AMENDED AND RESTATED VOTING AGREEMENT

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

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).

          (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