Voting Agreement



 Exhibit 10.1 
  
 EXECUTION COPY 
  
 VOTING AGREEMENT 
  
 THIS VOTING AGREEMENT dated as of December 4, 2005 (this “Agreement”), by and among Liberty Media Corporation, a Delaware
corporation (“Parent”), and Jovian Holdings, LLC (formerly known as JPS International, LLC), a Delaware limited liability company (the “Stockholder”). 
  
 RECITALS 
  
 WHEREAS, Parent, Provide Commerce, Inc., a Delaware corporation (the “Company”) and Barefoot Acquisition, Inc., a Delaware corporation
and a wholly owned subsidiary of Parent (“Merger Sub”), concurrently with the execution of this Agreement, have entered into an Agreement and Plan of Merger dated as of the date hereof (as such agreement may be modified or amended
from time to time, the “Merger Agreement”), which provides for the merger of Merger Sub with and into the Company, with the Company as the surviving corporation in the merger (the “Merger”), upon the terms and
subject to the conditions set forth in the Merger Agreement; 
  
 WHEREAS, pursuant to the Merger, all of the issued and outstanding shares of capital stock of the Company will be canceled and converted into the right to receive the Merger Consideration upon the terms and subject to the conditions set
forth in the Merger Agreement; 
  
 WHEREAS, as of the date hereof,
the Stockholder Beneficially (as defined below) owns certain shares of common stock, par value $0.001 per share, of the Company (the “Company Common Stock”); 
  
 WHEREAS, in order to induce Parent and Merger Sub to execute the Merger Agreement, Stockholder desires to restrict the
transfer or disposition of, and desires to vote, the Subject Shares (as defined below) as provided in this Agreement, and the execution and delivery of this Agreement and the Proxy (defined below) is a material condition to Parent’s and Merger
Sub’s willingness to enter into the Merger Agreement; and 
  
 WHEREAS, capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement. 
  
 NOW, THEREFORE, to induce Parent and Merger Sub to enter into, and in consideration of their entering into, the Merger Agreement, and in consideration of
the promises and the representations, warranties and agreements contained herein, the parties agree as follows: 
  
 ARTICLE I 
  
 AGREEMENT TO VOTE 
  
 Section 1.1. Agreement to
Vote. Subject to the terms and conditions hereof, the Stockholder irrevocably and unconditionally agrees that from and after the date hereof and until 








 
the earlier to occur of (a) the Effective Time and (b) 5:00 p.m. (New York time) on the 180th day following the date the Merger Agreement is
terminated in accordance with its terms (the earlier of (a) and (b) being referred to as the “Expiration Time”), at any meeting (whether annual or special, and at each adjourned or postponed meeting) of stockholders,
however called, or in connection with any written consent of the Company’s stockholders, the Stockholder will (x) appear at each such meeting or otherwise cause its Subject Shares (as defined below) to be counted as present thereat for
purposes of calculating a quorum, and respond to each request by the Company for written consent, if any and (y) Vote (as defined below), or cause to be Voted at such meeting, all of the Stockholder’s Subject Shares (i) in favor of
approval and adoption of the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement (the Merger together with such transactions, collectively, the “Transactions”), (ii) against any action
or agreement made in opposition to, or in competition with, the Merger Agreement, the Merger or the Transactions or that is intended, or could reasonably be expected to materially impede, interfere with, adversely affect or discourage the
Transactions or inhibit the timely consummation of the Transactions, including, without limitation, any Alternative Proposal, and (iii) except for the Transactions, against any merger, consolidation, business combination, reorganization,
recapitalization, liquidation or sale or transfer of any material assets of the Company, in each case, to the same extent and with the same effect as the Stockholder might or could do under applicable law, rules and regulations. For the purposes of
this Agreement: “Vote” and any correlative term shall include voting in person or by proxy in favor of or against any action, otherwise consenting or withholding consent in respect of any action (including, without limitation,
consenting in accordance with Section 228 of the DGCL) or taking other action in favor of or against any action; and a Person “Beneficially” owns a security if such Person, directly or indirectly, through any contract, arrangement,
understanding or otherwise has (A) the power to vote, or direct the vote of such security and (B) the power to dispose, or direct the disposition of such security. 
  
