exv10w1



 





Exhibit 10.1





AMENDED AND RESTATED VOTING AGREEMENT, dated as of November
20, 2007 (the “Agreement”), by and among BRAVOSOLUTION S.P.A., a
corporation organized under the laws of Italy (“Parent”),
VERTICALNET, INC., a Pennsylvania corporation (the “Company”), and
each of the shareholders of the Company listed on Schedule I
to this Agreement (each, a “Shareholder” and, collectively, the
“Shareholders”).



RECITALS




     WHEREAS, as of the date hereof, each Shareholder is the record and beneficial owner of the
number of shares (the “Shares”) of Series B Preferred Stock, par value $.01 per share, of the
Company (the “Company Preferred Stock”) set forth opposite such Shareholder’s name on Schedule
I attached hereto (such Shares, together with any other shares of capital stock of the Company
set forth on Schedule I attached hereto, and any other shares of capital stock acquired by
such Shareholder after the date hereof and during the term of this Agreement (including through the
exercise of any stock options, warrants, convertible preferred stock, or any other convertible or
exchangeable securities or similar instruments of the Company), being collectively referred to
herein as such Shareholder’s “Subject Shares”);



     WHEREAS, Parent, BRAVOSOLUTION U.S.A., INC., a Pennsylvania corporation and a wholly-owned
subsidiary of Parent (“Merger Sub”), and the Company, entered into an Agreement and Plan of Merger,
dated as of October 25, 2007 (as it may be amended or supplemented from time to time, the “Merger
Agreement”), pursuant to which, upon the terms and subject to the conditions thereof, Merger Sub
will be merged with and into the Company, and the Company will be the surviving entity (the
“Merger”) and a wholly-owned subsidiary of Parent;



     WHEREAS, concurrently with the execution and delivery of the Merger Agreement, and as a
condition and material inducement to the Company’s willingness to enter into the Merger Agreement,
Merger Sub entered into a Stock Purchase Agreement with the Company (the “Series C Preferred Stock
Purchase Agreement”), pursuant to the terms of which Merger Sub acquired from the Company on
October 31, 2007, 322,007 shares of the Company’s Series C Preferred Stock (the “Series C Preferred
Stock”);



     WHEREAS, concurrently with the execution and delivery of the Merger Agreement, and as a
condition and material inducement to Parent and Merger Sub’s willingness to enter into the Merger
Agreement and the Series C Preferred Stock Purchase Agreement, the Shareholders entered into a
voting agreement with the Company and Parent, dated as of October 25, 2007 (the “Existing Voting
Agreement”);



     WHEREAS, it was the intention of the parties to the Existing Voting Agreement that no more
than 19.99% of the Company’s outstanding voting power would be subject to Section 2(a), Section
2(b) and Section 7 of the Existing Voting Agreement;



     WHEREAS, the parties to the Existing Voting Agreement wish to amend the Existing Voting
Agreement such that, among others, the Subject Shares of MICHAEL J. HAGAN, an individual resident
in Newtown, Pennsylvania (“Hagan”), and MICHAEL P. McNULTY, an individual resident in Berwyn,
Pennsylvania (“McNulty”), are not subject to Sections 2(a), 2(b) and 7 of the Existing Voting
Agreement (and that any provision or interpretation to the contrary be void ab initio), and that
instead, Hagan and McNulty grant an irrevocable proxy to the Company to vote their Subject Shares,
in connection with the Merger and any other extraordinary corporate transaction, in a manner that
the Company, acting through its Board of Directors, determines in its sole discretion;



     WHEREAS, in addition, the parties to the Existing Voting Agreement wish to amend the Existing
Voting Agreement to (i) revoke all prior proxies given by Hagan and McNulty with respect to their
Subject Shares, (ii) provide for a grant of an irrevocable proxy of Hagan and McNulty’s Subject
Shares to the Company to vote, in connection with the Merger and any other extraordinary corporate
transaction, in a manner that the Company, acting through its Board of Directors, determines in its
sole discretion, and (iii) reflect the issuance of the Series C Preferred Stock and the subsequent
dilution of the percentage of voting stock outstanding of each of the Shareholders.



     NOW, THEREFORE, the parties hereto hereby agree to amend and restate the Existing Voting
Agreement, and the Existing Voting Agreement is hereby amended and restated in its entirety as
follows:



 









 





          Section 1. Defined Terms. Capitalized terms used but not defined herein have the
meanings set forth in the Merger Agreement.




          Section 2. Voting of Shares.




          (a) Voting. For so long as this Agreement is in effect, each Shareholder (other than
Hagan and McNulty) hereby agrees to vote (or cause to be voted) all of such Shareholder’s Subject
Shares, at every annual, special or other meeting of the shareholders of the Company, and at any
adjournment or adjournments thereof, or pursuant to any consent in lieu of a meeting or otherwise:




               (i) in favor of the Merger and the Merger Agreement and adoption of the Plan of Merger,
substantially in the form attached hereto as Exhibit A (the “Plan of Merger”), and the
approval of the other transactions contemplated thereby, and any actions required in furtherance
thereof, including, any class vote from the holders of Company Preferred Stock;



               (ii) against any action or agreement that such Shareholder would reasonably expect to result
in a breach in any material respect of any covenant, representation or warranty or any other
obligation of the Company under the Merger Agreement; and



               (iii) against (A) any extraordinary corporate transaction, such as a merger, rights offering,
reorganization, recapitalization or liquidation involving the Company or any of its subsidiaries
(other than the Merger), (B) a sale or transfer of a material amount of assets or capital stock of
the Company or any of its subsidiaries or (C) any action that is intended, or would reasonably be
expected, to prevent or materially delay or otherwise interfere with the Merger and the other
transactions contemplated by the Merger Agreement.



