Exhibit 10.29
AMENDMENT NUMBER 2 TO SENIOR
SUBORDINATED DISCOUNT NOTE
This Amendment Number 2 to Senior
Subordinated Discount Note (this “ Amendment Number 2
”) dated as of March 28, 2007, is made and entered into by
and between Verticalnet, Inc., a Pennsylvania corporation (the
“ Company ”), and Radcliffe SPC, Ltd. for and on
behalf of the Class A Convertible Crossover Segregated
Portfolio (the “ Holder ”). Capitalized terms
used but not defined herein shall have the meanings ascribed to
such terms in the Senior Subordinated Discount Note dated
May 16, 2006 issued by the Company in favor of the Holder (the
“ Original Note ”).
WHEREAS, the Original Note was in
the aggregate principal amount of $5,300,000 and had a maturity
date of the earlier of (i) November 18, 2007,
(ii) the date on which any Fundamental Transaction is
consummated or (iii) such earlier time as provided in the
Original Note;
WHEREAS, on December 20, 2006,
the Company and the Holder executed a Amendment Number 1 to Senior
Subordinated Discount Note (the “ Amendment Number 1
”), whereby, among other things, the Original Note was
amended to increase the aggregate principal amount of the Original
Note from $5,300,000 to $5,500,000 and simultaneously extend the
maturity date of the Original Note to the earlier of
(i) April 1, 2008, (ii) the date on which any
Fundamental Transaction is consummated or (iii) such earlier
time as provided in the Original Note (the Original Note as amended
pursuant to the Amendment Number 1 is hereinafter referred to as
the “ Amended Note ”);
WHEREAS, the Company and the Holder
desire to (i) amend the Amended Note to (a) provide
Verticalnet with the unilateral option to further extend the
maturity date of the Amended Note to September 30, 2008, such
option exercisable by Verticalnet no later than December 31,
2007; (b) provide that upon the exercise of such option, the
then outstanding principal amount of the Amended Note will increase
by $575,000.00; and (c) provide that if the Company completes
an equity financing transaction which would not otherwise be deemed
to constitute a Fundamental Transaction while the Amended Note is
outstanding, then 25% of the gross proceeds of such equity
financing transaction shall be used to repay the then outstanding
principal amount of the Amended Note, and (ii) set forth the
Company’s agreement to pay the Holder the amount set forth
herein in consideration of the Holder granting the option
referenced above.
NOW, THEREFORE, in consideration of
the foregoing recitals and the mutual promises and covenants
hereinafter set forth and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto, intending to be legally bound
hereby, agree as follows:
1. Maturity . The second
sentence of Section (1) (MATURITY) of the Amended Note is
hereby amended and restated in its entirety to read as
follows:
“The “ Maturity
Date ” shall be the earlier of (i) (a) if the
Company has not exercised the Maturity Date Extension Option,
April 1, 2008, or (b) if the Company has exercised the
Maturity Date Extension Option, September 30, 2008,
(ii) the date on which any Fundamental Transaction is
consummated or (iii) such earlier time as provided
herein.”
2. Maturity Date Extension Option .
Section (5) of the Amended Note is hereby amended and restated
in its entirety to read as follows:
“The Company shall have the
option (the “ Maturity Date Extension Option ”),
which shall be exercisable by it in its sole discretion at any time
on or prior to December 31, 2007 by providing written notice
to the Holder in accordance with Section
