GRAPHIC APPEARS HERE [BAR CODE]Program Agreement • December 15th, 2003 • Provide Commerce Inc • Services-business services, nec
Proflowers.com (“Customer”) including any of its divisions, subsidiaries and affiliates, a majority (defined as 51%) of whose voting stock is directly or indirectly owned by Customer, and FedEx enter into the following FedEx Express Pricing Program Agreement (the “Agreement”).
AMENDMENT 3 TO MICROSOFT CORPORATION / WEBTV SHOPPING INSERTION ORDERProvide Commerce Inc • December 15th, 2003 • Services-business services, nec
This Amendment 3 is made pursuant to that certain Microsoft Corporation / WebTV Shopping Insertion Order and the attached Microsoft Corporation Non-Standard Terms and Conditions dated June 26, 2000 by and between Microsoft Corporation and Proflowers (“Company”) and amended by that certain Amendment to Microsoft Corporation / WebTV Shopping Insertion Order dated September 7, 2001 and Amendment 2 dated August 22, 2002, whereby Microsoft Corporation assigned its rights and obligations thereunder to Microsoft Online, LP (collectively, the “Agreement”), and sets forth the terms pursuant to which Company will participate in the shopping placements in the MSN Shopping Channel (“MSN Shopping”), MSN TV Service Shopping Center as well as other Microsoft Corporation owned or controlled sites (collectively, the “Microsoft Shopping Channels”). Hereinafter Microsoft Corporation and Microsoft Online, LP will be referred to either collectively or individually as “Microsoft.”
AMENDMENT 2 TO MICROSOFT CORPORATION / WEBTV SHOPPING INSERTION ORDERProvide Commerce Inc • December 15th, 2003 • Services-business services, nec
This Amendment 2 is made pursuant to that certain Microsoft Corporation / WebTV Shopping Insertion Order and the attached Microsoft Corporation Non-Standard Terms and Conditions dated June 26, 2000 by and between Microsoft Corporation (“Microsoft”) and Proflowers (“Company”) and amended by that certain Amendment to Microsoft Corporation / WebTV Shopping Insertion Order dated September 7, 2001 (collectively, the “Agreement”), and sets forth the terms pursuant to which Company will participate in the shopping placements in the MSN Shopping Channel (“eShop”), MSN TV Service Shopping Center (“MSN TV Shopping”) as well as other Microsoft sites (collectively, the “Microsoft Shopping Channels”).
ContractProvide Commerce Inc • September 22nd, 2003 • California
THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES OR DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE WITH THE ACT, OR ANY STATE SECURITIES LAWS, OR UNLESS SOLD IN FULL COMPLIANCE WITH RULE 144 UNDER THE ACT.
YAHOO! REMOTE MERCHANT INTEGRATION (RMI) AGREEMENTRmi) Agreement • December 15th, 2003 • Provide Commerce Inc • Services-business services, nec • California
THIS RMI AGREEMENT (the “Agreement”) is made as of this 23 day of August, 2000 (the “Effective Date”) between YAHOO! INC. (“Yahoo!”), a Delaware corporation, and Proflowers.com (“Merchant”), a Delaware corporation. In consideration of the mutual promises contained herein, the parties agree as follows:
AMENDMENT TO MICROSOFT CORPORATION/WEBTV SHOPPING INSERTION ORDERProvide Commerce Inc • December 15th, 2003 • Services-business services, nec
This Amendment is made pursuant to that certain Microsoft Corporation/WebTV Shopping Insertion Order and the attached Microsoft Corporation Non-Standard Terms and Conditions (the “Agreement”) dated June 26, 2000 by and between Microsoft Corporation (“Microsoft”) and Proflowers (“Company”) and confirms the terms pursuant to which Company will participate in the MSN Shopping Channel (“eShop”) and WebTV Service Shopping Center (“WebTV”).