          (b) Grant of Irrevocable Proxy to Parent. Each Shareholder hereby irrevocably grants
to, and appoints, Parent and any individual who shall hereafter be designated by Parent, and each
of them, such Shareholder’s proxy and attorney-in-fact (with full power of substitution), for and
in the name, place and stead of such Shareholder, to vote, or cause to be voted, such Shareholder’s
Subject Shares, or grant a consent or approval in respect of such Shareholder’s Subject Shares, at
every annual, special or other meeting of the shareholders of the Company, and at any adjournment
or adjournments thereof, or pursuant to any consent in lieu of a meeting or otherwise, with respect
to the matters and in the manner specified in Section 2(a) hereof; provided that the
foregoing proxy shall terminate immediately upon termination of this Agreement in accordance with
its terms. Each Shareholder understands and acknowledges that Parent is entering into the Merger
Agreement in reliance upon the Shareholders’ execution and delivery of this Agreement. Each
Shareholder hereby affirms that the irrevocable proxy set forth in this Section 2(b) is
given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is
given to secure the performance of the duties of such Shareholder under this Agreement. Subject to
this Section 2(b), this grant of proxy is coupled with an interest and may under no
circumstances be revoked. Each Shareholder hereby ratifies and confirms all actions that any proxy
appointed or designated pursuant to this Section 2(b) may lawfully do or cause to be done
in accordance herewith. Such irrevocable proxy is executed and intended to be irrevocable in
accordance with the provisions of Section 1759 of the Pennsylvania Business Corporation Law of
1988, as amended. Upon the execution hereof, all prior proxies given by each Shareholder with
respect to the Shares are hereby revoked and, for so long as this Agreement is in effect, no
subsequent proxies will be given. All references to “Shareholder” in this Section 2(b)
refers in each instance, for purposes of this Section 2(b) only, to all Shareholders other
than Hagan and McNulty whose proxy is given exclusively pursuant to Section 2(d) hereof.




          (c) Grant of Irrevocable Proxy by Parent. Notwithstanding any other provision of this
Agreement to the contrary, it is intended that, and Parent hereby agrees that, Parent shall not
have and exercise voting rights under this Agreement with respect to any Shareholder’s Subject
Shares, if and to the extent such rights, when taken together with voting rights exercisable by
Parent or any of its Affiliates with respect to any other Shares or shares of capital stock of the
Company, would allow Parent to have voting rights with respect to 20% or more of the outstanding
voting capital stock of the Company (any such excess shares, the “Excess Shares”). Parent hereby
irrevocably grants to, and appoints, the Company and any individual who shall hereafter be
designated by the Company, and each of them, Parent’s proxy and attorney-in-fact (with full power
of substitution), for and in the name, place and stead of Parent, to vote, or cause to be voted,
the Excess Shares, or grant a consent or approval in respect thereof, at every annual, special or
other meeting of the shareholders of the Company, and at any adjournment or adjournments thereof,
or pursuant to any consent in lieu of a meeting or otherwise, with respect to




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any matters requiring the vote, consent or approval of such shareholders; provided that the
foregoing proxy shall be exercised as the Company, acting through its Board of Directors,
determines in its sole discretion. Parent hereby affirms that the irrevocable proxy set forth in
this Section 2(c) is given in connection with the execution of the Merger Agreement.
Subject to this Section 2(c), this grant of proxy is coupled with an interest and may under
no circumstances be revoked. Parent hereby ratifies and confirms all actions that any proxy
appointed or designated hereby may lawfully do or cause to be done in accordance herewith. Such
irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of
Section 1759 of the PBCL.




          (d) Grant of Irrevocable Proxy to the Company. Each of Hagan and McNulty hereby,
severally and not jointly, irrevocably grants to, and appoints, the Company and any individual who
shall hereafter be designated by the Company, and each of them, such Shareholder’s proxy and
attorney-in-fact (with full power of substitution), for and in the name, place and stead of such
Shareholder, to vote, or cause to be voted, such Shareholder’s Subject Shares, or grant a consent
or approval in respect of such Shareholder’s Subject Shares, at every annual, special or other
meeting of the shareholders of the Company, and at any adjournment or adjournments thereof, or
pursuant to any consent in lieu of a meeting or otherwise, with respect to (i) the Merger and the
Merger Agreement and adoption of the Plan of Merger, and the other transactions contemplated
thereby, and any actions required in furtherance thereof, including, any class vote from the
holders of Company Preferred Stock; (ii) (A) any extraordinary corporate transaction, such as a
merger, rights offering, reorganization, recapitalization or liquidation involving the Company or
any of its subsidiaries (other than the Merger), or (B) a sale or transfer of a material amount of
assets or capital stock of the Company or any of its subsidiaries; and (iii) any other related
matters requiring the vote, consent or approval of such Shareholder; provided that the foregoing
proxy shall terminate immediately upon termination of this Agreement in accordance with its terms;
and provided further that the foregoing proxy shall be exercised as the Company, acting through its
Board of Directors, determines in its sole discretion. Each of Hagan and McNulty, severally and
not jointly, understands and acknowledges that Parent is entering into the Merger Agreement in
reliance upon their execution and delivery of this Agreement. Subject to this Section
2(d), this grant of proxy is coupled with an interest and may under no circumstances be
revoked. Each of Hagan and McNulty, severally and not jointly, hereby ratifies and confirms all
actions that any proxy appointed or designated hereby may lawfully do or cause to be done in
accordance herewith. Such irrevocable proxy is executed and intended to be irrevocable in
accordance with the provisions of Section 1759 of the Pennsylvania Business Corporation Law of
1988, as amended. Upon the execution hereof, all prior proxies given by Hagan and McNulty with
respect to the Shares are hereby revoked and, for so long as this Agreement is in effect, no
subsequent proxies will be given.




