Amendment Number One to the Investors' Rights Agreement



 Exhibit 10.5 
  
 AMENDMENT NUMBER ONE 
 TO THE
INVESTORS’ RIGHTS AGREEMENT 
  
 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. 
  
 RECITALS 

 
 A. The Company issued certain Convertible Promissory Notes (the
“Notes”) to each of the New Investors pursuant to that certain Note and Warrant Purchase Agreement entered into among the Company, the New Investors and certain other investors as of October 16, 1999. 
  
 B. The New Investors 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 Investor desire to add the New Investors as parties to the Agreement. 
  
 C. Section 3.7 of the Agreement provides that any term of the Agreement may
be amended with the written consent of the Company and the holders of a majority of the Registrable Securities then outstanding. 
  
 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 Investors
shall be deemed to have entered into and become a party to the Agreement and shall each be deemed an “Investor” 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] 







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

  

	COMPANY:	  	 PROFLOWERS, INC.,
 a Delaware corporation

			
	 	  	 By:
	  	 /s/ William Strauss


	 	  	 	  	 William Strauss

	 	  	 	  	 Chief Executive Officer

		
	EXISTING INVESTOR:	  	 INTERNET FLORAL CONCEPTS, L.P.

			
	 	  	 By:
	  	 JPS International, LLC

	 	  	 Its:
	  	 General Partner

			
	 	  	 By:
	  	 /s/ Jared P. Schutz


	 	  	 	  	 Jared P. Schutz

	 	  	 	  	 Managing Member

		
	Address:	  	 1920 13th Street, Suite A

	 	  	 Boulder, CO 80302

		
	NEW INVESTORS:	  	 BROADVIEW SLP

			
	 	  	 By:
  
	  	 /s/ David Elias


	 	  	 	  	 David Elias

			
	 	  	 Its:
  
	  	

		
	Address:	  	 One Bridge Plaza, 5th Floor

	 	  	 Fort Lee, NJ 07024-7502

		
	 	  	 JOEL THOMAS CITRON

		
	 	  	 /s/    Joel Citron


	 	  	 Joel Thomas Citron

		
	Address:	  	 660 Madison Avenue, 22nd Floor

	 	  	 New York, NY 10021


  
 [SIGNATURE PAGE TO
AMENDMENT NUMBER ONE 
 TO THE INVESTORS’ RIGHTS AGREEMENT] 








	 	  	 KEVIN FANG

		
	 	  	 /s/ Kevin Fang


	 	  	 Kevin Fang

		
	Address:	  	 9 Davis Drive

	 	  	 Armonk, NY 10504

		
	 	  	 GILBERT FAMILY TRUST

		
	 	  	 /s/  Leon Gilbert


	 	  	 By: Lon R. Gilbert

	 	  	        Trustee

		
	Address:	  	 13542 Jadestone Way

	 	  	 San Diego, CA 92130

		
	 	  	 I-HATCH AFFILIATES, L.P.

			
	 	  	 By:
	  	 i-hatch Ventures, LLC

			
	 	  	 By:
	  	 /s/ Andrew Sutton


	 	  	 	  	 Andrew Sutton

	 	  	 	  	 Chief Financial Officer

		
	Address:	  	 200 Park Avenue, 17th Floor

	 	  	 New York, NY 10166

		
	 	  	 JOHN S. SOTTOSANTI, JR. AND MARGARET A.
SOTTOSANTI REVOCABLE TRUST NO. ONE
 DATED AUGUST 30, 1982, AND AMENDED
 JULY 31, 1995

			
	 	  	 By:
	  	 /s/ John S. Sottosanti, Jr.


	 	  	 	  	 John S. Sottosanti, Jr.

	 	  	 	  	 Trustee

		
	Address:	  	 9678 Claiborne Square

	 	  	 La Jolla, CA 92037


  
 [SIGNATURE PAGE TO
AMENDMENT NUMBER ONE 
 TO THE INVESTORS’ RIGHTS AGREEMENT] 








	 	  	 KRG PF, LLC

		
	 	  	 /s/


	 	  	 By:
	  	 Arcata Land Company, LLC

	 	  	 Its:
	  	 Manager

			
	 	  	 By:
	  	 Lane De Vries

	 	  	 Its:
	  	 Manager

		
	Address:	  	 3160 Upper Bay Road

	 	  	 Arcata, CA 95521

		
	 	  	 ARTHUR B. LAFFER

		
	 	  	 /s/    Arthur Laffer


	 	  	 Arthur B. Laffer

		
	Address:	  	 5405 Morehouse Drive, Suite 340

	 	  	 San Diego, CA 92121

		
	 	  	 MARTIN LEVY

		
	 	  	 /s/    Martin Levy


	 	  	 Martin Levy

		
	Address:	  	 11620 Wilshire Boulevard, #1000

	 	  	 Los Angeles, CA 90025

		
	 	  	 ALAN REICH

		
	 	  	 /s/    Alan Reich


	 	  	 Alan Reich

		
	Address:	  	 111 East Wacker Drive, Suite 2800

	 	  	 Chicago, IL 60602


  
 [SIGNATURE PAGE TO
AMENDMENT NUMBER ONE 
 TO THE INVESTORS’ RIGHTS AGREEMENT] 