1,936,214 Shares PROVIDE COMMERCE, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • June 21st, 2004 • Provide Commerce Inc • Services-business services, nec • New York
CONFIDENTIAL EXECUTIONSecond Extension • December 15th, 2003 • Provide Commerce Inc • Services-business services, nec • California
THIS EXTENSION NO. 2 (this “Second Extension”) is entered into as of September 17, 2002 (the “Second Extension Effective Date”) by and between Yahoo! Inc. (“Yahoo!”), a Delaware corporation, and Proflowers, Inc. (“Merchant”), a Delaware corporation, and amends the Yahoo! Remote Merchant Integration (RMI) Agreement between Yahoo! and Merchant entered into as of August 23, 2000 (the “Agreement”), as amended by Extension No. 1 between Yahoo! and Merchant entered into as of December 19, 2001 (the “First Extension”).
PROVIDE COMMERCE, INC. STOCK ISSUANCE AGREEMENTStock Issuance Agreement • November 12th, 2004 • Provide Commerce Inc • Services-business services, nec • California
AGREEMENT made this day of , 20 , by and between Provide Commerce, Inc., a Delaware corporation, and , a Participant in the Corporation’s 2003 Stock Incentive Plan.
PROVIDE COMMERCE, INC. AMENDED AND RESTATED 2003 STOCK INCENTIVE PLAN RESTRICTED STOCK AWARD GRANT NOTICE AND RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • November 15th, 2005 • Provide Commerce Inc • Services-business services, nec
As escrow agent (the “Escrow Agent”) for both Provide Commerce, Inc., a Delaware corporation (the “Company”), and the undersigned recipient of shares of common stock per share, of the Company (the “Participant”), you are hereby authorized and directed to hold in escrow the documents delivered to you pursuant to the terms of that certain Restricted Stock Award Agreement (“Agreement”) between the Company and the undersigned (the “Escrow”), including the stock certificate and the Assignment in Blank, in accordance with the following instructions:
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 28th, 2003 • Provide Commerce Inc • Services-business services, nec • Delaware
THIS AGREEMENT is made and entered into this day of , 2003 between Provide Commerce, Inc., a Delaware corporation (“Corporation”), and (“Indemnitee”).
ContractProvide Commerce Inc • September 22nd, 2003 • California
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES OR DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE WITH THE ACT OR UNLESS SOLD IN FULL COMPLIANCE WITH RULE 144 UNDER THE ACT.
FORM OF RETENTION AGREEMENTForm of Retention Agreement • December 5th, 2005 • Provide Commerce Inc • Services-business services, nec • California
This RETENTION AGREEMENT (this “Agreement”) is made on and as of December 4, 2005, by and among [ ] (“Executive”), PROVIDE COMMERCE, INC., a Delaware corporation, and LIBERTY MEDIA CORPORATION, a Delaware corporation (“Parent”).
Sales PlanSales Plan • June 18th, 2004 • Provide Commerce Inc • Services-business services, nec • New York
WHEREAS, the Seller desires to establish the Sales Plan to sell shares of common stock, par value $0.001 per share (the “Stock”), of Provide Commerce, Inc. (the “Issuer”) in accordance with the requirements of Rule 10b5-1 as further set forth herein;
AMENDMENT NUMBER TWO TO THE AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • September 22nd, 2003 • Provide Commerce Inc • California
This Amendment Number Two (this “Amendment”) to the Amended and Restated Stockholders’ Agreement dated as of December 29, 1999 (the “Agreement”) is made as of August 11, 2000 by and among ProFlowers, Inc., a Delaware corporation (the “Company”), certain of the individuals and entities listed on Schedule A (the “Existing Stockholders”) and Collector Café Ltd. (the “New Stockholder”). Capitalized terms used herein which are not defined herein shall have the definition ascribed to them in the Agreement.
FIRST AMENDMENT TO SUBLEASEProvide Commerce Inc • June 29th, 2004 • Services-business services, nec
THIS FIRST AMENDMENT TO SUBLEASE (“Amendment”) is made effective as of June 25, 2004, by and between EPICOR SOFTWARE CORPORATION, a Delaware corporation (“Sublandlord”) and PROVIDE COMMERCE, INC., a Delaware corporation, as successor-in-interest to Proflowers.com, a Delaware corporation (“Subtenant”) with regard to the following facts:
ADDENDUM TO INDUSTRIAL LEASEIndustrial Lease • September 22nd, 2003 • Provide Commerce Inc • Florida
THIS LEASE AGREEMENT dated as of 1st day of October, 1999, by and between MAYA PLANTATION, INC., 1351 N.W. 78th Ave., Miami Florida 33126, hereinafter referred to as “LANDLORD”, and FLOWER FARM DIRECT / PROFLOWERS Inc., located at 3066 N.W. 30th Way, Boca Raton, Florida 33431, hereinafter referred to as “TENANT”.
