{"id":43592,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/series-a-preferred-stock-purchase-agreement.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"series-a-preferred-stock-purchase-agreement","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/series-a-preferred-stock-purchase-agreement.html","title":{"rendered":"Series A Preferred Stock Purchase Agreement"},"content":{"rendered":"<pre>\n\n                                AMAZON.COM, INC.\n\n                  SERIES A PREFERRED STOCK PURCHASE AGREEMENT\n\n                                 JUNE 21, 1996\n\n\n\n\n                               TABLE OF CONTENTS\n\n\n                                                                                                                            PAGE\n                                                                                                                      \n1.       Purchase and Sale of Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   -1-\n         1.1     Sale and Issuance of Series A Preferred Stock  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   -1-\n         1.2     Closing  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   -1-\n\n2.       Representations and Warranties of the Company  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   -1-\n         2.1     Organization, Good Standing and Qualification  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   -1-\n         2.2     Capitalization   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   -2-\n         2.3     Subsidiaries   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   -2-\n         2.4     Authorization  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   -2-\n         2.5     Valid Issuance of Preferred and Common Stock   . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   -3-\n         2.6     Governmental Consents  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   -3-\n         2.7     Litigation   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   -3-\n         2.8     Employees  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   -4-\n         2.9     Patents and Trademarks   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   -4-\n         2.10    Compliance with Other Instruments  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   -5-\n         2.11    Permits  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   -5-\n         2.12    Environmental and Safety Laws  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   -5-\n         2.13    Disclosure   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   -5-\n         2.14    Registration Rights  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   -6-\n         2.15    Title to Property and Assets   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   -6-\n         2.16    Financial Statements   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   -6-\n         2.17    Agreements; Action   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   -6-\n         2.18    Tax Returns and Audits   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   -7-\n         2.19    Shareholder Agreements   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   -7-\n         2.20    Brokers or Finders   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   -7-\n         2.21    Qualified Small Business   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   -7-\n\n3.       Representations and Warranties of the Investors  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   -7-\n         3.1     Experience   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   -8-\n         3.2     Investment   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   -8-\n         3.3     Rule 144   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   -8-\n         3.4     No Public Market   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   -8-\n         3.5     Access to Data   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   -8-\n         3.6     Authorization  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   -9-\n         3.7     Accredited Investor  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   -9-\n\n4.       Conditions of Investor's Obligations at Closing  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   -9-\n         4.1     Representations and Warranties   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   -9-\n         4.2     Performance  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   -9-\n         4.3     Compliance Certificate   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   -9-\n\n\n\n\n                                       i\n\n\n\n\n\n                               TABLE OF CONTENTS\n                                  (CONTINUED)\n\n\n                                                                                                                            PAGE\n                                                                                                                      \n         4.4     Board of Directors   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   -9-\n         4.5     Blue Sky   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   -9-\n         4.6     Opinion of Company Counsel   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   -9-\n         4.7     Investor Rights Agreement  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   -9-\n         4.8     Co-Sale Agreement  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   -9-\n\n5.       