 Section 1.2. Additional Shares. The Stockholder hereby agrees, while this Agreement is in effect, to promptly notify
Parent of the number of any new shares of Company Common Stock with respect to which Beneficial ownership is acquired by the Stockholder, if any, after the date hereof (such shares of Company Common Stock, “New Shares”). The
Stockholder also agrees that any New Shares acquired or purchased by it shall be subject to the terms of this Agreement to the same extent as if they constituted Subject Shares. 
  
 Section 1.3. Restrictions on Transfer. On and after the date hereof and until the Expiration Time, the Stockholder
agrees not to, directly or indirectly, transfer, sell, offer, exchange, pledge or otherwise dispose of or encumber any of its Subject Shares, Options (as defined below) or New Shares; provided, however, that the Stockholder may
transfer any of the Subject Shares to a charitable foundation controlled by or under common control with the Stockholder if such charitable foundation, as an express condition precedent of such transfer, becomes a party to this Agreement by
executing a counterpart signature page hereto and agreeing to be bound by its original terms. 
  
 Section 1.4. Proxies. The Stockholder hereby revokes any and all previous proxies granted with respect to its Subject Shares. By entering into this Agreement, the Stockholder hereby grants a proxy
(“Proxy”) appointing Parent, Merger Sub and each of their designees, and each of them individually, as the Stockholder’s attorney-in-fact and proxy, with full power of 

  

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substitution, for and in the Stockholder’s name, to be counted as present, Vote, dissent or withhold consent, or otherwise to act on behalf of the
Stockholder with respect to its Subject Shares in favor of the Merger Agreement and the Transactions and otherwise in the manner contemplated by, and to give effect to, Section 1.1 hereof. The Proxy granted by the Stockholder pursuant to this
Section 1.4 is, subject to the last sentence of this Section 1.4, irrevocable and is coupled with an interest, in accordance with Section 212(e) of the DGCL, and is granted in order to secure the Stockholder’s performance under
this Agreement and also in consideration of Parent and Merger Sub entering into this Agreement and the Merger Agreement. If the Stockholder fails for any reason to be counted as present, consent or Vote the Stockholder’s Subject Shares in
accordance with the requirements of Section 1.1 above (or anticipatorily breaches such section), then Parent and Merger Sub shall have the right to cause to be present, consent or vote the Stockholder’s Subject Shares in accordance with
the provisions of Section 1.1. The Proxy granted by the Stockholder hereunder shall supersede any prior proxy and shall not be superseded by any later proxy granted, made or purported to be granted or made by the Stockholder. The Proxy granted
by the Stockholder shall terminate upon termination of this Agreement in accordance with its terms. 
  
 ARTICLE II 
  
 REPRESENTATIONS AND WARRANTIES 
  
 Section 2.1.
Representations and Warranties of Stockholders. The Stockholder represents and warrants to Parent that: 
  
 (a) The Stockholder Beneficially owns the number of shares of Company Common Stock set forth opposite the Stockholder’s name on
Exhibit A attached hereto (such shares of Company Common Stock, the “Subject Shares”), free and clear of all Liens or Restrictions. Except for this Agreement and the Merger Agreement, there are no options, warrants or other rights,
agreements, arrangements or commitments of any character to which it is a party relating to the pledge, disposition or Voting of such Subject Shares and there are no Voting trusts or Voting agreements with respect to such Subject Shares. 

 
 (b) The Stockholder does not beneficially own any shares
of Company Common Stock other than the Stockholder’s Subject Shares and does not have any options, warrants or other rights to acquire any additional shares of capital stock of the Company or any security exercisable for or convertible into
shares of capital stock of the Company (“Options”). 
  
 (c) The Stockholder has not appointed or granted any proxy, which appointment or grant is still effective with respect to the Subject Shares or any New Shares. 
  
 (d) The Stockholder is duly organized and validly existing
under the laws of its jurisdiction of organization and is duly authorized to do business and is in good standing under the laws of its jurisdiction of organization. 
  
 (e) The Stockholder has full power and authority to enter into, execute and deliver this Agreement and to
perform fully its obligations hereunder and this Agreement has been duly executed and delivered and constitutes the legal, valid and binding obligation of the 

  

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Stockholder enforceable against it in accordance with its terms (except insofar as enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting creditors’ rights generally, or by principles governing the availability of equitable remedies). 
  