          Section 3. Dissenters’ Rights. Each Shareholder (other than Hagan and McNulty) hereby
waives, and agrees not to, for so long as this Agreement is in effect, exercise or assert, any
dissenters rights or similar rights under Section 1571(b)(2)(ii) of the Pennsylvania Business
Corporation Law of 1988, as amended, 15 Pa. C.S. §§ 1101, et seq. (“PBCL”), in connection with the
Merger.




          Section 4. Fiduciary Responsibilities. No Shareholder executing this Agreement who is
or becomes during the term hereof a director or officer of the Company makes (or shall be deemed to
have made) any agreement or understanding herein in his or her capacity as such director or
officer. Without limiting the generality of the foregoing, each Shareholder signs solely in his,
her or its capacity as the record and/or beneficial owner, as applicable, of such Shareholder’s
Subject Shares and nothing herein shall limit or affect any actions taken by such Shareholder (or a
designee of such Shareholder) in his or her capacity as an officer or director of the Company in
exercising his or her or the Company’s or the Company Board’s rights in connection with the Merger
Agreement or otherwise and such actions shall not be deemed to be a breach of this Agreement.




          Section 5. Representations and Warranties of Shareholder. Each Shareholder, severally
and not jointly, represents and warrants to Parent as follows:




          (a) Binding Agreement. Such Shareholder has the capacity to execute and deliver this
Agreement and to consummate the transactions contemplated hereby. Such Shareholder has duly and
validly executed and delivered this Agreement and this Agreement constitutes a legal, valid and
binding obligation of such Shareholder, enforceable against such Shareholder in accordance with its
terms, except as such enforceability may be limited by applicable bankruptcy, insolvency,
reorganization or other similar laws affecting creditors’ rights generally and by general equitable
principles (regardless of whether enforceability is considered in a proceeding in equity or at
law).




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          (b) No Conflict. Neither the execution and delivery of this Agreement by such
Shareholder, nor the performance by such Shareholder of its obligations hereunder will, (i) require
any consent, approval, authorization or permit of, registration, declaration or filing (except for
such filings as may be required under the federal securities laws or as would not reasonably be
expected to prevent, materially delay or otherwise materially impair such Shareholder’s ability to
perform its obligations hereunder) with, or notification to, any governmental entity, (ii) if such
Shareholder is an entity, result in a violation of, or default under, or conflict with any
provision of its certificate of incorporation, bylaws, partnership agreement, limited liability
company agreement or similar organizational documents, (iii) result in a violation or breach of, or
constitute (with or without due notice or lapse of time or both) a default (or give rise to any
right of termination, cancellation, or acceleration) under any contract, trust, agreement,
instrument, commitment, arrangement or understanding applicable to such Shareholder or such
Shareholder’s Subject Shares, or result in the creation of a security interest, lien, charge,
encumbrance, equity or claim with respect to any of such Shareholder’s Subject Shares, except, in
the case of clause (iii), as would not reasonably be expected to prevent, materially delay or
otherwise materially impair such Shareholder’s ability to perform its obligations hereunder, (iv)
require any consent, authorization or approval of any Person other than a governmental entity,
except, in the case of clause (iv), as would not reasonably be expected to prevent, materially
delay or otherwise materially impair such Shareholder’s ability to perform its obligations
hereunder or  (v) violate or conflict with any order, writ, injunction, decree, rule, regulation or
law applicable to such Shareholder or such Shareholder’s Subject Shares. If such Shareholder is a
married individual and such Shareholder’s Subject Shares constitute community property or otherwise
need spousal approval in order for this Agreement to be a legal, valid and binding obligation of
such Shareholder, this Agreement has been duly authorized, executed and delivered by, and
constitutes a legal, valid and binding obligation of, such Shareholder’s spouse, enforceable
against such spouse in accordance with its terms, except as such enforceability may be limited by
applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights
generally and by general equitable principles (regardless of whether enforceability is considered
in a proceeding in equity or at law).




          (c) Ownership of Shares. Such Shareholder is the record and beneficial owner of, and
has good, valid and marketable title to, the Shares set forth opposite such Shareholder’s name on
Schedule I attached hereto free and clear of any security interests, liens, charges,
encumbrances, equities, claims, options or limitations of whatever nature and free of any other
limitation or restriction (including any restriction on the right to vote, sell or otherwise
dispose of such Shares). There are no outstanding options or other rights to acquire from such
Shareholder, or obligations of such Shareholder to sell or to dispose of, any of such Shareholder’s
Shares, and none of such Shareholder’s Shares are subject to vesting. Such Shareholder holds
exclusive power to vote the Shares set forth opposite such Shareholder’s name on Schedule I
attached hereto. As of the date of this Agreement, the Shares set forth opposite such
Shareholder’s name on such Schedule I attached hereto represent all of the shares of
capital stock of the Company owned (beneficially or of record) by such Shareholder, except shares
of Company Common Stock which may be acquired by such Shareholder upon exercise of options, if any,
or conversion of the Series B Preferred Stock, if any, held by such Shareholder as set forth in
such Schedule.




