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/ William Strauss


	 	  	 	  	 	  	 William Strauss
 Chief Executive Officer

			
	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
 Managing Member

			
	 	  	 Address:
	  	 1920 13th Street, Suite A
 Boulder, CO 80302

			
	 	  	 	  	 ABRAHAM J. WYNPERLE

			
	 	  	 	  	

	 	  	 	  	 Abraham J. Wynperle

			
	 	  	 Address:
	  	 3066 N.W. 30th Way
 Boca Raton, FL 33431


  
 [SIGNATURE PAGE TO
AMENDMENT NUMBER ONE 
 TO THE AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT] 








	 	  	 	  	 YUVAL MOED

			
	 	  	 	  	

	 	  	 	  	 Yuval Moed

			
	 	  	 Address:
	  	 7050 N.W. 70th Street
 Parkland, FL 33067

			
	 	  	 	  	 MICHAEL E. FELSHER

			
	 	  	 	  	

	 	  	 	  	 Michael E. Felsher

			
	 	  	 Address:
	  	 1 Grove Isle Drive, Apt. 1202
 Miami, FL 33133

			
	NEW STOCKHOLDERS:	  	 	  	 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 Thomas Citron


	 	  	 	  	 Joel Thomas Citron

			
	 	  	 Address:
	  	 660 Madison Avenue, 22nd Floor
 New York, NY 10021

			
	 	  	 	  	 KEVIN FANG

			
	 	  	 	  	 /s/ Kevin Fang


	 	  	 	  	 Kevin Fang

			
	 	  	 Address:
	  	 9 Davis Drive
 Armonk, NY 10504


  
 [SIGNATURE PAGE TO
AMENDMENT NUMBER ONE 
 TO THE AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT] 








	 	 	 GILBERT FAMILY TRUST

		
	 	 	 /s/ Lon R. 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, trustee


	 	 	 	 	 John S. Sottosanti, Jr.
 Trustee

		
	 Address:
	 	 9678 Claiborne Square
 La Jolla, CA 92037



  
 [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:
	 	 3160 Upper Bay Road
 Arcata, CA 95521

		
	 	 	 ARTHUR B. LAFFER

		
	 	 	 /s/ Arthur B. Laffer


	 	 	 Arthur B. Laffer

		
	 Address:
	 	 5405 Morehouse Drive, Suite 340
 San Diego, CA 92121

		
	 	 	 MARTIN LEVY

		
	 	 	 /s/ Martin A Levy


	 	 	 Martin Levy

		
	 Address:
	 	 11620 Wilshire Boulevard, #1000
 Los Angeles, CA 90025

		
	 	 	 ALLAN REICH

		
	 	 	 /s/ Allan J Reich


	 	 	 Alan Reich

		
	 Address:
	 	 111 East Wacker Drive, Suite 2800
 Chicago, IL 60602



  
 [SIGNATURE PAGE
TO AMENDMENT NUMBER ONE 
 TO THE AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT] 








	 	 	 ROBERT REICH

		
	 	 	 /s/ Robert Reich


	 	 	 Robert Reich

		
	 Address:
	 	 170 Golf Road
 Rolling Meadows, IL 60006

		
	 	 	 FAYE H. RUSSELL TRUST U/A DATED 7/11/88

		
	 	 	 /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 92075



  
 [SIGNATURE PAGE
TO AMENDMENT NUMBER ONE 
 TO THE AMENDED AND RESTATED STOCKHOLDERS’ 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 AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT] 







 Schedule A 
  
 EXISTING STOCKHOLDERS 
  
 JPS International LLC 
 Internet Floral Concepts, L.P. 
 Abraham J. Wynperle 
 Yuval Moed 
 Michael E. Felsher 







 Schedule B 
  
 NEW STOCKHOLDERS 
  
 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.