Sample Business Contracts

Warrant Participation Agreement [Amendment No. 1] - priceline.com Inc.

               AMENDMENT NO 1. TO WARRANT PARTICIPATION AGREEMENT

      This Amendment No 1. to Warrant Participation Agreement (the "Amendment")
is dated as of February 4, 1999, by and between priceline.com Incorporated (the
"Company") and [**] ("Warrant Holder").

      WHEREAS, the Company and the Warrant Holder are parties to a Warrant
Participation Agreement dated December 31, 1999, under which the Company granted
warrants to Warrant Holder to purchase 1,000,000 shares of the Company's common
stock, par value $.01 per share (the "Warrant Agreement"); and

      WHEREAS, the Company and the Warrant Holder desire to amend the Warrant
Agreement in accordance with the terms hereof.

NOW, THEREFORE, for good and valuable consideration, the receipt of which is
hereby acknowledged, the parties hereto agree as follow:

      1. AMENDMENTS. Sections 9(b), 9(c) and 13 of the Warrant Agreement are
hereby amended by deleting each reference therein to "February 4, 1999" and
substituting therefor a reference to "March 3, 1999."

      2. AFFECT OF AMENDMENT. This Amendment hereby modifies and amends the
Warrant Agreement solely to the extent set forth in Section 1 hereof, and except
as otherwise amended hereby, all other provision of the Warrant Agreement shall
remain in full force and effect in accordance with the terms thereof.

IN WITNESS WHEREOF, the parties have executed this Amendment as of the day and
year first above written.

                           PRICELINE.COM INCORPORATED


                                      By:
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                                          Name:
                                                --------------------------------
                                          Title:
                                                --------------------------------


                                    [**]


                                      By:
                                          --------------------------------------
                                          Name:
                                                --------------------------------
                                          Title:
                                                --------------------------------

[**] = Confidential treatment requested for redacted portion.