          (d) Proxy Statement. Each Shareholder agrees that none of the information relating to
such Shareholder or his, her or its controlled Affiliates provided by or on behalf of such
Shareholder for inclusion in the Proxy Statement will, from the time the Proxy Statement is first
filed with the SEC to the time the Proxy Statement is first published, sent or given to
shareholders of the Company, contain any untrue statement of material fact or omit to state any
material fact required to be stated therein or necessary in order to make the statements therein,
in light of the circumstances under which they were made, not misleading.




          (e) Broker Fees. No broker, investment banker, financial advisor or other person is
entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission based
upon arrangements made by or on behalf of such Shareholder in connection with its entering into
this Agreement.




          Section 6. Representations and Warranties of Parent. Parent represents and warrants
to the Shareholders as follows:




          (a) Binding Agreement. Parent is a corporation duly incorporated, validly existing
and in good standing under the laws of the Republic of Italy and has full corporate power and
authority to execute and deliver this Agreement and to consummate the transactions contemplated
hereby. The execution and delivery of this Agreement by Parent and the consummation of the
transactions contemplated hereby have been duly and validly authorized by the Board of Directors of
Parent, and no other corporate proceedings on the part of Parent are necessary to authorize the
execution, delivery and performance of this Agreement by Parent and the consummation




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of the transactions contemplated hereby (except as described in Section 4.04 of the Merger
Agreement). Parent has duly and validly executed this Agreement and this Agreement constitutes a
legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its
terms, except as such enforceability may be limited by applicable bankruptcy, insolvency,
reorganization or other similar laws affecting creditors’ rights generally and by general equitable
principles (regardless of whether enforceability is considered in a proceeding in equity or at
law).




          (b) No Conflict. Neither the execution and delivery by Parent of this Agreement, nor
the performance by Parent of its obligations hereunder will, (i) require any consent, approval,
authorization or permit of, registration, declaration or filing (except for such filings as may be
required under the federal securities laws or as would not reasonably be expected to prevent,
materially delay or otherwise materially impair Parent’s ability to perform its obligations
hereunder) with, or notification to, any governmental entity, (ii) result in a violation of, or
default under, or conflict with any provision of its charter (atto costitutivo) and bylaws
(statuto), (iii) result in a violation or breach of, or constitute (with or without due notice or
lapse of time or both) a default (or give rise to any right of termination, cancellation, or
acceleration) under any contract, trust, agreement, instrument, commitment, arrangement or
understanding applicable to Parent, except, in the case of clause (iii), as would not reasonably be
expected to prevent, materially delay or otherwise materially impair Parent’s ability to perform
its obligations hereunder, (iv) require any consent, authorization or approval of any Person other
than a governmental entity, except, in the case of clause (iv), as would not prevent, materially
delay or otherwise materially impair such Parent’s ability to perform its obligations hereunder or
(v) violate or conflict with any order, writ, injunction, decree, rule, regulation or law
applicable to Parent.




          Section 7. Transfer and Other Restrictions. For so long as this Agreement is in
effect:




          (a) Certain Prohibited Transfers and Purchases. Each Shareholder agrees not to:




               (i) sell, transfer, exchange, pledge, encumber, assign or otherwise dispose (collectively, the
“Transfer”) of, or enter into any contract, option or other arrangement or understanding with
respect to the Transfer of, such Shareholder’s Subject Shares or any interest contained therein
(other than, if the transactions contemplated by the Merger Agreement are consummated, by operation
of law in the Merger);



               (ii) grant any proxies or powers of attorney or enter into a voting agreement or other
arrangement with respect to such Shareholder’s Subject Shares, other than this Agreement;



               (iii) enter into, or deposit such Shareholder’s Subject Shares into, a voting trust or take
any other action which would, or could reasonably be expected to, result in a diminution of the
voting power represented by any of such Shareholder’s Subject Shares;



               (iv) purchase, acquire or accept any shares of capital stock or other equity securities of the
Company or other securities exercisable for or convertible into shares of capital stock or equity
securities of the Company;



               (v) exercise any right to convert any of such Shareholder’s Subject Shares into shares of
Company Common Stock, pursuant to the Description and Designation of Series B Preferred Stock (the
“Statement of Designation”), including Section 6(a) thereof;



               (vi) exercise any right of first refusal to purchase shares of the Company’s capital stock,
warrants or any other securities of the Company, pursuant to the Stock and Warrant Purchase
Agreement, dated as of June 1, 2007, by and among the Company and the purchasers listed therein,
including the Shareholder (the “Series B Purchase Agreement”), including Section 3.1(t) thereof; or



               (vii) commit or agree to take any of the foregoing actions.



          (b) Waiver of Rights. Each Shareholder hereby waives any and all rights such
Shareholder has or may acquire under the Statement of Designation to convert any of such
Shareholder’s Subject Shares into shares of Company Common Stock, to receive any dividends or other
payments, to receive any notices and to purchase shares of Company Common Stock, including without
limitation: (i) any rights under Sections 6(a) and 6(i) of the Statement of Designation to convert
any of such Shareholder’s Subject Shares into shares of Company Common




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Stock using a reduced Conversion Value (as defined in the Statement of Designation) if the
Company fails to complete a Subsequent Financing (as defined in the Statement of Designation) on or
before December 31, 2007; (ii) any rights under Sections 6(a) and 6(g) of the Statement of
Designation to convert any of such Shareholder’s Subject Shares into shares of Company Common
Stock using a reduced Conversion Value if the Company issues additional shares of Company Common
Stock or rights, warrants, options, or other securities convertible into or exchangeable or
exercisable for shares of such Company Common Stock prior to April 15, 2008; (iii) any right under
Section 6(b) of the Statement of Designation to receive an amount equal to the aggregate
Liquidation Preference (as defined in the Statement of Designation) or to convert any of such
Shareholder’s Subject Shares into shares of Company Common Stock arising from the Company’s
execution or performance of the Merger Agreement; and (iv) any rights under Section 3.1(t) of the
Series B Purchase Agreement to purchase shares of the Company’s capital stock, warrants or any
other security of the Company upon the Company’s sale and issuance to Parent or any of its
Affiliates of Series C Preferred Stock or any other securities of the Company.