Conditions of the Company's Obligations at Closing  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    -9-\n         5.1     Representations and Warranties   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   -10-\n         5.2     Payment of Purchase Price  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   -10-\n         5.3     Blue Sky   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   -10-\n         5.4     Investor Rights Agreement  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   -10-\n         5.5     Co-Sale Agreement  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   -10-\n         5.6     Proceedings and Documents  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   -10-\n\n6.       Miscellaneous  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   -11-\n         6.1     Governing Law  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   -11-\n         6.2     Survival   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   -11-\n         6.3     Successors and Assigns   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   -11-\n         6.4     Entire Agreement; Amendment  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   -11-\n         6.5     Notices, Etc   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   -11-\n         6.6     Delays or Omissions  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   -12-\n         6.7     California Corporate Securities Law  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   -12-\n         6.8     Expenses   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   -12-\n         6.9     Finder's Fee   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   -12-\n         6.10    Counterparts   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   -12-\n         6.11    Severability   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   -12-\n\n\n\n\n\n\n                                     -ii-\n\n\n                               TABLE OF CONTENTS\n                                  (CONTINUED)\n\n\n\n\n                       \nEXHIBITS\n         Exhibit A        Schedule of Investors\n         Exhibit B        Amended and Restated Certificate of Incorporation\n         Exhibit C        Schedule of Exceptions\n         Exhibit D        Investor Rights Agreement\n         Exhibit E        Co-Sale Agreement\n         Exhibit F        Right of First Refusal Agreement\n         Exhibit G        Voting Agreement\n\n\n\n\n\n\n                                    -iii-\n\n\n\n\n                            STOCK PURCHASE AGREEMENT\n\n         THIS STOCK PURCHASE AGREEMENT is made as of the 21st day of June,\n1996, by and among AMAZON.COM, INC., a Delaware corporation (the 'Company'),\nwith its principal office at 2250 First Avenue South, Seattle, Washington 98134\nand the investors listed on Exhibit A hereto, each of which is herein referred\nto as an 'Investor.'\n\n         1.      Purchase and Sale of Stock.\n\n                 1.1      Sale and Issuance of Series A Preferred Stock.\n\n                          (a)     The Company shall adopt and file with the\nSecretary of State of Delaware on or before the Closing (as defined below) the\nDesignation of Rights and Preferences of Series A Preferred Stock in the form\nattached hereto as Exhibit B (the 'Designation').\n\n                          (b)     Subject to the terms and conditions of this\nAgreement, each Investor agrees, severally, to purchase at the Closing and the\nCompany agrees to sell and issue to each Investor at the Closing that number of\nshares of the Company's Series A Preferred Stock (the 'Series A Preferred') set\nforth opposite each Investor's name on Exhibit A hereto for the purchase price\nper share of $14.05 as set forth thereon.  The shares of Series A Preferred to\nbe sold pursuant to this Agreement are collectively referred to herein as the\n'Shares.'\n\n                 1.2      Closing.  The purchase and sale of the Shares shall\ntake place at the offices of Wilson Sonsini Goodrich &amp; Rosati, 650 Page Mill\nRoad, Palo Alto, California, at 9:30 a.m., on June 21, 1996, or at such other\ntime and place as the Company and Investors acquiring in the aggregate more\nthan half the Shares sold pursuant hereto mutually agree upon orally or in\nwriting (which time and place are designated as the 'Closing').  