Exhibit 10.28
AMENDMENT NUMBER 1 TO SENIOR
SUBORDINATED DISCOUNT NOTE
This Amendment Number 1 to Senior
Subordinated Discount Note (this “Amendment”) dated as
of December [19], 2006, 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; and
WHEREAS, the Company and the Holder
desire 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.
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:
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1.
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Principal . The defined term “Principal” set
forth in the Original Note is hereby amended and restated to mean
$5,500,000.
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2.
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Maturity . The second sentence of Section
(1) (MATURITY) of the Original Note is hereby amended and
restated in its entirety to read as follows:
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“The “Maturity
Date” shall be the earlier of (i) A