          (c) Consideration. Each Shareholder hereby acknowledges and agrees that the only
consideration payable in respect of such Shareholder’s Subject Shares shall be as set forth in the
Plan of Merger.




          (d) Efforts. For so long as this Agreement is in effect, each Shareholder agrees not
to take any action which would make any representation or warranty of such Shareholder herein
untrue or incorrect in any material respect or knowingly take any action that would have the effect
of preventing or disabling it from performing its obligations under this Agreement. Subject to
Section 4 hereof, for so long as this Agreement is in effect, each Shareholder shall use
such Shareholder’s reasonable efforts to take, or cause to be taken, all actions (including
executing and delivering such additional documents) and do, or cause to be done, and to assist and
cooperate with the other parties hereto in doing, all things, in each case, as may reasonably be
deemed by Parent to be necessary or desirable to carry out the provisions of this Agreement.




          (e) Additional Shares. In the event (i) of any stock dividend, stock split,
recapitalization, reclassification, combination or exchange of shares of capital stock of the
Company on, of or affecting any Shareholder’s Subject Shares or (ii) any Shareholder becomes the
beneficial owner of any additional shares of capital stock of the Company or other securities
entitling the holder thereof to vote or give consent with respect to the matters set forth in
Section 2(a) hereof, then the terms of this Agreement shall apply to the shares of capital
stock or other securities of the Company held by such Shareholder immediately following the
effectiveness of the events described in clause (i) or such Shareholder becoming the beneficial
owner thereof, as described in clause (ii), as though they were such Shareholder’s Subject Shares
hereunder. Each Shareholder hereby agrees, while this Agreement is in effect, to notify Parent of
the number of any new shares of capital stock of the Company acquired by such Shareholder, if any,
after the date hereof.




          Section 8. No Solicitation. For so long as this Agreement is in effect, no
Shareholder shall, nor shall such Shareholder permit any investment banker, attorney or other
advisor or representative of such Shareholder to, directly or indirectly through another Person,
solicit, initiate or encourage, or take any other action to facilitate, any inquiries or the making
of any proposal that constitutes, or may reasonably be expected to lead to, any Acquisition
Proposal; provided that any action which is permitted by the Merger Agreement to be taken by a
Shareholder in his or her capacity as a director or officer or which is permitted by Section
4 hereof shall not be prohibited by the foregoing; and provided further that this Section
8 shall not apply to Hagan or McNulty.




          Section 9. Specific Enforcement. The parties hereto agree that irreparable damage
would occur in the event that any of the provisions of this Agreement were not performed in
accordance with the terms hereof or were otherwise breached and that the non-breaching party shall
be entitled to specific performance of the terms hereof in addition to any other remedy which may
be available at law or in equity. It is accordingly agreed that the non-breaching party will be
entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce
specifically the terms and provisions of this Agreement in any state or federal court located in
New York, New York, Borough of Manhattan, the foregoing being in addition to any other remedy to
which they are entitled at law or in equity. In addition, each of the parties hereto (i) consents
to submit itself to the exclusive jurisdiction of any state or federal court located in New York,
New York, Borough of Manhattan, in the event any dispute arises out of this Agreement or any of the
transactions contemplated by this Agreement, (ii) agrees that it will not attempt to deny or defeat
such personal jurisdiction by motion or other request for leave from any such court, and (iii)
agrees that it will not bring any action relating to this Agreement or any of the transactions
contemplated by this Agreement in any court other than a state or federal court located in New
York, New York, Borough of Manhattan. EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST
EXTENT




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PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY
LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.




          Section 10. Termination. This Agreement shall terminate and cease to have any force
or effect on the earlier of (i) the termination of the Merger Agreement in accordance with its
terms, (ii) the written agreement of the parties hereto to terminate this Agreement, or (iii) at
the option of any Shareholder, the execution or granting of any amendment, modification, change or
waiver with respect to the Merger Agreement or the Plan of Merger subsequent to the date of this
Agreement that results in a decrease in the price to be paid with respect to such Shareholder’s
Subject Shares as set forth in the Plan of Merger; provided, however, that (x) Sections 11
(Notices), 13 (Entire Agreement), 14 (Amendment), 15 (Successors and
Assigns), 16 (Execution in Counterparts; Effectiveness), 17 (Governing Law),
18 (Severability), 19 (Interpretation) and 20 (Shareholder Obligations Several
and Not Joint) shall survive any termination of this Agreement and (y) termination of this
Agreement shall not relieve any party from liability for any breach of its obligations hereunder
committed prior to such termination.




          Section 11. Notices. All notices and other communications hereunder shall be in
writing and shall be deemed to have been duly given if delivered personally, mailed by certified
mail (return receipt requested) or sent by overnight carrier or by telecopier (upon confirmation of
receipt) to the parties at the following addresses or at such other as shall be specified by the
parties by like notice: (i) if to Parent or the Company, to the appropriate address set forth in
Section 10.05 of the Merger Agreement; and (ii) if to a Shareholder, to the appropriate address set
forth on Schedule I hereto.