At the Closing\nthe Company shall deliver to each Investor a certificate or certificates\nrepresenting the Series A Preferred that such Investor is purchasing against\npayment of the purchase price therefor by check, wire transfer or any\ncombination thereof.\n\n         2.      Representations and Warranties of the Company.  Except as set\nforth in the Schedule of Exceptions attached hereto as Exhibit C, the Company\nhereby represents and warrants as follows:\n\n                 2.1      Organization, Good Standing and Qualification.  The\nCompany is a corporation duly organized, validly existing and in good standing\nunder the laws of the State of Delaware and has all requisite corporate power\nand authority to carry on its business as currently conducted.  The Company is\nduly qualified to transact business and is in good standing in each\njurisdiction in which the failure to so qualify would have a material adverse\neffect on its business or properties.  True and accurate copies of the\nCompany's Certificate of\n\n\n\n\n\n\n\n\n\n\nIncorporation and Bylaws, each as amended and in effect at the Closing, have\nbeen delivered to the special counsel to the Investors.\n\n                 2.2      Capitalization.  The authorized capital stock of the\nCompany consists of Twenty Five Million (25,000,000) shares of Common Stock\n('Common Stock'), of which Two Million Five Hundred Eighty Nine Thousand Seven\nHundred Eleven (2,589,711) shares are issued and outstanding on the date of\nthis Agreement and Five Million (5,000,000) shares of Preferred Stock\n('Preferred Stock'), of which Five Hundred Sixty Nine Thousand, Three Hundred\nand Ninety Six (569,396) are designated as Series A Preferred Stock, and none\nof which is issued and outstanding.  All such issued and outstanding shares\nhave been duly authorized and validly issued and are fully paid and\nnonassessable.  The Company has reserved Five Hundred Sixty Nine Thousand,\nThree Hundred Ninety Six (569,396) shares of Common Stock for issuance upon\nconversion of the Series A Preferred.  The Company has reserved Four Hundred\nFourteen Thousand Six Hundred Thirty-Six (414,636) shares of Common Stock for\nissuance upon exercise of options granted and outstanding as of the date of\nthis Agreement.  The Company has reserved Three Hundred Forty-One Thousand Six\nHundred Fifteen (341,615) shares of Common Stock for issuance after the date of\nthis Agreement to future employees, consultants and directors of the Company.\nOther than the shares reserved for issuance described in this paragraph, there\nare no outstanding rights, options, warrants, preemptive rights, rights of\nfirst refusal or similar rights for the purchase or acquisition from the\nCompany of any securities of the Company.  All outstanding shares have been\nissued in compliance with state and federal securities laws.\n\n                 2.3      Subsidiaries.  The Company does not presently own or\ncontrol, directly or indirectly, any interest in any other corporation,\nassociation, or other business entity.  The Company is not a participant in any\njoint venture, partnership, or similar arrangement.\n\n                 2.4      Authorization.  All corporate action on the part of\nthe Company, its officers, directors and shareholders necessary for the\nauthorization, execution and delivery of this Agreement, the Investor Rights\nAgreement in the form attached hereto as Exhibit D (the 'Investor Rights\nAgreement'), the Co-Sale Agreement in the form attached hereto as Exhibit E\n(the 'Co-Sale Agreement'), the Right of First Refusal Agreement in the form\nattached hereto as Exhibit F (the 'Right of First Refusal Agreement') and the\nVoting Agreement in the form attached hereto as Exhibit G (the 'Voting\nAgreement), the performance of all obligations of the Company hereunder and\nthereunder, and the authorization, issuance (or reservation for issuance), sale\nand delivery of the Shares being sold hereunder and the Common Stock issuable\nupon conversion of the Shares has been taken or will be taken prior to the\nClosing, and this Agreement, the Investor Rights Agreement and the Co- Sale\nAgreement constitute valid and legally binding obligations of the Company,\nenforceable in accordance with their respective terms, subject to:  (i)\njudicial principles limiting the availability of specific performance,\ninjunctive relief, and other equitable remedies; (ii) bankruptcy, insolvency,\nreorganization, moratorium or other similar laws now or hereafter in effect\ngenerally relating to or affecting creditors' rights; and (iii) limitations on\nthe enforceability of the indemnification provisions of the Investor Rights\nAgreement.\n\n\n\n\n\n                                     -2-\n   7\n\n\n\n\n                 2.5      Valid Issuance of Preferred and Common Stock.  