Memorandum of Understanding Martha Stewart I Proflowers Floral PartnershipProvide Commerce Inc • September 22nd, 2003
This Memorandum of Understanding (“MOU”) is made by and between Proflowers, Inc. (“Proflowers”) and Martha Stewart Living Omnimedia, Inc. (“MSO”), effective as of January 15, 2003 (“Effective Date”).
PROFLOWERS, INC. SERIES A PREFERRED STOCK PURCHASE AGREEMENTSeries a Preferred Stock Purchase Agreement • September 22nd, 2003 • Provide Commerce Inc • California
This Series A Preferred Stock Purchase Agreement (the “Agreement”) is entered into as of February 17, 1999, by and among PROFLOWERS, INC., a Delaware corporation (the “Company”) and the purchasers set forth on the Purchaser Schedule attached hereto as Exhibit A (each, a “Purchaser” and collectively the “Purchasers”).
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • September 28th, 2004 • Provide Commerce Inc • Services-business services, nec • Delaware
This FIRST AMENDMENT TO EMPLOYMENT AGREEMENT is made as of the 24th day of September, 2004, between PROVIDE COMMERCE, INC., a Delaware corporation and formerly Proflowers, Inc. (the “Company”), and WILLIAM STRAUSS (“Executive”).
SUBLEASE AGREEMENT BASIC SUBLEASE INFORMATIONSublease Agreement • September 22nd, 2003 • Provide Commerce Inc
THIS SUBLEASE AGREEMENT (“Sublease”) is entered as of the Effective Date (defined below) by and between Sublandlord and Subtenant.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • September 22nd, 2003 • Provide Commerce Inc • California
This Executive Employment Agreement (“Agreement”) is made effective as of July 23, 2001 (“Effective Date”) by and between Proflowers.com (“Proflowers”) and Kevin Hall (“Executive”).
AMENDMENT 3 TO MICROSOFT CORPORATION / WEBTV SHOPPING INSERTION ORDERProvide Commerce Inc • December 15th, 2003 • Services-business services, nec
This Amendment 3 is made pursuant to that certain Microsoft Corporation / WebTV Shopping Insertion Order and the attached Microsoft Corporation Non-Standard Terms and Conditions dated June 26, 2000 by and between Microsoft Corporation and Proflowers (“Company”) and amended by that certain Amendment to Microsoft Corporation / WebTV Shopping Insertion Order dated September 7, 2001 and Amendment 2 dated August 22, 2002, whereby Microsoft Corporation assigned its rights and obligations thereunder to Microsoft Online, LP (collectively, the “Agreement”), and sets forth the terms pursuant to which Company will participate in the shopping placements in the MSN Shopping Channel (“MSN Shopping”), MSN TV Service Shopping Center as well as other Microsoft Corporation owned or controlled sites (collectively, the “Microsoft Shopping Channels”). Hereinafter Microsoft Corporation and Microsoft Online, LP will be referred to either collectively or individually as “Microsoft.”
SECOND AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • September 13th, 2005 • Provide Commerce Inc • Services-business services, nec
This SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is made as of the 9th day of September, 2005, between PROVIDE COMMERCE, INC., a Delaware corporation and formerly Proflowers, Inc. (the “Company”), and WILLIAM STRAUSS (“Executive”).
OPTION EXECUTION ADDENDUM TO INDUSTRIAL LEASEIndustrial Lease • September 22nd, 2003 • Provide Commerce Inc
THIS ADDENDUM TO THE BASIC LEASE AGREEMENT, dated the 28th day of December 1999, by and between MAYA PLANTATION, INC. located at 1351 Northwest 78th Avenue, Miami, Dade County, Florida 33126. Hereinafter referred to as “Lessor”, and FLOWER FARM DIRECT/PROFLOWERS, INC., currently located at 1650 South Dixie Highway, Boca Raton, FL 33432, hereinafter collectively referred to as “Lessee”.