          Section 12. Certain Events. Each Shareholder agrees that this Agreement and the
obligations hereunder shall attach to such Shareholder’s Subject Shares and shall be binding upon
any person or entity to which legal or beneficial ownership of such Shareholder’s Subject Shares
shall pass, whether by operation of law or otherwise, including such Shareholder’s heirs,
guardians, administrators or successors.




          Section 13. Entire Agreement. This Agreement (including the documents and instruments
referred to herein) constitutes the entire agreement and supersedes all other prior agreements and
understandings, both written and oral, among the parties, or any of them, with respect to the
subject matter hereof.




          Section 14. Amendment. This Agreement may not be modified, amended, altered or
supplemented except upon the execution and delivery of a written agreement executed by Parent, the
Shareholders and (with respect to any provisions setting forth rights or obligations of the Company
only) the Company; provided that, with respect to the obligations of any individual Shareholder
under this Agreement, this Agreement may be amended with the approval of such Shareholder and
Parent notwithstanding the failure to obtain the approval of other Shareholders.




          Section 15. Successors and Assigns. This Agreement shall not be assigned by operation
of law or otherwise without the prior written consent of the other parties hereto. This Agreement
will be binding upon, inure to the benefit of and be enforceable by each party and such party’s
heirs, beneficiaries, executors, successors, representatives and permitted assigns.




          Section 16. Execution in Counterparts; Effectiveness. This Agreement may be executed
in any number of counterparts and by different parties hereto in separate counterparts, and
delivered by means of facsimile transmission or otherwise, each of which when so executed and
delivered shall be deemed to be an original and all of which when taken together shall constitute
one and the same agreement. This Agreement shall become effective when counterparts hereof
executed by, or on behalf of, each of the parties hereto shall have been received by Parent.




          Section 17. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS,
INCLUDING VALIDITY, INTERPRETATION AND EFFECT, BY THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING
EFFECT TO THE PROVISIONS THEREOF RELATING TO CONFLICTS OF LAW), OTHER THAN TO THE EXTENT
PENNSYLVANIA LAW GOVERNS THE MERGER, THE VALIDITY OF THE VOTING AGREEMENT AND THE GRANT OF
IRREVOCABLE PROXY SET FORTH HEREIN.




7









 








          Section 18. Severability. If any provision of this Agreement shall be held to be
illegal, invalid or unenforceable under any applicable law, then such contravention or invalidity
shall not invalidate the entire Agreement. Such provision shall be deemed to be modified to the
extent necessary to render it legal, valid and enforceable, and if no such modification shall
render it legal, valid and enforceable, then this Agreement shall be construed as if not containing
the provision held to be invalid, and the rights and obligations of the parties shall be construed
and enforced accordingly.




          Section 19. Interpretation. The headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or interpretation of this
Agreement. This Agreement has been freely and fairly negotiated among the parties. If an
ambiguity or question of intent or interpretation arises, this Agreement will be construed as if
drafted jointly by the parties and no presumption or burden of proof will arise favoring or
disfavoring any party because of the authorship of any provision of this Agreement. Any reference
to any applicable law will be deemed to refer to such law as in effect on the date hereof and all
rules and regulations promulgated thereunder, unless the context requires otherwise. The words
“include,” “includes,” and “including” will be deemed to be followed by “without limitation.”
Pronouns in masculine, feminine, and neuter genders will be construed to include any other gender,
and words in the singular form will be construed to include the plural and vice versa, unless the
context otherwise requires. The words “this Agreement,” “herein,” “hereof,” “hereby,” “hereunder,”
and words of similar import refer to this Agreement as a whole and not to any particular
subdivision unless expressly so limited.




          Section 20. Shareholder Obligations Several and Not Joint. The obligations of each
Shareholder hereunder shall be several and not joint and no Shareholder shall be liable for any
breach of the terms of this Agreement by any other Shareholder.




8









 








          IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be signed,
individually or by its respective officer thereunto duly authorized, as of the date first written
above.




	 	 	 	 	 
	 	BRAVOSOLUTION S.P.A.

 	 
	 	By:  	/s/ Federico Vitaletti
 	 
	 	 	Name:  	Federico Vitaletti 	 
	 	 	Title:  	Chief Executive Officer 	 
	 
	 	VERTICALNET, INC.

 	 
	 	By:  	/s/
Christopher Kuhn
 	 
	 	 	Name:  	Christopher Kuhn 	 
	 	 	Title:  	Vice President and General Counsel 	 



9









 






	 	 	 	 	 



	 	 	 	 	 
	 	RUXTON VENTURES LLC

 	 
	 	By:  	/s/ Mark L. Walsh
 	 
	 	 	Name:  	Mark L. Walsh 	 
	 	 	Title:  	Managing Partner 	 
	 
	 	HELLER CAPITAL INVESTMENTS

 	 
	 	By:  	/s/ Ronald Heller
 	 
	 	 	Name:  	Ronald Heller 	 
	 	 	Title:  	CIO 	 
	 
	 	OCTAGON CAPITAL PARTNERS

 	 
	 	By:  	/s/ Stera Hess
 	 
	 	 	Name:  	Stera Hess 	 
	 	 	Title:  	General Partner 	 
	 
	 	ACT CAPITAL PARTNERS, L.P.