The\nshares of Series A Preferred that are being purchased by the Investors\nhereunder, when issued, sold and delivered in accordance with the terms of this\nAgreement for the consideration expressed herein, will be duly and validly\nissued, fully paid, and nonassessable, and will be free of restrictions on\ntransfer directly or indirectly created by the Company other than restrictions\non transfer under this Agreement, the Investor Rights Agreement, the Right of\nFirst Refusal Agreement and the Co-Sale Agreement and under applicable state\nand federal securities laws.  The Common Stock issuable upon conversion of the\nSeries A Preferred purchased under this Agreement has been duly and validly\nreserved for issuance and, upon issuance in accordance with the terms of the\nDesignation, will be duly and validly issued, fully paid, and nonassessable and\nwill be free of restrictions on transfer directly or indirectly created by the\nCompany other than restrictions on transfer under this Agreement, the Investor\nRights Agreement, the Right of First Refusal Agreement and the Co-Sale\nAgreement and under applicable state and federal securities laws.\n\n                 2.6      Governmental Consents.  No consent, approval, order\nor authorization of, or registration, qualification, designation, declaration\nor filing with, any federal, state or local governmental authority on the part\nof the Company is required in connection with the offer, sale or issuance of\nthe Shares (and the Common Stock issuable upon conversion of the Shares) or the\nconsummation of any other transaction contemplated hereby, except for the\nfollowing:  (i) the filing of the Restated Certificate in the office of the\nSecretary of State of the State of Delaware, which shall be filed by the\nCompany on or prior to the Closing Date; (ii) the filing of such notices as may\nbe required under the Securities Act of 1933, as amended (the 'Securities\nAct'); (iii) the filing of a notice of exemption pursuant to Section 25102(f)\nof the California Corporate Securities Law of 1968, as amended (the 'California\nSecurities Law'), which shall be filed by the Company promptly following the\nClosing; and (iv) the compliance with Washington and any other applicable state\nsecurities laws, which compliance will have occurred within the appropriate\ntime periods therefor.  Based in part on the representations of the Investors\nset forth in Section 3 below, the offer, sale and issuance of the Shares in\nconformity with the terms of this Agreement are exempt from the registration\nrequirements of Section 5 of the Securities Act, from the qualification\nrequirements of Section 25110 of the California Securities Law and from any\nsimilar requirement under Washington securities law.\n\n                 2.7      Litigation.  There is no action, suit, proceeding or\ninvestigation pending or, to the best of the Company's knowledge, currently\nthreatened before any court, administrative agency or other governmental body\nagainst the Company which questions the validity of this Agreement, the\nInvestor Rights Agreement or the Co-Sale Agreement or the right of the Company\nto enter into any of them, or to consummate the transactions contemplated\nhereby or thereby, or which would be reasonably likely to result, either\nindividually or in the aggregate, in any material adverse change in the\ncondition (financial or otherwise), business, property, assets or liabilities\nof the Company.  The foregoing includes, without limitation, actions, suits,\nproceedings or investigations pending or, to the best knowledge of the Company,\nthreatened (or any basis therefor known to the Company)\n\n\n\n\n\n                                     -3-\n\n\n\n\n\ninvolving the prior employment of any of the Company's employees, their use in\nconnection with the Company's business of any information or techniques\nallegedly proprietary to any of their former employers, or their obligations\nunder any agreements with prior employers.  The Company is not a party or\nsubject to, and none of its assets is bound by, the provisions of any order,\nwrit, injunction, judgment or decree of any court or government agency or\ninstrumentality which would be reasonably likely to have a material adverse\neffect on the Company.\n\n                 2.8      Employees.  Each employee of the Company has executed\na proprietary information agreement, in substantially the form delivered to\nspecial counsel to the Investors.  To the best knowledge of the Company, no\nofficer or key employee is in violation of any prior employee contract or\nproprietary information agreement.  Each holder of Common Stock of the Company\nhas entered into a Shareholders Agreement in the form provided to special\ncounsel to the Investors.  