or cause this offering of the Notes to
be integrated with prior offerings by the Company for purposes of the 1933 Act.



(h) Ranking of Notes. Except for the Senior Indebtedness (as defined in the Notes),
and the Senior Subordinated Indebtedness, as of the date hereof no Indebtedness of the Company or
any of its Subsidiaries, at the Closing, is senior to the Notes in right of payment, whether with
respect of payment or redemptions, interest, damages or upon liquidation or dissolution or
otherwise, excluding (i) the obligations of the Company or its Subsidiaries under any lease of real
or personal property by such Person as lessee which is required under GAAP to be capitalized on
such Person’s balance sheet and (ii) Indebtedness permitted by clause (v) of the definition of
“Permitted Lien” set forth in the Notes.



4. COVENANTS; REGISTER; TRANSFER OF NOTES.



(a) Disclosure of Transactions and Other Material Information. On or before 8:30
a.m., on the fourth Business Day following the Closing Date, the Company shall file a Current
Report on Form 8-K, in each case, describing the terms of the transactions contemplated by the
Transaction Documents in the form required by the Securities Exchange Act of 1934, as amended (the
"8-K Filing”). The Company shall be entitled, without the prior approval of any Buyer, to make any
press release or other public disclosure with respect to such transactions (i) in substantial
conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by
applicable law and regulations (provided that in the case of clause (i) the Buyers shall be
consulted by the Company in connection with and given an opportunity to review and comment on any
such press release or other public disclosure prior to its release).



(b) Conversion Rights. Immediately prior to or simultaneously with a Subsequent
Financing (as defined below), the principal amount and unpaid interest on the Notes as of the date
thereof shall automatically convert, without any further action on the part of the Buyer (or a
subsequent holder in the event of transfer of any Note) or the Company, in accordance with the
terms and conditions of the Notes, into Subsequent Shares (as defined below). “Subsequent Shares”
means any shares of the Company’s Common Stock, par value $0.01 per share (“Common Stock”), shares
of its Preferred Stock, par value $0.01 per share (“Preferred Stock”), or any other securities
convertible into or exercisable or exchangeable for Common Stock or Preferred Stock. “Subsequent
Financing” means the closing of financing transaction pursuant to which the Company sells
Subsequent Shares and receives aggregate gross proceeds that equal to not less than $1,000,000
(including the conversion of the principal amount and interest due under the Notes) prior to the
earlier of: (i) the Maturity Date (as defined in the Notes) or (ii) the repayment by the Company of
the principal amount and all accrued and unpaid interest on the Notes.



(c) Register. The Company shall maintain at its principal executive offices (or such
other office or agency as it may designate by notice to each holder of Notes), a register for the
Notes, in which the Company shall record the name and address of the Person in whose name the Notes
have been issued (including the name and address of each transferee) and the principal amount of
Notes held by such Person. The Company shall keep the register open and available at all times
during business hours for inspection of any Holder or its legal representatives.



(d) Transfer of Notes. If a Buyer effects a sale, assignment or transfer of the Notes
in accordance with Section 2(f) hereof, the Company shall permit the transfer and shall promptly
issue one or more Notes to the applicable Buyer in such name and in such denominations as specified
by such Buyer to effect such sale, transfer or assignment. The Company acknowledges that a breach
by it of its obligations hereunder will cause irreparable harm to a Buyer. Accordingly, the
Company acknowledges that the remedy at law for a breach of its obligations under this Section 4(d)
will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the
provisions of this Section 4(d), that a Buyer shall be entitled, in addition to all other available
remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and
transfer, without the necessity of showing economic loss and without any bond or other security
being required.



5. CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL.



The obligation of the Company hereunder to issue and sell the Notes to each Buyer at the
Closing is subject to the satisfaction, at or before the Closing Date, of each of the following
conditions, provided that these conditions are for the Company’s benefit and may be waived by the
Company at any time in their discretion by providing each Buyer with prior written notice thereof:



(a) Such Buyer shall have executed this Agreement and delivered the same to the Company.



(b) Such Buyer and each other Buyer shall have delivered to the Company the Purchase Price for
the Notes being purchased by such Buyer at the Closing by wire transfer of immediately available
funds pursuant to the wire instructions provided by the Company.



(c) The representations and warranties of such Buyer shall be true and correct in all material
respects as of the date when made and as of the Closing Date as though made at that time (except
for representations and warranties that speak as of a specific date), and such Buyer shall have
performed, satisfied and complied in all material respects with the covenants, agreements and
conditions required by this Agreement to be performed, satisfied or complied with by such Buyer at
or prior to the Closing Date.