 	 
	 	By:  	/s/ Amir L Ecker
 	 
	 	 	Name:  	Amir L Ecker 	 
	 	 	Title:  	General Partner 	 
	 



	 	 	 
	/s/ Michael J. Hagan

	 	/s/ Joyce Hagan
	 

	 	 
	Michael J. Hagan

	 	Spouse
	 
	 	 
	/s/ Michael P. McNulty

	 	/s/ Denise McNulty
	 

	 	 
	Michael P. McNulty

	 	Spouse
	 
	 	 
	/s/ Nathanael V. Lentz

	 	/s/ Suzanne Lentz
	 

	 	 
	Nathanael V. Lentz

	 	Spouse
	 
	 	 
	/s/ Amir L Ecker

	 	/s/ Maria Ecker
	 

	 	 
	Amir L Ecker

	 	Spouse
	 
	 	 
	/s/ Jacqueline Chakejian

	 	/s/ Richard Chakejian
	 

	 	 
	Jacqueline Chakejian

	 	Spouse
	 
	 	 
	/s/ David S. Nagelberg

	 	/s/ Linda Nagelberg
	 

	 	 
	David S. Nagelberg CGM IRA Custodian

	 	Spouse






10









 






SCHEDULE I TO

VOTING AGREEMENT




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Number of Shares of	 	Number of Other	 	 
	 	 	Company Preferred	 	Shares of Company	 	Percentage of Voting
	Name and Address of Shareholder	 	Stock	 	Stock	 	Stock Outstanding1
	Nathanael V. Lentz
	 	 	200,000	 	 	 	4,679	 	 	 	0.93	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Ruxton Ventures LLC
	 	 	200,000	 	 	 	0	 	 	 	0.74	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Michael J. Hagan2
	 	 	1,000,000	 	 	 	4,010	 	 	 	3.88	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Michael P. McNulty2
	 	 	1,000,000	 	 	 	383	 	 	 	3.74	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Heller Capital Investments
	 	 	4,000,000	 	 	 	0	 	 	 	7.03	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Amir L. Ecker
	 	 	300,000	 	 	 	0	 	 	 	1.12	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	ACT Capital Partners, L.P.
	 	 	500,000	 	 	 	0	 	 	 	1.86	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Jacquline Chakejian
	 	 	400,000	 	 	 	0	 	 	 	1.49	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Octagon Capital Partners
	 	 	100,000	 	 	 	0	 	 	 	0.37	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	David S. Nagelberg CGM IRA
	 	 	1,000,000	 	 	 	0	 	 	 	3.72	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Total
	 	 	8,700,000	 	 	 	9,072	 	 	 	17.27	%3
	 
	 	 	 	 	 	 	 	 	 	 	 	 







 




			
	1	 	Based on 2,542,309 shares outstanding, which is comprised of (i)
1,610,845 shares of common stock, (ii) 623,875 shares of Series B Preferred
entitled to vote pursuant to the Voting Cap set forth in Series B Designation
of Rights, and (iii) 307,589 shares of Series C Preferred entitled to vote
pursuant to the Voting Cap set forth in Series C Designation of Rights.
	 
	2	 	Such Shareholder is not subject to Section 2(a),
Section 2(b) or Section 8 of this Agreement.
	 
	3	 	Based on the shares outstanding that are subject to Section
2(a), Section 2(b) and Section 8 of this Agreement.




11









 




EXHIBIT
A




PLAN
OF MERGER




PLAN OF MERGER




OF




BRAVOSOLUTION U.S.A., INC.

(a Pennsylvania corporation)




WITH AND INTO




VERTICALNET, INC.

(a Pennsylvania corporation)




     This PLAN OF MERGER (the “Plan of Merger”) is dated as of October                     , 2007
by and among BravoSolution S.P.A., a corporation organized under the laws of Italy
(“Bravo”), BravoSolution U.S.A., Inc., a Pennsylvania corporation and a wholly-owned
subsidiary of Bravo (“BravoSolution”), and Verticalnet, Inc., a Pennsylvania corporation
(the “Company”, and together with each of Bravo and BravoSolution, each a “Party”
and collectively, the “Parties”).



RECITALS




     WHEREAS, the Parties are parties to that certain Agreement of Merger, dated as of October 
, 2007 (the “Merger Agreement”) by and among the Company, BravoSolution and Bravo;
and



     WHEREAS, pursuant to the Merger Agreement, at the closing of the Merger (the
“Closing”), BravoSolution will merge with and into the Company (the “Merger”) with
the Company as the surviving corporation (the “Surviving Corporation ”); and



     WHEREAS, the Board of Directors of each of the Company and BravoSolution has approved and
adopted the Plan of Merger in accordance with the Pennsylvania Business Corporation Law of 1988, as
amended (“PBCL”).



     NOW, THEREFORE, the Parties, in consideration of the mutual covenants herein contained and
intending to be legally bound, agree as follows:



     1. Parties to Merger. Bravo, BravoSolution and the Company shall effect the Merger in
accordance with and subject in all respects to the terms and conditions of the Merger Agreement. In
the event of any conflict between the Plan of Merger and the Merger Agreement, the Merger Agreement
shall govern.



     2. Merger; Governing Law. At the Effective Time (as defined in Section 3 hereof),
upon compliance with the applicable provisions of the PBCL, BravoSolution shall be merged with and
into the Company with the Company as the Surviving Corporation, and the separate existence of
BravoSolution shall cease. The Surviving Corporation shall continue to be governed by the laws of
the Commonwealth of Pennsylvania.