The Company is not a party to or bound by any\ncurrently effective employment contract, deferred compensation agreement, bonus\nplan, incentive plan, profit sharing plan, retirement agreement or other\nemployee compensation agreement or arrangement with any collective bargaining\nagent.  No employees of the Company are represented by any labor union or\ncovered by any collective bargaining agreement.  There is no pending or, to the\nbest of the Company's knowledge, threatened labor dispute involving the Company\nand any group of its employees.\n\n                 2.9      Patents and Trademarks.  The Company has sufficient\ntitle to and ownership of all trade secrets, and, to its knowledge, copyrights,\ninformation, proprietary rights and processes, patents, trademarks, service\nmarks and trade names necessary for its business as now conducted without any\nmaterial conflict with or infringement of the rights of others.  There are no\nmaterial outstanding options, licenses, or agreements of any kind relating to\nthe foregoing, nor is the Company bound by or a party to any material options,\nlicenses or agreements of any kind with respect to the patents, trademarks,\nservice marks, trade names, copyrights, trade secrets, licenses, information,\nproprietary rights and processes of any other person or entity.  The Company\nhas not received any written, or to its knowledge, oral communications alleging\nthat the Company has violated or, by conducting its business as proposed, would\nviolate any of the patents, trademarks, service marks, trade names, copyrights\nor trade secrets or other proprietary rights of any other person or entity.  To\nthe Company's knowledge, none of the Company's employees is obligated under any\ncontract (including licenses, covenants or commitments of any nature) or other\nagreement, or subject to any judgment, decree or order of any court or\nadministrative agency, that would interfere with the use of his or her best\nefforts to promote the interests of the Company or that would conflict with the\nCompany's business as proposed to be conducted.  To the Company's knowledge,\nneither the execution nor delivery of this Agreement or the Investor Rights\nAgreement, nor the carrying on of the Company's business by the employees of\nthe Company, nor the conduct of the Company's business as proposed, will\nconflict with or\n\n\n\n\n\n                                     -4-\n\n\n\n\n\nresult in a breach of the terms, conditions or provisions of, or constitute a\ndefault under, any contract, covenant or instrument under which any of such\nemployees is now obligated.  The Company covenants that it will not, at any\ntime, knowingly conduct its business in such a way as to conflict with or\nresult in a breach of the terms, conditions or provisions of, or constitute a\ndefault under, any contract, covenant or instrument under which any of such\nemployees is obligated.  The Company does not believe it is or will be\nnecessary to utilize any inventions of any of its employees (or people it\ncurrently intends to hire) made prior to their employment by the Company.\n\n                 2.10     Compliance with Other lnstruments.  The Company is\nnot in violation or default of any provision of its Certificate of\nIncorporation or Bylaws, each as amended and in effect on and as of the\nClosing.  The Company is not in violation or default of any material provision\nof any instrument, mortgage, deed of trust, loan, contract, commitment,\njudgment, decree, order or obligation to which it is a party or by which it or\nany of its properties or assets are bound which would materially adversely\naffect the condition (financial or otherwise), business, property, assets or\nliabilities of the Company or, to the best of its knowledge, of any provision\nof any federal, state or local statute, rule or governmental regulation which\nwould materially adversely affect the condition (financial or otherwise),\nbusiness, property, assets or liabilities of the Company.  The execution,\ndelivery and performance of and compliance with this Agreement, the Investor\nRights Agreement and the Co-Sale Agreement, and the issuance and sale of the\nShares, will not result in any such violation, be in conflict with or\nconstitute, with or without the passage of time or giving of notice, a default\nunder any such provision, require any consent or waiver under any such\nprovision (other than any consents or waivers that have been obtained), or\nresult in the creation of any mortgage, pledge, lien, encumbrance or charge\nupon any of the properties or assets of the Company pursuant to any such\nprovision.\n\n                 2.11     Permits.  The Company has all franchises, permits,\nlicenses, and any similar authority necessary for the conduct of its business\nas now being conducted by it, the lack of which could reasonably be expected to\nmaterially and adversely affect the business, properties, prospects, or\nfinancial condition of the Company, and the Company believes it can obtain,\nwithout undue burden or expense, any similar authority for the conduct of its\nbusiness as planned to be conducted.  