AMENDMENT NUMBER ONE TO THE AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT

Exhibit 10.7

AMENDMENT NUMBER ONE TO THE

AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT

This Amendment Number One (“Amendment”) to the Amended and Restated Stockholders’ Agreement dated as of December 29, 1999 (the “Agreement”) is made as of March 31, 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 the individuals and entities listed on Schedule B attached hereto (the “New Stockholders”). Capitalized terms used herein which are not defined herein shall have the definition ascribed to them in the Agreement.

RECITALS

A. The Company issued certain Convertible Promissory Notes (the “Notes”) to each of the New Stockholders pursuant to that certain Note and Warrant Purchase Agreement entered into among the Company, the New Stockholders and certain other investors as of October 16, 1999.

B. The New Stockholders elected to convert the principal and interest payable to them pursuant to each of their Notes into shares of the Company’s Series B Preferred Stock, and in connection therewith, the Company and the Existing Stockholders desire to add the New Stockholders as parties to the Agreement.

C. Section 11.8 of the Agreement provides that any term of the Agreement may be amended with the written consent of (a) the Company, (b) the holders of fifty-one percent (51 %) of the Capital Holdings of all Existing Stockholders who were stockholders of the Company prior to the Effective Time, (c) the holders of fifty-one percent (51 %) of the Capital Holdings of all Existing Stockholders who were stockholders of Flower Farm Direct, Inc., a Florida corporation, immediately prior to the Effective Time and (d) the holders of a majority of the Company’s Series B Preferred Stock.

In consideration of the foregoing and the promises and covenants contained herein and other good and valuable consideration the receipt of which is hereby acknowledged, the parties hereto agree as follows:

1. ADDITIONAL PARTIES TO THE AGREEMENT.

The New Stockholders shall be deemed to have entered into and become a party to the Agreement and shall each be deemed a “Stockholder” for all purposes under the Agreement and Schedule A attached thereto.

2. EFFECT OF AMENDMENT.

Except as amended and set forth above, the Agreement shall continue in full force and effect.

3. COUNTERPARTS.

This Amendment may be executed in any number of counterparts, each which will be deemed an original, and all of which together shall constitute one instrument.

4. SEVERABILITY.

If one or more provisions of this Amendment are held to be unenforceable under applicable law, such provision shall be excluded from this Amendment and the balance of the Amendment shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms.

5. ENTIRE AGREEMENT.

This Amendment, together with the Agreement, constitutes the full and entire understanding and agreement between the parties with regard to the subjects hereof and thereof.

6. GOVERNING LAW.

This Amendment shall be governed by and construed under the laws of the State of California as applied to agreements among California residents entered into and to be performed entirely within California.

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

2

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

COMPANY:				PROFLOWERS, INC., a Delaware corporation
				By:		/s/ Xxxxxxx Xxxxxxx
						Xxxxxxx Xxxxxxx Chief Executive Officer
EXISTING STOCKHOLDERS:				JPS INTERNATIONAL LLC
				By:		/s/ Xxxxx X. Xxxxxx
						Xxxxx X. Xxxxxx Managing Member
		Address:		0000 00xx Xxxxxx, Xxxxx X Xxxxxxx, XX 00000
				INTERNET FLORAL CONCEPTS, L.P.
				By:		JPS International, LLC
				Its:		General Partner
				By:		/s/ Xxxxx X. Xxxxxx
						Xxxxx X . Xxxxxx Managing Member
		Address:		0000 00xx Xxxxxx, Xxxxx X Xxxxxxx, XX 00000
				XXXXXXX X. XXXXXXXX
				Xxxxxxx X. Xxxxxxxx
		Address:		0000 X.X. 00xx Xxx Xxxx Xxxxx, XX 00000

[SIGNATURE PAGE TO AMENDMENT NUMBER ONE

TO THE AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT]

				XXXXX XXXX
				Xxxxx Xxxx
		Address:		0000 X.X. 00xx Xxxxxx Xxxxxxxx, XX 00000
				XXXXXXX X. XXXXXXX
				Xxxxxxx X. Xxxxxxx
		Address:		0 Xxxxx Xxxx Xxxxx, Xxx. 0000 Xxxxx, XX 00000
NEW STOCKHOLDERS:				BROADVIEW SLP
				By:		/s/ Xxxxx Xxxxx
						Xxxxx Xxxxx
				Its:
		Address:		Xxx Xxxxxx Xxxxx, 0xx Xxxxx Xxxx Xxx, XX 00000-0000
				XXXX XXXXXX XXXXXX
				/s/ Xxxx Xxxxxx Xxxxxx
				Xxxx Xxxxxx Xxxxxx
		Address:		000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000
				XXXXX XXXX
				/s/ Xxxxx Xxxx
				Xxxxx Xxxx
		Address:		0 Xxxxx Xxxxx Xxxxxx, XX 00000

[SIGNATURE PAGE TO AMENDMENT NUMBER ONE

TO THE AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT]