 (f) Other than filings under the Exchange Act, no notices, reports or other filings are required to be made by the Stockholder with, nor
are any consents, registrations, approvals, permits or authorizations required to be obtained by the Stockholder from, any Governmental Entity, in connection with the execution and delivery of this Agreement by the Stockholder. 
  
 (g) The execution, delivery and performance of this
Agreement by the Stockholder does not, and the consummation by it of the transactions contemplated hereby will not, (i) violate, conflict with or constitute a breach of, or a default under, the certificate of formation, articles of
organization, operating agreement or any of their comparable governing instruments of the Stockholder, (ii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any
right of termination, cancellation, modification or acceleration) (whether after the giving of notice or the passage of time or both) under any Contract to which the Stockholder is a party or by which any of its assets are bound, (iii) will not
result in the creation of any Lien on any of the assets of the Stockholder or (iv) result in a violation of, under or pursuant to any law, rule, regulation, order, judgment or decree applicable to the Stockholder or by which any of its assets
are bound. 
  
 ARTICLE III 
  
 ADDITIONAL AGREEMENTS 
  
 Section 3.1. Waiver of Appraisal Rights. The Stockholder hereby waives
any rights of appraisal or rights of dissent from the Merger that the Stockholder may have under the DGCL or otherwise. 
  
 Section 3.2. Sales Plans. The Stockholder hereby agrees and covenants that, as soon as practicable after the date hereof, the Stockholder will take
any and all actions reasonably necessary to suspend (until the Expiration Time) or terminate its participation in any and all plans adopted pursuant to Rule 10b5-1 promulgated under the Exchange Act to which such Stockholder is a party that relate
to the Subject Shares, Options or any New Shares. 
  
 Section 3.3.
Disclosure. The Stockholder hereby authorizes Parent and Merger Sub to publish and disclose in any announcement or disclosure required by the Commission and in the Proxy Statement the Stockholder’s identity and ownership of the Subject
Shares and New Shares (if any) and the nature of the Stockholder’s obligation under this Agreement. The Stockholder hereby agrees that, without the prior written consent of Parent, it shall not issue any press release or make any public
statements with respect to this Agreement, the Merger Agreement, the Transactions, Parent, Merger Sub or the Company, except as may be required by applicable law or court process. 
  

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 Section 3.4. Non-Interference; Further Assurances. The Stockholder agrees that prior to the
termination of this Agreement, it shall not take any action that would make any representation or warranty of it contained herein untrue or incorrect or have the effect of preventing, impeding, interfering with or adversely affecting the performance
by the Stockholder of its obligations under this Agreement. 
  
 Section 3.5. No Proxy Solicitations. The Stockholder agrees that it will not, nor will it permit any of its members or any Person under its control to, directly or indirectly: (i) solicit, initiate, encourage, knowingly induce
any inquiry with respect to, or the making, submission or announcement of, any Alternative Proposal, (ii) participate or engage in any discussions or negotiations regarding, or furnish to any Person any nonpublic information with respect to, or
take any other action that is intended to facilitate or encourage any inquiries concerning or the making of any proposal that constitutes or could reasonably be expected to lead to, any Alternative Proposal, (iii) approve, endorse, recommend or
make or authorize any public statement, recommendation or solicitation in support of any Alternative Proposal, or (iv) execute or enter into, or publicly propose to execute or enter into, any letter of intent or similar document or any
contract, agreement or commitment contemplating or otherwise relating to any Alternative Proposal or transaction contemplated thereby, except, with respect to clauses (i) and (ii) to notify such Person as to the existence of these
provisions. The Stockholder further agrees that it shall use reasonable efforts to cause its agents and representatives (including any investment banker, attorney or accountant retained by Stockholder) to comply with this Section 3.5, and shall
not authorize or permit any of them to take any action in contravention of the provisions hereof. It is understood that this Section 3.5 limits the rights of the Stockholder only to the extent that Stockholder is acting in Stockholder’s
capacity as a stockholder, and that the taking of any action specifically permitted by Section 6.5 of the Merger Agreement by any officer or director of the Company (in his or her capacity as such) shall not be considered a breach or violation
of this Agreement. 
  