The Company is not in default in any\nmaterial respect under any of such franchises, permits, licenses, or other\nsimilar authority.\n\n                 2.12     Environmental and Safety Laws.  To the best of its\nknowledge, the Company is not in violation of any applicable statute, law or\nregulation relating to the environment or occupational health and safety, and\nto the best of its knowledge, no material expenditures are or will be required\nin order to comply with any such existing statute, law or regulation,\n\n                 2.13     Disclosure.  No representation, warranty or statement\nby the Company in this Agreement, or in any written statement or certificate\nfurnished to the Investors pursuant to this Agreement, contains any untrue\nstatement of a material fact or, when taken together, omits to state a material\nfact necessary to make the statements made herein or therein, in light of the\ncircumstances under which they were made, not misleading.  However, as to any\nprojections furnished to the Investors, such projections were prepared in good\nfaith\n\n\n\n\n\n                                     -5-\n\n\n\n\n\nby the Company, but the Company makes no representation or warranty that it\nwill be able to achieve such projections.\n\n                 2.14     Registration Rights.  Except as provided in the\nInvestor Rights Agreement, the Company has not granted or agreed to grant any\nregistration rights, including piggyback rights, to any person or entity.\n\n                 2.15     Title to Property and Assets.  The Company has good\nand marketable title to all of its properties and assets free and clear of all\nmortgages, liens and encumbrances, except liens for current taxes and\nassessments not yet due and possible minor liens and encumbrances which do not,\nin any case, in the aggregate, materially detract from the value of the\nproperty subject thereto or materially impair the operations of the Company.\nWith respect to the property and assets it leases, the Company is in compliance\nwith such leases and, to the best of its knowledge, holds a valid leasehold\ninterest free of all liens, claims or encumbrances.  The Company's properties\nand assets are in good condition and repair in all material respects.\n\n                 2.16     Financial Statements.  The Company has delivered to\nthe Investors (a) a balance sheet and income statement of the Company as of and\nfor the fiscal year ended December 31, 1995, and (b) a balance sheet and income\nstatement of the Company as of and for the three-month period ended March 31,\n1996.  The foregoing financial statements, all of which are unaudited, are\nherein referred to as the 'Financial Statements.'  The balance sheet of the\nCompany as of March 31, 1996 is herein referred to as the 'Company Balance\nSheet.' The Financial Statements fairly present, in all material respects, the\nfinancial position and results of operations of the Company as of the dates and\nfor the periods indicated.  The Company has no material liabilities or\nobligations which are not reflected or reserved against in the Company Balance\nSheet, except liabilities or obligations incurred since the date of the Company\nBalance Sheet in the ordinary course of business.\n\n                 2.17     Agreements; Action.\n\n                          (a)     Except for agreements described herein and in\nthe Investor Rights Agreement, there are no agreements, understandings or\nproposed transactions between the Company and any of its officers, directors,\naffiliates, or any affiliate thereof\n\n                          (b)     There are no agreements, understandings,\ninstruments, contracts, proposed transactions, judgments, orders, writs or\ndecrees to which the Company is a party or by which it is bound that may\ninvolve (i) obligations (contingent or otherwise) of, or payments by the\nCompany in excess of, $50,000, or (ii) the license of any patent, copyright,\ntrade secret or other proprietary right to or from the Company, or (iii)\nprovisions restricting or adversely affecting the development, manufacture or\ndistribution of the Company's products or services or (iv) indemnification by\nthe Company with respect to infringements of proprietary rights.\n\n                          (c)     The Company has not (i) declared or paid any\ndividends or authorized or made any distribution upon or with respect to any\nclass or series of its capital\n\n\n\n\n\n                                     -6-\n\n\n\n\n\nstock, (ii) incurred any indebtedness for money borrowed or any other\nliabilities individually in excess of $75,000 or, in the case of indebtedness\nand\/or liabilities individually less than $75,000, in excess of $150,000 in the\naggregate, (iii) made any loans or advances to any person, other than ordinary\nadvances for travel expenses, or (iv) sold, exchanged or otherwise disposed of\nany of its assets or rights, other than the sale of its inventory in the\nordinary course of business.