GUARANTY AND SURETYSHIP AGREEMENT

Exhibit 10.27

GUARANTY AND SURETYSHIP AGREEMENT

THIS GUARANTY AND SURETYSHIP AGREEMENT (this “Agreement” ) made as of the 19th day of December, 2006, by and among the domestic subsidiaries of VERTICALNET, INC., each designated as “Guarantors” on the signature lines hereto (together with their successors and permitted assigns and any other person or entity that becomes a Guarantor hereunder pursuant to Section 5 hereof, jointly and severally, the “Guarantors” or, individually, a “Guarantor” ), in favor of RADCLIFFE SPC, LTD. FOR AND ON BEHALF OF THE CLASS A CONVERTIBLE CROSSOVER SEGREGATED PORTFOLIO (together with its successors and assigns, the “Noteholder” ). Capitalized terms used herein but not otherwise defined shall have the same meaning ascribed to them in the Purchase Agreement (as defined below).

WHEREAS, Verticalnet, Inc., a Pennsylvania corporation (together with its successors and permitted assigns, the “Borrower” ), has issued a promissory note to the Noteholder (the “Note” ) pursuant to a Note Purchase Agreement, dated as of May 15, 2006 (the “ Purchase Agreement ”), by and among the Borrower and the Noteholder; and

WHEREAS, to induce the Noteholder to enter into the Purchase Agreement and as set forth in Section 14(g) of the Note, the Borrower agreed to cause the Guarantors to execute and deliver this Agreement for the benefit of the Noteholder.

Accordingly, each Guarantor, intending to be legally bound, hereby agrees with the Noteholder as follows.

NOW THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1.1 Guaranty of Payment . The Guarantors hereby jointly and severally agree to act as surety for the Guaranteed Obligations (as defined in Section 1.2 below), and irrevocably and unconditionally guaranty to the Noteholder that the Guaranteed Obligations shall be paid in full when due and payable, whether at the stated or accelerated maturity thereof or upon any mandatory or voluntary prepayment or otherwise.

1.2 Definition of “Guaranteed Obligations” . For purposes of this Agreement, the term “Guaranteed Obligations” shall mean any obligations under the Note but in any event, shall include, without limitation, any amounts due from time to time in respect of (a) principal and interest thereon under the Note and (b) fees or other amounts payable under the Note. Notwithstanding the definition of “Guaranteed Obligations” herein, the liability of each Guarantor hereunder is limited to an amount equal to (x) the amount that would render this guaranty void, voidable or unenforceable against such Guarantor’s creditors or creditors’ representatives under any applicable fraudulent conveyance, fraudulent transfer or similar act or under Section 544 or 548 of the Bankruptcy Code of 1978, as amended, minus (y) $1.00 (one U.S. Dollar).

1.3 Obligations of Guarantors Absolute, Etc . The obligations of the Guarantors hereunder shall be absolute and unconditional. Each Guarantor, jointly and severally, guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the agreement, instrument or document giving rise to such Guaranteed Obligations, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any such terms or the rights of the Noteholder with respect thereto. The liability of the Guarantors hereunder shall be absolute and unconditional irrespective of:

(a) any lack of validity or enforceability of any Transaction Document;

(b) any change in the time, manner or place of payment of the Guaranteed Obligations;

(c) any amendment or modification of or supplement to the Transaction Documents (including, without limitation, any amendment which would increase the amount of the Guaranteed Obligations), or any furnishing or acceptance of any security, or any release of any security or the release of any Person’s obligations (including without limitation, any Guarantor, the Borrower or any pledgor), with respect to the Guaranteed Obligations;

(d) any waiver, consent, extension, indulgence or other action or inaction under or in respect of any such instrument, document or agreement or any exercise or non-exercise of any right, remedy, power or privilege under or in respect of any such instrument;

(e) any counterclaim, setoff, recoupment or defense based upon any claim any Guarantor, the Borrower or any pledgor may have against the Noteholder;

(f) any bankruptcy, insolvency, reorganization, arrangement, readjustment, composition, liquidation or similar proceeding with respect to the Borrower, any Affiliate of the Borrower or any Guarantor or their respective properties or creditors;

(g) any invalidity or unenforceability, in whole or in part, of any term hereof or of the Transaction Documents;

(h) any failure on the part of the Borrower or any Affiliate or any Person that may have been an Affiliate for any reason to perform or comply with any term of the Transaction Documents; or

(i) any other occurrence whatsoever, whether similar or dissimilar to the foregoing.

1.4 Continuing Guaranty . This guaranty and suretyship is an absolute, unconditional, present and continuing guaranty and suretyship of payment and is in no way conditional or contingent; it shall remain in full force and effect until terminated pursuant to Section 7 below.

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1.5 Joint and Several Liability . Each and every representation, warranty, covenant and agreement made by the Guarantors, or any of them, under this Agreement shall be and constitute joint and several obligations of all of the Guarantors, whether or not so expressly stated herein.

1.6 Waivers . Each Guarantor hereby waives, to the fullest extent permitted by applicable law, (a) all presentments, demands for performance, notice of non-performance, protests, notices of protests and notices of dishonor in connection with the Guaranteed Obligations or any agreement relating thereto; (b) notice of acceptance of this Agreement; (c) any requirement of diligence or promptness on the part of the Noteholder in the enforcement of its rights hereunder or under the Transaction Documents; (d) any enforcement of any present or future agreement or instrument relating directly or indirectly to the Guaranteed Obligations; (e) notice of any of the matters referred to in subsection 1.3 hereof; (f) notices of every kind and description which may be required to be given by any statute or rule of law; and (g) any defense of any kind which it may now or hereafter have with respect to its liability under this Agreement to the fullest extent permitted by law. Without limiting the foregoing, the Noteholder shall not be required to make any demand upon, or to pursue or exhaust any rights or remedies against the Borrower, any other Guarantor or any other Person, or against the collateral security, for the Guaranteed Obligations. No failure on the part of the Noteholder to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law. Each Guarantor hereby agrees that it will not enforce or otherwise exercise or claim or assert any rights of subrogation or contribution against any Person with respect to the Guaranteed Obligations or any security therefor unless and until all the Guaranteed Obligations are paid in full.

The Guarantors shall at all times constitute all of the direct and indirect Subsidiaries of Borrower, excluding any Subsidiary which is formed or incorporated in a jurisdiction other than a state of the United States, Puerto Rico or the United States Virgin Islands (such Subsidiary, a “Foreign Subsidiary” ). Any Person which becomes such a Subsidiary after the date hereof (excluding any Foreign Subsidiary) shall become a Guarantor hereunder, and the Borrower shall cause such Person to signify its acceptance of the terms hereof by execution and delivery to the Noteholder of one or more counterparts of the Joinder hereto, appropriately dated.

Each Guarantor hereby pledges and gives to the Noteholder a lien and security interest for the amount of the Guaranteed Obligations upon and in the balance of any account maintained by such Guarantor with the Noteholder or any other liability of the Noteholder to such Guarantor.

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7.1 Termination of Guaranty Obligations of All Guarantors . At such time as all the Guaranteed Obligations have been indefeasibly paid and/or performed in full, then the guaranty provided for herein and this Agreement shall ter