Amendment Number Two to the Amended and Restated Stockholders Agreement



 Exhibit 10.8 
  
 AMENDMENT NUMBER TWO TO THE 
 AMENDED
AND RESTATED STOCKHOLDERS’ AGREEMENT 
  
 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. 
  
 RECITALS 
  
 A. The Company previously issued
certain shares of the Company’s Common Stock (the “Shares”) to Flying Flowers, Ltd. (“Flying Flowers”) pursuant to that certain Agreement and Plan of Reorganization (the “Merger Agreement”) entered into among the
Company, Flower Farm Direct, Inc., a Florida corporation (“Flower Farm Direct”) and certain other investors dated December 17, 1999. 
  
 B. Flying Flowers desires to transfer Shares acquired pursuant to the Merger Agreement to the New Stockholder, a wholly owned subsidiary of Flying Flowers
(the “Transfer”), and in connection therewith, the Company and the Existing Stockholders desire to add the New Stockholder as a party to the Agreement. 
  
 C. Section 11.8 of the Agreement provides that any term of the Agreement may be amended, and the observance of any term may
be waived, with the written consent of (a) the Company, (b) the holders of fifty-one percent (51%) of the Capital Holdings (as defined in the Merger Agreement) of all Stockholders who were stockholders of the Company immediately prior to the
execution of the Merger Agreement, (c) the holders of fifty-one percent (51%) of the Capital Holdings of all Stockholders who were stockholders of Flower Farm Direct immediately prior to the execution of the Merger Agreement 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 Stockholder shall be deemed to have entered into and become a party to the Agreement and shall be deemed a “Stockholder” for all
purposes under the Agreement. 
  

	 	2.	 	EFFECT OF AMENDMENT. 

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

	 	3.	 	WAIVER OF CERTAIN RIGHTS. 

  
 Each Existing Stockholder hereby waives any purchase rights, rights of first offer or rights of co-sale as set forth in Sections 2 and 3 of the Agreement
that might otherwise be operative with respect to the Transfer. 







 Each Existing Stockholder further acknowledges and agrees that, notwithstanding Section 11.1 of the
Agreement, Flying Flowers may assign the applicable rights expressed in Sections 2, 3 and 8 of the Agreement to the New Stockholder in connection with the Transfer. By the execution hereof, each Existing Stockholder acknowledges and waives any
requirement of due notice of the Transfer to the extent notice thereof is required or contemplated under the Agreement. 
  

	 	4.	 	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. 
  

	 	5.	 	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. 
  

	 	6.	 	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. 
  

	 	7.	 	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/ Steven J. Kemper


	 	 	 	  	 Steven J. Kemper
 Chief Financial Officer

		
	NEW STOCKHOLDER:	 	 COLLECTOR CAFÉ LTD.

			
	 	 	 By:
	  	 /s/ Tim Dunningham


			
	 	 	 Its:
	  	 Tim Dunningham


		
	Address:	 	 Retreat Farm, St. Lawrence


		
	 	 	 Jersey C.I.


	 	 	         011 44 1534865553

		
	EXISTING STOCKHOLDERS:	 	 JPS INTERNATIONAL LLC

			
	 	 	 By:
	  	 /s/ Jared P. Schutz


	 	 	 	  	 Jared P. Schutz
 Managing Member

		
	Address:	 	 1920 13th Street, Suite A

	 	 	 Boulder, CO 80302

		
	 	 	 INTERNET FLORAL CONCEPTS, L.P.

			
	 	 	 By:
	  	 JPS International, LLC

	 	 	 Its:
	  	 General Partner

			
	 	 	 By:
	  	 /s/ Jared P. Schutz


	 	 	 	  	 Jared P. Schutz
 General Partner

		
	Address:	 	 1920 13th Street, Suite A

	 	 	 Boulder, CO 80302


  
 [SIGNATURE PAGE TO
AMENDMENT NUMBER TWO 
 TO STOCKHOLDERS’ AGREEMENT] 








	 	 	 ABRAHAM J. WYNPERLE

		
	 	 	 /s/ Abraham J. Wynperle


	 	 	 Abraham J. Wynperle

		
	Address:	 	 3066 N.W. 30th Way

	 	 	 Boca Raton, FL 33433

		
	 	 	 YUVAL MOED

		
	 	 	 /s/ Yuval Moed


	 	 	 Yuval Moed

		
	Address	 	 7050 N.W. 70th Street

	 	 	 Parkland, FL 33067

		
	 	 	 FLYING FLOWERS, LTD.

			
	 	 	By:	  	 /s/ Tim Dunningham


			
	 	 	Its:	  	 Tim Dunningham, Director


		
	Address	 	 Retreat Farm, St. Lawrence


		
	 	 	             Jersey



  
 [SIGNATURE PAGE TO
AMENDMENT NUMBER TWO 
 TO STOCKHOLDERS’ AGREEMENT] 







 Schedule A 
  
 EXISTING STOCKHOLDERS 
  
 JPS International LLC 
 Internet Floral Concepts, L.P. 
 Abraham J. Wynperle 
 Yuval Moed 
 Flying Flowers Ltd.