(d) The Company shall have received the consent of the holder of the Senior Subordinated
Indebtedness.



6. CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE.



The obligation of each Buyer hereunder to purchase the Notes at the Closing is subject to the
satisfaction, at or before the Closing Date, of each of the following conditions, provided that
these conditions are for each Buyer’s sole benefit and may be waived by such Buyer at any time in
its sole discretion by providing the Company with prior written notice thereof:



(a) The Company shall have executed and delivered to such Buyer (i) each of the Transaction
Documents and (ii) the Notes (in such principal amounts as such Buyer shall request) being
purchased by such Buyer at the Closing pursuant to this Agreement.



(b) The Company shall have delivered to such Buyer evidence of the Company’s subsistence under
the laws of the Commonwealth of Pennsylvania.



(c) The representations and warranties of the Company shall be true and correct in all
material respect as of the date when made and as of the Closing Date as though made at that time
(except for representations and warranties that speak as of a specific date) and the Company shall
have performed, satisfied and complied in all material respects with the covenants, agreements and
conditions required by the Transaction Documents to be performed, satisfied or complied with by the
Company at or prior to the Closing Date.



7. MISCELLANEOUS.



(a) Governing Law; Jurisdiction; Jury Trial. The Company and the Buyers irrevocably
consent to the exclusive jurisdiction of the United States federal courts and the state courts
located in the County of Philadelphia, Commonwealth of Pennsylvania, in any suit or proceeding
based on or arising under this Agreement or the Notes and irrevocably agree that all claims in
respect of such suit or proceeding may be determined in such courts. The Company and the Buyers
irrevocably waive the defense of an inconvenient forum to the maintenance of such suit or
proceeding in such forum. The Company and the Buyers further agree that service of process upon
such party mailed by first class mail shall be deemed in every respect effective service of process
upon such party in any such suit or proceeding. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT
MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR
IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.



(b) Counterparts. This Agreement may be executed in two or more identical
counterparts, all of which shall be considered one and the same agreement and shall become
effective when counterparts have been signed by each party and delivered to the other party;
provided that a facsimile signature or a signature delivered as a “pdf” attachment to an electronic
message shall be considered due execution and shall be binding upon the signatory thereto with the
same force and effect as if the signature were an original, not a facsimile or “pdf” signature.



(c) Headings. The headings of this Agreement are for convenience of reference and
shall not form part of, or affect the interpretation of, this Agreement.



(d) Severability. If any provision of this Agreement shall be invalid or
unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the
validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity
or enforceability of any provision of this Agreement in any other jurisdiction.



(e) Entire Agreement; Amendments. This Agreement supersedes all other prior oral or
written agreements between the Buyers, the Company, their affiliates and Persons acting on their
behalf with respect to the matters discussed herein, and this Agreement and the instruments
referenced herein contain the entire understanding of the parties with respect to the matters
covered herein and therein and, except as specifically set forth herein or therein, neither the
Company nor any Buyer makes any representation, warranty, covenant or undertaking with respect to
such matters. No provision of this Agreement may be amended other than by an instrument in writing
signed by the Company and the holders of at least 66-2/3% of the aggregate principal amount of
Notes to be issued hereunder, and any amendment to this Agreement made in conformity with the
provisions of this Section 7(e) shall be binding on all Buyers and holders of Notes, as applicable.
No such amendment shall be effective to the extent that it applies to less than all of the holders
of the applicable Notes then outstanding. No consideration shall be offered or paid to any Person
to amend or consent to a waiver or modification of any provision of any of the Transaction
Documents unless the same consideration also is offered to all holders of Notes. The Company has
not, directly or indirectly, made any agreements with any Buyers relating to the terms or
conditions of the transactions contemplated by the Transaction Documents except as set forth in the
Transaction Documents.



(f) Notices. Any notices, consents, waivers or other communications required or
permitted to be given under the terms of this Agreement must be in writing and will be deemed to
have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by
facsimile (provided confirmation of transmission is mechanically or electronically generated and
kept on file by the sending party); or (iii) one Business Day after deposit with an overnight
courier service, in each case properly addressed to the party to receive the same. The addresses
and facsimile numbers for such communications shall be:



	 	 	 	 	 
	If to the Company:
	 	 	 	 
	Verticalnet, Inc.
	 	 	 	 
	400 Chester Field Parkway

	Malvern, PA 19355
Telephone:
	 	 	(610) 640-8030	 
	Facsimile:
	 	 	(610) 240-9470	 
	Attention:
	 	Legal








Copy to:



	 	 	 	 	 
	Morgan, Lewis & Bockius LLP

	1701 Market Street
Philadelphia, PA 19103
Telephone:
	 	 	(215) 963-5134	 
	Facsimile:
	 	 	(215) 963-5001	 
	Attention:
	 	James W. McKenzie, Jr.