 Section 3.6. No Voting Trusts. The
Stockholder agrees that it will not, nor will the Stockholder permit any Person under its control to, deposit any of the Stockholder’s Subject Shares or New Shares (if any) in a Voting trust or subject any of such Stockholder’s Subject
Shares or New Shares (if any) to any arrangement with respect to the Voting of the Subject Shares or New Shares (if any) inconsistent with this Agreement. 
  
 Section 3.7. No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent or Merger Sub any direct or indirect
ownership or incidence of ownership of or with respect to any Subject Shares. All rights, ownership and economic benefits of and relating to the Subject Shares shall remain vested in and belong to the Stockholder, and Parent and Merger Sub shall
have no authority to manage, direct, superintend, restrict, regulate, govern or administer any of the policies or operations of the Company or exercise any power or authority to direct the Stockholder in the voting of any of the Subject Shares,
except as otherwise provided herein with respect to the Subject Shares and New Shares (if any). 
  

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 ARTICLE IV 
  
 TERMINATION 
  
 Section 4.1. Termination. This Agreement and the Proxy shall terminate and shall have no further force or effect after Expiration Time. 

 
 Section 4.2. Effect of Termination. Upon termination of this
Agreement, the rights and obligations of all the parties will terminate and become void without further action by any party except for the provisions of Section 4.1, this Section 4.2 and Article V, which will survive such termination.

  
 ARTICLE V 
  
 MISCELLANEOUS 
  
 Section 5.1. Specific Performance. Each party hereto acknowledges that it will be impossible to measure in money the
damage to the other party if a party hereto fails to comply with any of the obligations imposed by this Agreement, that every such obligation is material and that, in the event of any such failure, the other party will not have an adequate remedy at
law or damages. Accordingly, each party hereto agrees that injunctive relief or other equitable remedy, in addition to remedies at law or damages, is the appropriate remedy for any such failure and will not oppose the granting of such relief on the
basis that the other party has an adequate remedy at law. 
  
 Section 5.2. Entire Agreement; Amendment; Waiver. This Agreement (including the Exhibits and the other documents and instruments referred to herein) constitutes the entire agreement and supersedes all prior agreements and
understandings, written or oral, among the parties with respect to the subject matter hereof. This Agreement may not be amended, supplemented or modified, and no provisions hereof may be modified or waived, except by an instrument in writing signed
by each of the parties hereto. No waiver of any provisions hereof by any party shall be deemed a waiver of any other provisions hereof by any such party, nor shall any such waiver be deemed a continuing waiver of any provision hereof by such party.

  
 Section 5.3. Notices. All notices, requests, demands,
waivers and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given if delivered personally (by reputable overnight courier service or otherwise) or mailed,
certified or registered mail with postage prepaid, or sent by confirmed telecopier, as follows: 
  

	 	(a)	If to Parent: 

  

	 	 	Liberty Media Corporation 


	 	 	12300 Liberty Boulevard 


	 	 	Englewood, CO 80112 


	 	 	Attention: General Counsel 


	 	 	Facsimile: (720) 875-5382 

  

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	 	 	with an additional copy to: 

  

	 	 	Baker Botts L.L.P. 


	 	 	30 Rockefeller Plaza 


	 	 	New York, New York 10112 


	 	 	Attention: Lee D. Charles, Esq. 


	 	 	Facsimile: (212) 408-2501 

  

	 	(b)	If to Stockholder: 

  

	 	 	Jovian Holdings, LLC 


	 	 	303 East 17th Ave. Suite 1080 


	 	 	Denver, CO 80203 


	 	 	Attention: Olivia Lazarus 


	 	 	Facsimile: (303) 756-7191 

  

	 	 	with an additional copy to: 

  

	 	 	E*Law Group 


	 	 	3555 W. 110th Place 


	 	 	Westminster, Colorado 80031 


	 	 	Attention: Jeremy W. Makarechian, Esq. 


	 	 	Facsimile: (303) 479-7920 

  
 or to such other Person or address as any party shall specify by notice in writing to the other party. Any such notice shall be deemed to have been given (i) upon
actual delivery, if delivered by hand, (ii) on the third (3rd) business day following deposit of such notice, properly addressed with postage prepaid, with the United States Postal Service if mailed by registered or certified mail, return
receipt requested, or (iii) upon sending such notice, if sent via facsimile, with confirmation of receipt, except that any notice of change of address shall be effective only upon actual receipt thereof. 
  
