Exhibit 10.30
CONSENT, WAIVER AND AMENDMENT NO.
1 TO WARRANT
This CONSENT, WAIVER AND AMENDMENT
NO. 1 TO WARRANT dated as of December 19, 2006 (this “
Agreement ”) is made and entered into by and between
Verticalnet, Inc., a Pennsylvania corporation (the “
Company ”), and
(the “ Noteholder ”).
BACKGROUND
WHEREAS, the Company and the
Noteholder are parties to that certain Note and Warrant Purchase
Agreement, dated as of August 16, 2005, as amended (the
“ August Agreement ”), by and among the Company
and the Purchasers set forth on Exhibit A thereto (the “
Purchasers ”), pursuant to which: (i) the Company
issued and sold to the Purchasers, and the Purchasers purchased
from the Company, Senior Secured Convertible Promissory Notes due
July 2, 2007, as amended (the “ August Notes
”), in the aggregate principal amount of Six Million Six
Hundred Thousand Dollars ($6,600,000); (ii) the Company issued
to the Noteholder that certain Warrant, dated as of August 16,
2005 (the “ Warrant ”), to purchase
shares of
the Company’s common stock at an exercise price of $5.39 per
share, each as adjusted for the Company’s June 12, 2006
one-for-seven reverse split; and (iii) the Company and the
Noteholder entered into that certain Security Agreement, dated as
of August 16, 2005, by and among the Company and the
Purchasers (the “ Security Agreement ” and
together with the August Agreement, the August Notes and the
Warrant, the “ Transaction Documents ”),
pursuant to which the Company granted to the Noteholder a security
interest with respect to the Collateral (as defined in the Security
Agreement);
WHEREAS, pursuant to
Section 4.7 of the Security Agreement, the Company must obtain
the Noteholder’s written consent to grant any Lien (as
defined in the Security Agreement) with respect to the
Collateral;
WHEREAS, pursuant to that certain
Note Purchase Agreement, dated as of May 15, 2006 (the “
May Agreement ”), by and between the Company and
RADCLIFFE SPC, LTD. for and on behalf of the Class A
Convertible Crossover Segregated Portfolio (the “
Buyer ”): (i) in consideration for the Buyer
loaning the Company Four Million Dollars ($4,000,000), the Company
issued the Buyer that certain Senior Subordinated Discount Note in
the principal amount of Five Million Three Hundred Thousand Dollars
($5,300,000) (the “ May Note ”); and
(ii) the Company agreed to seek the Purchasers’ consent
to permit the Company and its subsidiaries to grant the Buyer a
lien and security interest in all of the Company’s and its
subsidiaries’ assets, including the Collateral, to secure the
Company’s obligations under the May Note (the “
Radcliffe Lien ”); and
WHEREAS, in consideration for the
Company reducing the exercise price of the Warrant from $5.39 per
share to $0.88 per share and the Company and the Buyer entering
into the Subordination and Intercreditor Agreement in substantially
the form attached hereto as Exhibit A by and among the
Buyer, the Company, the Noteholder and the other signatories
thereto (the “ Subordination and Intercreditor
Agreement ”), the Noteholder desires to grant its consent
to permit the Company and its domestic subsidiaries to grant the
Buyer the Radcliffe Lien and to enter into, and otherwise approve
the terms and conditions of, (i) the