\n\n                          (d)     For the purposes of subsections (b) and (c)\nabove, all indebtedness, liabilities, agreements, understandings, instruments,\ncontracts and proposed transactions involving the same person or entity\n(including persons or entities the Company has reason to believe are affiliated\ntherewith) shall be aggregated for the purpose of meeting the individual\nminimum dollar amounts of such subsections.\n\n                          (e)     The Company is not a party to and is not\nbound by any contract, agreement or instrument, or subject to any restriction\nunder its Certificate of Incorporation or its Bylaws that adversely affects its\nbusiness as now conducted or as proposed to be conducted, its properties or its\nfinancial condition.\n\n                 2.18     Tax Returns and Audits.  The Company has accurately\nprepared all United States income tax returns and all state and municipal tax\nreturns required to be filed by it, if any, has paid all taxes, assessments,\nfees and charges when and as due under such returns and has made adequate\nprovision for the payment of all other taxes, assessments, fees and charges\nshown on such returns or on assessments received by the Company, where, if not\npaid or filed or prepared correctly, would not have a material adverse effect\non the Company.  To the best of the Company's knowledge, no deficiency\nassessment or proposed adjustment of the Company's United States income tax or\nstate or municipal taxes is pending.\n\n                 2.19     Shareholder Agreements.  Except for agreements\ncontemplated hereby of even date herewith, there are no agreements, other than\nagreements, true and complete copies of which the Company has provided to\nspecial counsel to the Investors, between the Company and any of the Company's\nshareholders, or to the best knowledge of the Company, among any of the\nCompany's shareholders, which in any way affect any shareholder's ability or\nright freely to alienate or vote such shares (except restrictions designed to\nprovide compliance with securities laws).\n\n                 2.20     Brokers or Finders.  The Company has not agreed to\nincur, directly or indirectly, any liability for brokerage or finders' fees,\nagents' commissions or other similar charges in connection with this Agreement\nor any of the transactions contemplated hereby.\n\n                 2.21     Qualified Small Business.  As of the Closing (without\nreference to any time after the Closing), the Company is a 'qualified small\nbusiness,' as such term is defined in Section 1202 of the Internal Revenue Code\nof 1986, as amended.\n\n         3.      Representations and Warranties of the Investors.  Each\nInvestor hereby represents and warrants that:\n\n\n\n\n\n                                     -7-\n\n\n\n\n\n                 3.1      Experience.  Such Investor is experienced in\nevaluating start-up companies such as the Company, is able to fend for itself\nin transactions such as the one contemplated by this Agreement, has such\nknowledge and experience in financial and business matters that such Investor\nis capable of evaluating the merits and risks of such Investor's prospective\ninvestment in the Company, and has the ability to bear the economic risks of\nthe investment.\n\n                 3.2      Investment.  Such Investor is acquiring the Shares\n(and the Common Stock issuable upon conversion of the Shares) for investment\nfor such Investor's own account and not with the view to, or for resale in\nconnection with, any distribution thereof.  Such Investor understands that the\nShares (and the Common Stock issuable upon conversion of the Shares) have not\nbeen registered under the Securities Act by reason of a specific exemption from\nthe registration provisions of the Securities Act which depends upon, among\nother things, the bona fide nature of the investment intent as expressed\nherein.  Such Investor further represents that it does not have any contract,\nundertaking, agreement or arrangement with any person to sell, transfer or\ngrant participation to any third person with respect to any of the Shares (or\nany Common Stock acquired upon conversion thereof).  Such Investor understands\nand acknowledges that the offering of the Shares pursuant to this Agreement\nwill not, and any issuance of Common Stock on conversion may not, be registered\nunder the Securities Act on the ground that the sale provided for in this\nAgreement and the issuance of securities hereunder is exempt from the\nregistration requirements of the Securities Act.