		XXXXXXX FAMILY TRUST
		/s/ Xxx X. Xxxxxxx
		By:		Xxx X. Xxxxxxx Trustee
Address:		00000 Xxxxxxxxx Xxx Xxx Xxxxx, XX 00000
		I-HATCH AFFILIATES, L.P.
		By:		i-hatch Ventures, LLC
		By:		/s/ Xxxxxx Xxxxxx
				Xxxxxx Xxxxxx Chief Financial Officer
Address:		000 Xxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000
		XXXX X. XXXXXXXXXX, XX. AND XXXXXXXX X. XXXXXXXXXX REVOCABLE TRUST NO. ONE DATED AUGUST 30, 1982, AND AMENDED JULY 31, 1995
		By:		/s/ Xxxx X. Xxxxxxxxxx, trustee
				Xxxx X. Xxxxxxxxxx, Xx. Trustee
Address:		0000 Xxxxxxxxx Xxxxxx Xx Xxxxx, XX 00000

[SIGNATURE PAGE TO AMENDMENT NUMBER ONE

TO THE AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT]

		KRG PF, LLC
		/s/
		By:		Arcata Land Company, LLC
		Its:		Manager
		By:		Lane De Vries
		Its:		Manager
Address:		0000 Xxxxx Xxx Xxxx Xxxxxx, XX 00000
		XXXXXX X. XXXXXX
		/s/ Xxxxxx X. Xxxxxx
		Xxxxxx X. Xxxxxx
Address:		0000 Xxxxxxxxx Xxxxx, Xxxxx 000 Xxx Xxxxx, XX 00000
		XXXXXX XXXX
		/s/ Xxxxxx X Xxxx
		Xxxxxx Xxxx
Address:		00000 Xxxxxxxx Xxxxxxxxx, #0000 Xxx Xxxxxxx, XX 00000
		XXXXX XXXXX
		/s/ Xxxxx X Xxxxx
		Xxxx Xxxxx
Address:		000 Xxxx Xxxxxx Xxxxx, Xxxxx 0000 Xxxxxxx, XX 00000

[SIGNATURE PAGE TO AMENDMENT NUMBER ONE

TO THE AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT]

		XXXXXX XXXXX
		/s/ Xxxxxx Xxxxx
		Xxxxxx Xxxxx
Address:		000 Xxxx Xxxx Xxxxxxx Xxxxxxx, XX 00000
		XXXX X. XXXXXXX TRUST U/A DATED 7/11/88
		/s/ Xxxx X. Xxxxxxx, Ttee
		Xxxx X. Xxxxxxx, Ttee
Address:		00000 Xx Xxxxxx Xxxx Xxx Xxxxx, XX 00000-0000
		XXXXX X. XXXXXX
		/s/ Xxxxx X. Xxxxxx
		Xxxxx X. Xxxxxx
Address:		0000 00xx Xxxxxx, Xxxxx X Xxxxxxx, XX 00000
		XXXXX XXXXXXX
		/s/ Xxxxx Xxxxxxx
		Xxxxx Xxxxxxx
Address:		00 Xxxxxx Xxxxxx Xxxxxx, XX 00000
		XXXXXXX XXXXXXX
		/s/ Xxxxxxx Xxxxxxx
		Xxxxxxx Xxxxxxx
Address:		000 Xxx xx Xx Xxxxx Xxxxxx Xxxxx, XX 00000

[SIGNATURE PAGE TO AMENDMENT NUMBER ONE

TO THE AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT]

		XXXXXX XXXXXXX
		/s/ Xxxxxx Xxxxxxx
		Xxxxxx Xxxxxxx
Address:		000 Xxxx Xxxx Xxxxx Xxxxx, XX 00000
		XXXXX XXXXXX
		/s/ Xxxxx Xxxxxx
		Xxxxx Xxxxxx
Address:		000 Xxxx 00xx Xxxxxx, #0X Xxx Xxxx, XX 00000
		TELESOFT PARTNERS, L.P.
		By:		/s/ Xxxxx Xxxxx
				Xxxxx Xxxxx Executive Manager of the General Partner
Address:		0000 Xxxxxxx Xxxxxx Xxxxxxxxx, Xxxxx 000 Xxx Xxxxx, XX 00000

[SIGNATURE PAGE TO AMENDMENT NUMBER ONE

TO THE AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT]

Schedule A

EXISTING STOCKHOLDERS

JPS International LLC

Internet Floral Concepts, L.P.

Xxxxxxx X. Xxxxxxxx

Xxxxx Xxxx

Xxxxxxx X. Xxxxxxx

Schedule B

NEW STOCKHOLDERS

Broadview SLP

Xxxx Xxxxxx Xxxxxx

Xxxxx Xxxx

Xxxxxxx Family Trust

I-Hatch Affiliates, L.P.

Xxxx X. Xxxxxxxxxx, Xx. and Xxxxxxxx

X. Xxxxxxxxxx Revocable Trust No.

One Dated August 30, 1982, and

Amended July 31, 1995

KRG PF, LLC

Xxxxxx X. Xxxxxx

Xxxxxx Xxxx

Xxxx Xxxxx

Xxxxxx Xxxxx

Xxxx X. Xxxxxxx

Xxxxx X. Xxxxxx

Xxxxx Xxxxxxx

Xxxxxxx Xxxxxxx

Xxxxxx Xxxxxxx

Xxxxx Xxxxxx

Telesoft Partners, L.P.