GRAPHIC APPEARS HERE [BAR CODE]Program Agreement • September 22nd, 2003 • Provide Commerce Inc
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 • September 22nd, 2003
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 • September 22nd, 2003
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 • September 22nd, 2003 • Provide Commerce Inc • 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 • September 22nd, 2003
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”).
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.
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.
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”).
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”).
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:
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”).
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”.
STOCK TRANSFER AGREEMENTStock Transfer Agreement • September 22nd, 2003 • Provide Commerce Inc • California
THIS STOCK TRANSFER AGREEMENT (this “Agreement”) is made as of July 17, 2002, (“Effective Date”) by and among Yuval Moed (the “Holder”), (the “Purchasers”) and ProFlowers, Inc., a Delaware corporation (the “Company”).
PROFLOWERS, INC. AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • September 22nd, 2003 • Provide Commerce Inc • California
This AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (“Agreement”) is entered into as of January 6, 2003 (the “Agreement Date”), by and between COMERICA BANK – CALIFORNIA (“Bank”) and PROFLOWERS, INC., a Delaware corporation (“Borrower”).
PROFLOWERS, INC. WARRANT PURCHASE AGREEMENTWarrant Purchase Agreement • September 22nd, 2003 • Provide Commerce Inc • California
THIS WARRANT PURCHASE AGREEMENT is made as of the 29 day of November, 1999 (the “Effective Date”) by and among PROFLOWERS, INC., a Delaware corporation (the “Company”), and VANTAGE PARTNERS, LLC (a “Purchaser”).
AMENDMENT NUMBER THREE TO THE AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • September 22nd, 2003 • Provide Commerce Inc • California
This Amendment Number Three (“Amendment”) to the Amended and Restated Stockholders’ Agreement dated as of December 17, 1999, as amended March 31, 2000 and August 11, 2000 (collectively, the “Agreement”) is made as of June 25, 2001 by and among ProFlowers, Inc., a Delaware corporation (the “Company”), certain of the individuals and entities listed on Schedule A (the “Existing Stockholders”) and Lauren Polis (the “New Stockholder”). Capitalized terms used herein which are not defined herein shall have the definition ascribed to them in the Agreement.
STOCK ISSUANCE AGREEMENTStock Issuance Agreement • September 22nd, 2003 • Provide Commerce Inc • California
THIS STOCK ISSUANCE AGREEMENT (the “Agreement”) is made as of the 31st day of January, 2002, by and between ProFlowers, Inc., a Delaware corporation (the “Corporation”), and Arthur B. Laffer (the “Finder”).
INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • September 22nd, 2003 • Provide Commerce Inc • California
THIS INVESTORS’ RIGHTS AGREEMENT (the “Agreement”) is made as of the 29th day of December, 1999, by and between ProFlowers, Inc., a Delaware corporation (the “Company”), and the investor listed on Schedule A hereto (the “Investor”).
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”), 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.
1. Certain Definitions 1 2. Purchase Rights of Stockholders 2 3. First Offer Notice 4 3.1 Right of First Offer 4 4. Right of Co-Sale 6 4.1 Right of Co-Sale 6 4.2 Remaining Transfer Securities Subject to Right of Co-Sale 7 4.3 Consummation of Co-Sale 7...Stockholders’ Agreement • September 22nd, 2003 • Provide Commerce Inc • Delaware
THIS AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT (this “Agreement”) is made as of December 29th, 1999, by and among ProFlowers, Inc., a Delaware corporation, (“Parent”), and the Stockholders listed on Schedule A hereto (collectively the “Stockholders” and each of which is herein referred to as a “Stockholder”).
AMENDMENT NO. 1 TO THE INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • September 22nd, 2003 • Provide Commerce Inc
This Amendment No. 1 (this “Amendment”) to the Investors’ Rights Agreement dated as of December 29, 1999 (together the “Agreement”) is made as of May 18, 2000 by and among ProFlowers, Inc., a Delaware corporation (the “Company”), Internet Floral Concepts, L.P. (the “Existing Investor”), and First National Bank (the “New Investor”). Capitalized terms used herein which are not defined herein shall have the definition ascribed to them in the Agreement.
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 33431, hereinafter collectively referred to as “Lessee”.
AMENDMENT NUMBER ONE TO THE AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • September 22nd, 2003 • Provide Commerce Inc • California
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.
ContractRights Agreement • September 22nd, 2003 • Provide Commerce Inc • 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”), 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.
EMPLOYMENT AGREEMENTEmployment Agreement • September 22nd, 2003 • Provide Commerce Inc • California
This Employment Agreement (this “Agreement”) is made and entered into as of December 17, 1999, by and between ProFlowers, Inc., a Delaware corporation (“Parent”), and Abe Wynperle, an individual (the “Executive”).
AMENDMENT NUMBER ONE TO THE INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • September 22nd, 2003 • Provide Commerce Inc • California
This Amendment Number One (“Amendment”) to the Investors’ Rights 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”), Internet Floral Concepts, L.P. (the “Existing Investor”) and the individuals and entities listed on Schedule A attached hereto (the “New Investors”). Capitalized terms used herein which are not defined herein shall have the definition ascribed to them in the Agreement.
EXTENSION NO. 1 TO YAHOO! REMOTE MERCHANT INTEGRATION (RMI) AGREEMENTProvide Commerce Inc • September 22nd, 2003 • California
THIS EXTENSION No. 1 (this “First Extension”) is entered into as of December 19, 2001 (the ”First 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”).