If to a Buyer, to its address and facsimile number set forth on the Schedule of Buyers, with
copies to such Buyer’s representatives as set forth on the Schedule of Buyers, or to such other
address and/or facsimile number and/or to the attention of such other Person as the recipient party
has specified by written notice given to each other party five days prior to the effectiveness of
such change. Written confirmation of receipt (A) given by the recipient of such notice, consent,
waiver or other communication, (B) mechanically or electronically generated by the sender’s
facsimile machine containing the time, date, recipient facsimile number and an image of the first
page of such transmission (C) provided by an overnight courier service shall be rebuttable evidence
of personal service, receipt by facsimile or receipt from an overnight courier service in
accordance with clause (i), (ii) or (iii) above, respectively.



(g) Successors and Assigns. This Agreement shall be binding upon and inure to the
benefit of the parties and their respective successors and assigns, including any purchasers of the
Notes. The Company shall not assign this Agreement or any rights or obligations hereunder without
the prior written consent of the Buyers, including by way of a Fundamental Transaction (as defined
in the Notes) (unless the Company is in compliance with the applicable provisions governing
Fundamental Transactions set forth in the Notes). A Buyer may assign some or all of its rights
hereunder without the consent of the Company, in which event such assignee shall be deemed to be a
Buyer hereunder with respect to such assigned rights.



(h) No Third Party Beneficiaries. This Agreement is intended for the benefit of the
parties hereto and their respective permitted successors and assigns, and is not for the benefit
of, nor may any provision hereof be enforced by, any other Person, except to the extent set forth
in Section 7(k) below.



(i) Survival. The representations and warranties of the Company and the Buyers
contained in Sections 2 and 3 and the agreements and covenants set forth in Sections 4 and 7 shall
survive the Closing.



(j) Further Assurances. Each party shall do and perform, or cause to be done and
performed, all such further acts and things, and shall execute and deliver all such other
agreements, certificates, instruments and documents, as any other party may reasonably request in
order to carry out the intent and accomplish the purposes of this Agreement and the consummation of
the transactions contemplated hereby.



(k) No Strict Construction. The language used in this Agreement will be deemed to be
the language chosen by the parties to express their mutual intent, and no rules of strict
construction will be applied against any party.



(l) Remedies. Each Buyer and each holder of the Notes shall have all rights and
remedies set forth in the Transaction Documents and all rights and remedies which such holders have
been granted at any time under any other agreement or contract and all of the rights which such
holders have under any law. Any Person having any rights under any provision of this Agreement
shall be entitled to enforce such rights specifically (without posting a bond or other security),
to recover damages by reason of any breach of any provision of this Agreement and to exercise all
other rights granted by law. Furthermore, the Company recognizes that in the event that it fails
to perform, observe, or discharge any or all of its obligations under the Transaction Documents,
any remedy at law may prove to be inadequate relief to the Buyers. The Company therefore agrees
that the Buyers shall be entitled to seek temporary and permanent injunctive relief in any such
case without the necessity of proving actual damages and without posting a bond or other security.



(m) Payment Set Aside. To the extent that the Company makes a payment or payments to
the Buyers hereunder or pursuant to any of the other Transaction Documents or the Buyers enforce or
exercise their rights hereunder or thereunder, and such payment or payments or the proceeds of such
enforcement or exercise or any part thereof are subsequently invalidated, declared to be fraudulent
or preferential, set aside, recovered from, disgorged by or are required to be refunded, repaid or
otherwise restored to the Company, a trustee, receiver or any other Person under any law
(including, without limitation, any bankruptcy law, foreign, state or federal law, common law or
equitable cause of action), then to the extent of any such restoration the obligation or part
thereof originally intended to be satisfied shall be revived and continued in full force and effect
as if such payment had not been made or such enforcement or setoff had not occurred.



[Signature Page Follows]




1



IN WITNESS WHEREOF, each Buyer and the Company have caused their respective signature page to
this Note Purchase Agreement to be duly executed as of the date first written above.



	 
	 

	COMPANY:

	 

	VERTICALNET, INC.

By: /s/ Christopher G. Kuhn

	 

	Name: Christopher G. Kuhn

Title: Vice President and General Counsel

	 







2




[Buyer’s Counterpart Signature Page to Note Purchase Agreement]




	 
	 

	BUYER:

	 

	     

Name:

	Address:

	     

     

Fax:      

Attn:      








3