Amendment to Employment Agreement Dated December 17, 1999Employment Agreement • September 22nd, 2003 • Provide Commerce Inc
The Company and Executive desire to amend certain terms and conditions set forth in the original Agreement Dated December 17, 1999.
PROFLOWERS, INC. SERIES B CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT Dated as of December 29, 1999Stock Purchase Agreement • September 22nd, 2003 • Provide Commerce Inc • California
THIS AGREEMENT is made as of December 29th, 1999, by and between ProFlowers, Inc., a Delaware corporation, with headquarters at 7863 Girard Avenue, Suite 302, La Jolla, California 92037 (the “Company”), and the investor listed on Schedule 1.2 hereto (the “Purchaser”). In consideration of mutual promises, covenants and conditions hereinafter set forth, the parties hereby agree as follows:
Sales PlanSales Plan • June 18th, 2004 • Provide Commerce Inc • Services-business services, nec • New York
WHEREAS, the Seller desires to establish the Sales Plan to sell shares of common stock, par value $0.001 per share (the “Stock”), of Provide Commerce, Inc. (the “Issuer”) in accordance with the requirements of Rule 10b5-1 as further set forth herein;
PROVIDE COMMERCE, INC. AMENDED AND RESTATED 2003 STOCK INCENTIVE PLAN STOCK OPTION GRANT NOTICE AND STOCK OPTION AGREEMENTStock Option Agreement • November 15th, 2005 • Provide Commerce Inc • Services-business services, nec • California
Provide Commerce, Inc., a Delaware corporation (the “Company”), pursuant to its Amended and Restated 2003 Stock Incentive Plan (the “Plan”), hereby grants to the holder listed below (“Participant”), an option to purchase the number of shares of the Company’s Stock set forth below (the “Option”). This Option is subject to all of the terms and conditions as set forth herein and in the Stock Option Agreement attached hereto as Exhibit A (the “Stock Option Agreement”) and the Plan, which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice and the Stock Option Agreement.
2nd Amendment to Employment Agreement Dated December 17th, (1st Amendment to Employment Agreement was on August 5th, 2002)Employment Agreement • September 22nd, 2003 • Provide Commerce Inc
CONFIDENTIAL EXECUTIONSecond Extension • September 22nd, 2003 • Provide Commerce Inc • California
THIS EXTENSION NO. 2 (this “Second Extension”) is entered into as of September 17, 2002 (the “Second Extension Effective Date”) by and between Yahoo! Inc. (“Yahoo!”), a Delaware corporation, and Proflowers, Inc. (“Merchant”), a Delaware corporation, and amends the Yahoo! Remote Merchant Integration (RMI) Agreement between Yahoo! and Merchant entered into as of August 23, 2000 (the “Agreement”), as amended by Extension No. 1 between Yahoo! and Merchant entered into as of December 19, 2001 (the “First Extension”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • September 22nd, 2003 • Provide Commerce Inc • California
This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made as of the 24th day of February, 2003, between PROFLOWERS, INC., a Delaware corporation (the “Company”), and WILLIAM STRAUSS (“Executive”).
Sales PlanSales Plan • June 18th, 2004 • Provide Commerce Inc • Services-business services, nec
WHEREAS, the Seller desires to establish the Sales Plan to sell shares of common stock, par value $0.001 per share (the “Stock”), of Provide Commerce, Inc. (the “Issuer”) in accordance with the requirements of Rule 10b5-1 as further set forth herein;
1,981,019 Shares PROVIDE COMMERCE, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • June 29th, 2004 • Provide Commerce Inc • Services-business services, nec • New York
LEASE AGREEMENT BETWEEN MAYA PLANTATION, INC. (“LANDLORD”) AND FLOWER FARM DIRECT / PROFLOWERS INC. (“TENANT”)Lease Agreement • September 22nd, 2003 • Provide Commerce Inc • Florida
THIS LEASE AGREEMENT dated as of 1st day of October, 1999, by and between MAYA PLANTATION, INC., 1351 N.W. 78th Ave., Miami Florida 33126, hereinafter referred to as “LANDLORD”, and FLOWER FARM DIRECT / PROFLOWERS Inc., located at 3066 N.W. 30th Way, Boca Raton, Florida 33431, hereinafter referred to as “TENANT”.
