Exhibit 4.1
VERTICALNET,
INC.
Amendment No.1
to
Senior Secured Convertible Promissory Note
due July 2, 2007
Original Note No. Original
Principal Amount: $
Original Note Dated: August 16, 2005
Amendment No. 1 Dated: August 31, 2005
This AMENDMENT NO. 1 TO SENIOR
SECURED CONVERTIBLE PROMISSORY NOTE dated as of August 31,
2005 (this “ Amendment ”) is made and entered
into by and among Verticalnet, Inc., a Pennsylvania corporation
(the “ Maker ”), and the noteholder named on the
signature page hereto (the “ Holder ”). Holder
is the owner of that certain Senior Secured Convertible Promissory
Note due July 2, 2007 No.
in the principal amount
stated above (the “ Original Note ”).
BACKGROUND
WHEREAS, pursuant to that certain
Note and Warrant Purchase Agreement dated as of August 16,
2005 (the “ Purchase Agreement ”), by and among
the Maker and the Purchasers (as defined in the Purchase
Agreement), the Maker issued and sold to the Purchasers, and the
Purchasers purchased from the Maker, Senior Secured Convertible
Promissory Notes due July 2, 2007 (the “ Notes
”) in the aggregate principal amount of Six Million Six
Hundred Thousand Dollars ($6,600,000), which included the issuance
of the Original Note to the Holder;
WHEREAS, the Maker and the Holder
desire to amend the Original Note as set forth in this Amendment;
and
WHEREAS, contemporaneously with the
execution and delivery of this Amendment, the Maker is entering
into an amendment in form and substance identical with this
Amendment with each Purchaser to amend each of the Notes issued by
the Maker.
NOW, THEREFORE, the parties hereto
agree as follows:
AGREEMENT
1. Section 3.4(c) of
Original Note shall be amended and restated in its entirety as
follows:
“(c) Notwithstanding anything to the contrary set forth
herein, the Maker shall not be obligated to issue in excess of an
aggregate of 9,468,758 shares of Common Stock upon conversion of
the Notes, which number of shares shall be subject to adjustment
pursuant to Sections 3.6(a)(i) through (iv) (such number of
shares, the “ Issuable Maximum ”). The Issuable
Maximum equals 19.99% of the number of shares of Common Stock
outstanding immediately prior to the Issuance Date. If on any
Conversion Date (A) the Conversion Price then in effect is
such that the aggregate number of shares of Common Stock to be
issued on such Conversion Date when added with the number of share
of Common Stock previously issued upon conversion of the Notes
would