     3. Filing and Effective Time. On the date of the Closing, the Parties shall file
Articles of Merger with the Department of State of the Commonwealth of Pennsylvania in accordance
with Section 1926 of the PBCL. The Merger shall become effective upon filing of the Articles of
Merger with the Department of State of the Commonwealth of Pennsylvania or at such subsequent date
and time as Bravo and the Company shall agree and as shall be specified in the Articles of Merger
in accordance with the relevant provisions of the PBCL (the “Effective Time”).



     4. Articles of Incorporation. At the Effective Time, the Articles of Incorporation of
the Company shall be amended and restated to read in their entirety as the Articles of
Incorporation of BravoSolution as in effect immediately prior to the Effective Time and, as so
amended, shall be the Articles of Incorporation of the Surviving Corporation after the Effective
Time until thereafter amended in accordance therewith and with applicable law, and



 









 




the Surviving Corporation shall continue to be a corporation organized and governed by the
laws of the Commonwealth of Pennsylvania.




     5. Bylaws. At the Effective Time, the Bylaws of BravoSolution as in effect
immediately prior to the Effective Time shall be the Bylaws of the Surviving Corporation until
thereafter altered, amended or repealed in the manner therein provided or provided by applicable
law.



     6. Board of Directors and Officers. At the Effective Time, the directors of
BravoSolution immediately prior to the Effective Time shall be the directors of the Surviving
Corporation and, unless otherwise directed by Bravo in writing, the officers of the Company
immediately prior to the Effective Time will be the officers of the Surviving Corporation; each
such director and officer shall hold office until their respective successors are duly elected and
qualified or until their death resignation or removal, in accordance with the Articles of
Incorporation and Bylaws of the Surviving Corporation and applicable law.



     7. Effect of Merger. At the Effective Time, the Merger shall have the effect set
forth in Section 1929 of the PBCL and any other applicable provision of the PBCL.



     8. Merger Consideration. At the Closing, by virtue of the Merger and without any
action by the holder thereof, (a) each outstanding share of the Company’s common stock, par value
$0.01 per share (the “Company Common Stock”), issued and outstanding immediately prior to
the Effective Time, other than shares held directly or indirectly by the Company, BravoSolution or
Bravo, will be converted into the right to receive $2.56 per share in cash, without interest (the
“Common Consideration”), and (b) each outstanding share of Series B Preferred Stock (the
“Series B Preferred Stock”) issued and outstanding immediately prior to the Effective Time,
other than shares held directly or indirectly by the Company, will be converted into the right to
receive either $0.38750 or $0.26875 per share in cash (in accordance with Section 10 below),
without interest (the “Series B Consideration” and, together with the Common Consideration,
the “Merger Consideration”).



     9. Effect on Stock. At the Effective Time by virtue of the Merger and without any
action on the part of the holder thereof, (a) each share of Company Common Stock held by the
Company as treasury stock and each share of Company Common Stock and Series C Preferred Stock owned
directly or indirectly by BravoSolution or Bravo immediately prior to the Effective Time, if any,
shall be canceled and retired and shall cease to exist, and no payment or distribution shall be
made or delivered with respect thereto, and each holder of a certificate which immediately prior to
the Effective Time represented such share (a “Certificate”) shall thereafter cease to have
any rights with respect to such share; (b) each share of common stock, par value $0.01 per share,
of BravoSolution issued and outstanding immediately prior to the Effective Time shall be converted
into one share of common stock, par value $0.01 per share, of the Surviving Corporation; and (c) if
prior to the Effective Time, the Company should split, combine or otherwise reclassify any shares
of Company Common Stock or Series B Preferred Stock (collectively, the “Shares”), or pay a
stock dividend or other stock distribution on any of the Shares, or otherwise change any of the
Shares into any other securities, or make any other such stock dividend or distribution in capital
stock of the Company in respect of any of the Shares, then the Merger Consideration payable for any
of such Shares pursuant to this item or the next will be appropriately adjusted to reflect such
split, combination, dividend or other distribution or change



     10. Treatment of Series B Preferred Stock.



          (a) Each share of the Company’s Series B Preferred Stock issued and outstanding immediately
prior to the Effective Time held by the Investor Purchasers (as defined in the Company’s
Description and Designation of Series B Preferred Stock) shall be cancelled and automatically
converted into the right to receive $0.38750 per share in cash.




          (b) Each share of the Company’s Series B Preferred Stock issued and outstanding immediately
prior to the Effective Time held by the Non-Investor Purchasers (as defined in the Company’s
Description and Designation of Series B Preferred Stock) issued shall be cancelled and
automatically converted into the right to receive $0.26875 per share in cash.




 









 








     11. Counterparts. This Plan of Merger may be executed in two or more counterparts,
each of which will be deemed an original but all of which together will constitute one and the same
instrument, and delivered by means of a facsimile or portable document format (pdf) transmission.
This Plan of Merger will become effective when one or more counterparts have been signed by each of
the parties and delivered to the other parties. For purposes of determining whether a party has
signed this Plan of Merger or any document contemplated hereby or any amendment or waiver hereof,
only a handwritten original signature on a paper document or a facsimile copy of such a handwritten
original signature shall constitute a signature, notwithstanding any applicable law relating to or
enabling the creation, execution or delivery of any contract or signature by electronic means.



 









 





          IN WITNESS WHEREOF, each party has caused this Plan of Merger to be duly executed as of the
date first written above.



	 	 	 	 	 
	 	BRAVOSOLUTION, S.P.A.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	BRAVOSOLUTION U.S.A., INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	VERTICALNET, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title: