**Exhibit 10.42**

 

**THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”).THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO SUCH SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOTREQUIRED.**

 

**PROVIDE COMMERCE, INC.**

 

**WARRANT TO PURCHASE COMMON STOCK**

 

**November 29, 1999**

**Re-issued July 7, 2004**

 

******THIS CERTIFIES THAT**, for value received, **Vantage Venture Partners, L.P.**or its assigns (the “Holder”), is entitled to subscribe for and purchase at the Exercise Price (defined below) from **Provide Commerce, Inc.,**a Delaware corporation, with its principal office at 5005 Wateridge Vista Drive, SecondFloor, San Diego, CA 92121 (the “Corporation” or the “Company”), 10,124 shares of Common Stock of the Company. 

 

**1.****DEFINITIONS**. As used herein, the following terms shall have the following respective meanings: 

 

**(a)**“Exercise Period” shall mean the period commencingwith November 29, 1999 and ending November 29, 2009, unless sooner terminated as provided below. 

 

**(b)**“Exercise Price” shall mean $3.85 per share, subject to adjustment pursuant to Section 5 below. 

 

**(c)**“Exercise Shares” shall mean the shares of theCorporation’s Common Stock issuable upon exercise of this Warrant. 

 

**2.****EXERCISEOF WARRANT**. The rights represented by this Warrant may be exercised in whole or in part at any time during the Exercise Period, by delivery of thefollowing to the Corporation at its address set forth above (or at such other address as it may designate by notice in writing to the Holder): 

 

**(a)**An executed Notice of Exercise in the form attached hereto; 

 

**(b)**Payment of the Exercise Price in cash, wire transfer, or by check, and 

 

**(c)**This Warrant. 

 

Upon the exercise of the rights represented by this Warrant, a certificate orcertificates for the Exercise Shares so purchased, registered in the name of the Holder or persons affiliated with the Holder, if the Holder so designates, shall be issued and delivered to the Holder within a reasonable time after the rightsrepresented by this Warrant shall have been so exercised. 

The person in whose name any certificate or certificates for Exercise Shares are to be issued uponexercise of this Warrant shall be deemed to have become the holder of record of such shares on the date which this Warrant was surrendered and payment of the Exercise Price was made, irrespective of the date of delivery of such certificate orcertificates, except that, if the date of such surrender and payment is a date when the stock transfer books of the Corporation are closed, such person shall be deemed to have become the holder of such shares at the close of business on the nextsucceeding date on which the stock transfer books are open. 

 

**3.****COVENANTSOFTHE CORPORATION.**

 

**3.1****Covenants as to Exercise Shares.**The Corporation covenants and agrees that all Exercise Shares that may be issued upon the exercise ofthe rights represented by this Warrant will, upon issuance, be validly issued and outstanding, fully paid and nonassessable, and free from all taxes, liens and charges with respect to the issuance thereof. The Corporation, further covenants andagrees that the Corporation will at all times during the Exercise Period, have authorized and reserved, free from preemptive rights, a sufficient number of shares of its Common Stock to provide for the exercise of rights represented by this Warrant.If at any time during the Exercise period the number of authorized but unissued shares of Common Stock shall not be sufficient to permit exercise of this Warrant, the Corporation will take such corporate action as may, in the opinion of its counsel,be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposes. 

 

**3.2****No Impairment**. Except and to the extent as waived or consented to by the Holder, the Corporation will not, by amendment of itsCertificate of Incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the termsto be observed or performed hereunder by the Corporation, but will at times in good faith assist in the carrying out of all the provisions of this Warrant and in the taking of all such action as may be necessary or appropriate in order to protectthe exercise rights of the Holder against impairment. 

 

**3.3****Notices of Record Date**. In the event of any taking by the Corporation of a record of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend (other than a cashdividend which is the same as cash dividends paid in previous quarters) or other distribution, the Corporation shall mail to the Holder, at least ten (10) days prior to the date specified herein, a notice specifying the date on which any such recordis to be taken for the purpose of such dividend or distribution. 

 

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**4. REPRESENTATIONOF HOLDER.**

 

**4.1****Acquisition of Warrant for Own Account**. The Holderrepresents and warrants that it is acquiring the Warrant solely for its account for investment and not with a view to or for sale or distribution of said Warrant or any part thereof. The Holder also represents that the entire legal and beneficialinterests of the Warrant and Exercise Shares the Holder is acquiring is being acquired for, and will be held for, its account only. 

 

**4.2 Securities Are Not Registered.**

 

**(a)**The Holder understands that the Warrant and the Exercise Shares have not been registered under the Securities Act of 1933, as amended (the“Act”) on the basis that no distribution or public offering of the stock of the Corporation is to be effected. The Holder realizes that the basis for the exemption may not be present if, notwithstanding its representations, the Holder hasa present intention of acquiring the securities for a fixed or determinable period in the future, selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the securities. The Holder has nosuch present intention. 

 

**(b)**The Holder recognizes thatthe Warrant and the Exercise Shares must be held indefinitely unless they are subsequently registered under the Act or an exemption from such registration is available. The Holder recognizes that the Corporation has no obligation to register theWarrant or the Exercise Shares of the Corporation, or to comply with any exemption from such registration. 

 

**(c)**The Holder is aware that neither the Warrant nor the Exercise Shares may be sold pursuant to Rule 144 adopted under the Act unless certainconditions are met, including, among other things, the existence of a public market for the shares, the availability of certain current public information about the Company, the resale following the required holding period under Rule 144 and thenumber of shares being sold during any three month period not exceeding specified limitations. 

 

**4.3****Disposition of Warrant and Exercise Shares**. 

 

**(a)**The Holder further agrees not to make any disposition of all or any part of the Warrant or Exercise Shares in any event unless and until: 

 

**(i)**The Corporation shall have received a letter secured by the Holder from the Securities and Exchange Commissionstating that no action will be recommended to the Commission with respect to the proposed disposition; or 

 

**(ii)**There is then in effect a registration statement under the Act covering such proposed disposition and such disposition is made in accordancewith said registration statement; or 

 

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**(iii)**The Holder shall have notified the Corporation of the proposed disposition and shall havefurnished the Corporation with a detailed statement of the circumstances surrounding the proposed disposition, and if reasonably requested by the Company, the Holder shall have furnished the Corporation with an opinion of counsel, reasonablysatisfactory to the Company, for the Holder to the effect that such disposition will not require registration of such Warrant or Exercise Shares under the Act or any applicable state securities laws. 

 

**(iv)**Notwithstanding anything else within this agreement to thecontrary, the Holder will not transfer the Warrant unless the Transferee is intending upon exercising the Warrant immediately thereafter; and, furthermore, the Transferee understands that the company has no intention of ever registering the Warrant.

 

**(b)**The Holder understands and agrees that allcertificates evidencing the shares to be issued to the Holder may bear the following legend: 

 

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATIONSTATEMENT AS TO THE SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. 

 

**(c)**The Holder hereby agrees not to sell or otherwise transfer or dispose of all or any part of this Warrant or the Exercise Shares during a periodspecified by the representative of the underwriters of Common Stock (not to exceed one hundred eighty (180) days) following the effective date of the registration statement of the Corporation filed under the Act. Holder further agrees that theCorporation may impose stop-transfer instructions with respect to securities subject to the foregoing restrictions until the end of such period. 

 

**5.****ADJUSTMENTOF EXERCISE PRICE**. In the event of changes in theoutstanding Common Stock of Corporation by reason of stock dividends, split-ups, recapitalizations, reclassifications, combinations or exchanges of shares, separations, reorganizations, liquidations, or the like, the number of class of sharesavailable under the Warrant or in the aggregate and the Exercise Price shall be correspondingly adjusted to give the Holder of the Warrant, on exercise for the same aggregate Exercise Price, the total number, class and kind of shares as the Holderwould have owned had the Warrant been exercised prior to the event and had the Holder continued to hold such shares until after the event requiring adjustment. The form of this Warrant need not be changed because of any adjustment in the number ofExercise Shares subject to this Warrant. The Holder acknowledges that the Exercise Shares and the Exercise Price represent all such adjustments thereof through and including the re-issue date. 

 

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**6.****FRACTIONAL SHARES**. No fractional sharesshall be issued upon the exercise of this Warrant as a consequence of any adjustment pursuant hereto. All Exercise Shares (including fractions) issuable upon exercise of this Warrant may be aggregated for purposes of determining whether the exercisewould result in the issuance of any fractional shares. If, after aggregation, the exercise would result in the issuance of a fractional share, the Corporation shall, in lieu of issuance of any fractional share, pay the Holder otherwise entitled tosuch fraction a sum in cash equal to the product resulting from multiplying the then current fair market value of an Exercise Share by such fraction. 

 

**7.****NO STOCKHOLDER RIGHTS**. This Warrant in and of itself shall not entitle theHolder to any voting rights or other rights as a stockholder of the Corporation. 

 

**8.****TRANSFEROF WARRANT**. Subject to applicable laws, the restriction on transfer set forth on the first page of this Warrant and elsewhere, thisWarrant and all rights hereunder are transferable, by the Holder in person or by duly authorized attorney, upon delivery of this Warrant and the form of assignment attached hereto to any transferee designated by Holder. The transferee shall sign aninvestment letter in form and substance satisfactory to the Corporation. 

 

**9.****LOST, STOLEN, MUTILATEDOR DESTROYED WARRANT**. If this Warrant is lost, stolen, mutilated ordestroyed, the Corporation may, on such terms as to indemnity or otherwise as it may reasonably impose (which shall, in the case of the mutilated Warrant, include the surrender thereof), issue a new Warrant of like denomination and tenor as theWarrant so lost, stolen, mutilated or destroyed. Any such new Warrant shall constitute an original contractual obligation of the Corporation, whether or not the allegedly lost, stolen, mutilated or destroyed Warrant shall be at any time enforceableby anyone. 

 

**10.****NOTICES,ETC.** All notices and other communications required or permitted hereunder shall be in writing and shall be sent by telex, telegram, express mail or other form of rapid communications, if possible, and if not then such notice orcommunication shall be mailed by first-class mail, postage prepaid, addressed in each case to the party entitled thereto at the following addresses: (a) if to the Corporation, to Provide Commerce, Inc., 5005 Wateridge Vista Drive, Second Floor, SanDiego, CA 92121, Attention: General Counsel, Fax Number 858-638-4708, and (b) if to the Holder, to Vantage Venture Partners, L.P., 610 5th Avenue, 7th Floor, New York, NY 10020; Attention: Christopher Brody, Fax #212/218-8133 orat such other address as one party may furnish to the other in writing. Notice shall be deemed effective on the date dispatched if by personal delivery, telecopy, telex or telegram, three days after mailing if by express mail, or five days aftermailing if by first-class mail. 

 

**11.****ACCEPTANCE**. Receipt of this Warrant by the Holder shall constitute acceptance of and agreement to all of the terms and conditions contained herein. 

 

**12.****GOVERNING LAW**.This Warrant and all rights, obligations and liabilities hereunder shall be governed by the laws of the State of California. 

 

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**IN WITNESS WHEREOF**, the Corporationhas caused this Warrant to be executed by its duly authorized officer as of July 7, 2004. 

 
**PROVIDE COMMERCE, INC.**
By:
 
/s/    WILLIAMSTRAUSS            

Name:
 
**William Strauss**

Title:
 
**CEO**

 

Accepted and Agreed: 

 
**VANTAGE VENTURE PARTNERS, L.P.**
By:
 
Vantage Partners, LLC, its General Partner

By:
 
/s/    CHRISTOPHER W.BRODY        

Name:
 
**Christopher W. Brody**

Title:
 
**Chairman**

 

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**NOTICE OF EXERCISE**

 

**TO: PROVIDE COMMERCE, INC.**

 

(1) The undersigned hereby elects to purchase              shares of the Common Stockof **PROVIDE COMMERCE, INC.**(the “Company”) pursuant to the terms of the attached Warrant, and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any. 

 

(2) Please issue a certificate or certificates representing said shares ofCommon Stock in the name of the undersigned or in such other name as specified below: 

 

_______________________________ 

(Name) 

 

_______________________________ 

_______________________________ 

(Address) 

 

(3) The undersigned represents that (i) the undersigned is aware of the Company’s business affairs and financialcondition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision regarding its investment in the Company (ii) the undersigned is experienced in making investments of this type and has such knowledgeand background in financial and business matters that the undersigned is capable of evaluating the merits and risks of this investment and protecting the undersigned’s own interests; (iii) the undersigned is aware that the aforesaid shares ofCommon Stock may not be sold pursuant to Rule 144 adopted under the Securities Act unless certain conditions are met and until the undersigned has held the shares for the number of years prescribed by Rule 144, that among the conditions for use ofthe Rule is the availability of current information to the public about the Company and (iv) the undersigned agrees not to make any disposition of all or any part of the aforesaid shares of Common Stock unless there is in effect a registrationstatement under the Securities Act covering such proposed disposition and such disposition is made in accordance with said registration statement, or the undersigned has provided the Company with an opinion of counsel satisfactory to the Company,stating that such registration is not required. 

 

 
 
 

(Date)
 
(Signature)
  
 
  
(Print Name)

**ASSIGNMENT FORM**

 

******FOR VALUE RECEIVED**, the foregoing Warrant and allrights evidenced thereby are hereby assigned to 

 

Name:
(Please Print)
Address:
(Please Print)
Dated:
   
Holder’s

Signature:
   
Holder’s

Address:
   
 

**NOTE:** The signature to thisAssignment Form must correspond with the name as it appears on the face of the Warrant, without alteration or enlargement or any change whatever. Officers of corporations and those acting in a fiduciary or other representative capacity should fileproper evidence of authority to assign the foregoing Warrant.