	 	  	 ROBERT REICH

		
	 	  	 /s/    Robert Reich


	 	  	 Robert Reich

		
	Address:	  	 1701 Golf Road

	 	  	 Rolling Meadows, IL 60006

		
	 	  	 FAYE H. RUSSELL TRUST U/A DATED 7/1/88

		
	 	  	 /s/    Faye H. Russell, Ttee


	 	  	 Faye H. Russell, ttee

		
	Address:	  	 12390 El Camino Real

	 	  	 San Diego, CA 92130-2081

		
	 	  	 JARED P. SCHUTZ

		
	 	  	 /s/    Jared P. Schutz


	 	  	 Jared P. Schutz

		
	Address:	  	 1920 13th Street, Suite A

	 	  	 Boulder, CO 80302

		
	 	  	 HENRY STRAUSS

		
	 	  	 /s/    Henry Strauss


	 	  	 Henry Strauss

		
	Address:	  	 12 Howard Avenue

	 	  	 Tappan, NY 10983

		
	 	  	 JEFFREY STRAUSS

		
	 	  	 /s/    Jeffrey Strauss


	 	  	 Jeffrey Strauss

		
	Address:	  	 514 Via de La Valle

	 	  	 Solana Beach, CA 90275


  
 [SIGNATURE PAGE TO
AMENDMENT NUMBER ONE 
 TO THE INVESTORS’ RIGHTS AGREEMENT] 








	 	  	 WERNER STRAUSS

		
	 	  	 /s/  Werner Strauss


	 	  	 Werner Strauss

		
	Address:	  	 126 Tall Oaks Drive

	 	  	 Wayne, NJ 07470

		
	 	  	 TEDDY STRUHL

		
	 	  	 /s/ Teddy Struhl

 Teddy Struhl

		
	Address:	  	 323 West 89th Street, #1B

	 	  	 New York, NY 10024

		
	 	  	 TELESOFT PARTNERS, L.P.

			
	 	  	 By:
	  	 /s/ Arjun Gupta


	 	  	 	  	 Arjun Gupta

	 	  	 	  	 Executive Manager of the General Partner

		
	Address:	  	 1450 Fashion Island Boulevard, Suite 610

	 	  	 San Mateo, CA 94404


  
 [SIGNATURE PAGE TO
AMENDMENT NUMBER ONE 
 TO THE INVESTORS’ RIGHTS AGREEMENT] 








	 	  	 WERNER STRAUSS

		
	 	  	
 Werner
Strauss

		
	Address:	  	 126 Tall Oaks Drive

	 	  	 Wayne, NJ 07470

		
	 	  	 TEDDY STRUHL

		
	 	  	
 Teddy
Struhl

		
	Address:	  	 323 West 89th Street, #1B

	 	  	 New York, NY 10024

		
	 	  	 TELESOFT PARTNERS, L.P.

			
	 	  	 By:
	  	 /s/  Arjun Gupta


	 	  	 	  	 Arjun Gupta

	 	  	 	  	 Executive Manager of the General Partner

		
	Address:	  	 1450 Fashion Island Boulevard, Suite 610

	 	  	 San Mateo, CA 94404


  
 [SIGNATURE PAGE TO
AMENDMENT NUMBER ONE 
 TO THE INVESTORS’ RIGHTS AGREEMENT] 







 Schedule A 
  
 NEW INVESTORS 
  
 Broadview SLP 
 Joel Thomas Citron 
 Kevin Fang 
 Gilbert Family Trust 
 I-Hatch Affiliates, L.P. 
 John S. Sottosanti, Jr. and Margaret A. 
 Sottosanti Revocable Trust No. One 
 Dated
August 30, 1982, and Amended 
 July 31, 1995 
 KRG PF, LLC 
 Arthur B. Laffer 
 Martin Levy 
 Alan Reich 
 Robert Reich 
 Faye H. Russell 
 Jared P. Schutz 
 Henry Strauss 
 Jeffrey Strauss 
 Werner Strauss 
 Teddy Struhl 
 Telesoft Partners, L.P.