 Section 5.4. Governing Law. THIS AGREEMENT SHALL BE DEEMED TO BE MADE
IN AND IN ALL RESPECTS SHALL BE INTERPRETED, CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE WITHOUT REGARD TO THE CONFLICT OF LAW PRINCIPLES THEREOF. 
  
 Section 5.5. Venue; Waiver of Jury Trial. The parties hereby irrevocably consent to the exclusive jurisdiction and
venue of the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State
of Delaware) in connection with any matter based upon or arising out of this Agreement or the matters contemplated herein, agrees that process may be served upon them in any manner authorized by the laws of the State of Delaware for such persons and
waives and covenants not to assert or plead any objection which they might otherwise have to such jurisdiction, venue and such process. 
  

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 EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO
INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO
THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT,
IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (iv) EACH PARTY HAS BEEN INDUCED TO
ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.5. 
  
 Section 5.6. Severability. In the event that any provision of the Agreement is held to be illegal, invalid or unenforceable in a final,
unappealable order or judgment (each such provision, an “invalid provision”), then such provision shall be severed from this Agreement and the remaining provisions of this Agreement shall remain binding on the parties hereto. Without
limiting the generality of the foregoing sentence, in the event a change in any applicable law, rule or regulation makes it unlawful for a party to comply with any of its obligations hereunder, the parties shall negotiate in good faith a
modification to such obligation to the extent necessary to comply with such law, rule or regulation that is as similar in terms to the original obligation as may be possible while preserving the original intentions and economic positions of the
parties as set forth herein to the maximum extent feasible. 
  
 Section 5.7. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and all of which together shall constitute one and the same instrument. 
  
 Section 5.8. Headings. All Section headings herein are for convenience
of reference only and are not part of this Agreement, and no construction or reference shall be derived therefrom. 
  
 Section 5.9. THIRD PARTY BENEFICIARIES. NOTHING IN THIS AGREEMENT, EXPRESS OR IMPLIED, IS INTENDED TO CONFER UPON ANY THIRD PARTY ANY RIGHTS OR
REMEDIES OF ANY NATURE WHATSOEVER UNDER OR BY REASON OF THIS AGREEMENT. 
  
 Section 5.10. Assignment. Neither the Stockholder nor Parent may assign any of its rights or obligations under this Agreement without the prior written consent of the other parties hereto, except that Parent may assign its rights and
obligations hereunder to any of its direct or indirect wholly owned subsidiaries (including Merger Sub), but no such assignment shall relieve Parent of its obligations hereunder if such transferee does not perform such obligations. Subject to the
preceding sentence, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns. 
  

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 Section 5.11. Joint Participation in Drafting this Agreement. The parties acknowledge and confirm
that each of their respective attorneys have participated jointly in the drafting, review and revision of this Agreement and that it has not been written solely by counsel for one party and that each party has had the benefit of its independent
legal counsel’s advice with respect to the terms and provisions hereof and its rights and obligations hereunder. Each party hereto, therefore, stipulates and agrees that the rule of construction to the effect that any ambiguities are to be or
may be resolved against the drafting party shall not be employed in the interpretation of this Agreement to favor any party against another and that no party shall have the benefit of any legal presumption or the detriment of any burden of proof by
reason of any ambiguity or uncertain meaning contained in this Agreement. 
  
 Section 5.12. Expenses. Whether or not the Transactions are consummated, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby will be paid by the party
incurring such cost or expense. 
  
 [Remainder of page
intentionally left blank.] 
  

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 IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first written above.

  

			
	 LIBERTY MEDIA CORPORATION

		
	 By:
	 	 /s/ Michael P. Zeisser

	 	 	 Michael P. Zeisser

	 	 	 Senior Vice President

	
	 JOVIAN HOLDINGS, LLC

		
	 By:
	 	 /s/ Olivia Lazarus

	 	 	 Olivia Lazarus

	 	 	 Vice President of Finance



  
 [SIGNATURE PAGE
TO VOTING AGREEMENT] 









 EXHIBIT A 
  

STOCKHOLDER OWNERSHIP OF 
 SUBJECT SHARES AND
OPTIONS 
  

					
	 Stockholder

	  	     Subject Shares    

	  	     Options    


	 Jovian Holdings, LLC
	  	3,508,151	  	0
	 TOTAL
	  	3,508,151	  	0