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EXHIBIT 10.32
WARRANT TO PURCHASE COMMON STOCK
OF
PURCHASEPRO.COM, INC.
Amendment No. 1
That certain Warrant to Purchase Common Stock of PurchasePro.com, Inc. (the
"Warrant"), dated November 24, 1999, between PurchasePro.com, Inc., a Nevada
Corporation with headquarters at 3291 North Buffalo Drive, Las Vegas, Nevada
89129, hereafter referred to as "PurchasePro"; and Advanstar IN, Inc., a
Delaware Corporation (as assignee of Advanstar, Inc. pursuant to an Assignment
and Assumption Agreement dated February 10, 2000) with headquarters at 545
Boylston Street, Boston, Massachusetts 02116, hereafter referred to as
"Advanstar"; is hereby amended on this 1st day of June, 2000 (the "Amendment
Effective Date") as follows:
WHEREAS, the parties have recognized the desirability of amending the Warrant as
provided in this Amendment No. 1 (this "Amendment");
THEREFORE, for good and valuable consideration, the receipt of which is hereby
acknowledged, the parties agree as follows:
1. All defined terms used in this Amendment shall have the same respective
meanings as ascribed to such terms in the Warrant.
2. Section 1 of the Warrant is hereby amended to provide that the Exercise
Period shall continue beyond the date specified in the Warrant and shall
end at 5:00 p.m., Pacific standard time, on the date which is six months
after the Amendment Effective Date.
3. Section 2 of the Warrant is hereby amended to provide that, as to the
383,558 shares (post December 14, 1999 3-for-2 split) outstanding under the
Warrant, the Exercise Price shall be $27.00 per share, as adjusted to
reflect any further stock dividend, stock split, or other conversion of the
number of shares of the Company into a different number of shares, however
denominated.
4. All other provisions of the Warrant shall remain the same and in full force
and effect.
In witness whereof, the undersigned parties hereto have executed this Amendment
as of the day and year above written.
PurchasePro.com, Inc. Advanstar IH, Inc.
By: /s/ Christopher P. Carton By: /s/ Robert L. Krakoff
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Christopher P. Carton, President Robert L. Krakoff, Chairman and CEO