\n\n                 3.3      Rule 144.  Such Investor acknowledges that the Shares\n(and the Common Stock issuable upon conversion of the Shares) must be held\nindefinitely unless subsequently registered under the Securities Act or an\nexemption from such registration is available.  Such Investor is aware of the\nprovisions of Rule 144 promulgated under the Securities Act which permit\nlimited resale of shares purchased in a private placement subject to the\nsatisfaction of certain conditions.  Such Investor covenants that, in the\nabsence of an effective registration statement covering the stock in question,\nsuch Investor will sell, transfer, or otherwise dispose of the Shares (and any\nCommon Stock issued on conversion thereof) only in a manner consistent with\nsuch Investor's representations and covenants set forth in this Section 3.  In\nconnection therewith, such Investor acknowledges that the Company will make a\nnotation on its stock books regarding the restrictions on transfers set forth\nin this Section 3 and will transfer securities on the books of the Company only\nto the extent not inconsistent therewith.\n\n                 3.4      No Public Market.  Such Investor understands that no\npublic market now exists for any of the securities issued by the Company, and\nthat it is unlikely that a public market will ever exist for the Shares (or the\nCommon Stock issuable upon conversion of the Shares).\n\n                 3.5      Access to Data.  Such Investor has received and\nreviewed information about the Company and has had an opportunity to discuss\nthe Company's business, management and financial affairs with its management\nand to review the Company's facilities.\n\n\n\n\n\n                                     -8-\n\n\n\n\n\nSuch Investor understands that such discussions, as well as any written\ninformation issued by the Company, were intended to describe the aspects of the\nCompany's business and prospects which the Company believes to be material, but\nwere not necessarily a thorough or exhaustive description.  The foregoing,\nhowever, does not limit or modify the representations and warranties of the\nCompany in Section 2 of this Agreement or the right of the Investors to rely\nthereon.\n\n                 3.6      Authorization.  This Agreement when executed and\ndelivered by such Investor will constitute a valid and legally binding\nobligation of the Investor, enforceable in accordance with its terms, subject\nto:  (i) judicial principles respecting election of remedies or limiting the\navailability of specific performance, injunctive relief, and other equitable\nremedies; (ii) bankruptcy, insolvency, reorganization, moratorium or other\nsimilar laws now or hereafter in effect generally relating to or affecting\ncreditors' rights; and (iii) limitations on the enforceability of the\nindemnification provisions of the Investor Rights Agreement.\n\n                 3.7      Accredited Investor.  Such Investor acknowledges that\nit is an 'accredited investor' as defined in Rule 501 of Regulation D as\npromulgated by the Securities and Exchange Commission under the Securities Act\nand shall submit to the Company such further assurances of such status as may\nbe reasonably requested by the Company.  For state securities law purposes, the\nprincipal address of the Investor is that set forth on Exhibit A.\n\n         4.      Conditions of Investor's Obligations at Closing.  The\nobligations of each Investor under subsection 1.1(b) of this Agreement are\nsubject to the fulfillment on or before the Closing of each of the following\nconditions, the waiver of which shall not be effective against any Investor who\ndoes not consent in writing thereto:\n\n                 4.1      Representations and Warranties.  The representations\nand warranties of the Company contained in Section 2 shall be true on and as of\nthe Closing with the same effect as though such representations and warranties\nhad been made on and as of the date of such Closing.\n\n                 4.2      Performance.  The Company shall have performed and\ncomplied with all agreements, obligations and conditions contained in this\nAgreement that are required to be performed or complied with by it on or before\nthe Closing.\n\n                 4.3      Compliance Certificate.  The President of the Company\nshall deliver to each Investor at the Closing a certificate stating that the\nconditions specified in Sections 4.1 and 4.2 have been fulfilled and stating\nthat there shall have been no adverse change in the business, affairs,\nprospects, operations, properties, assets or condition of the Company since the\ndate of this Agreement.\n\n                 4.4      Board of Directors.  Effective upon the Closing, the\ndirectors of the Company shall be Messrs. Jeffrey P. Bezos, Tom A. Alberg, and\nL. John Doerr.\n\n\n\n\n\n                                     -9-\n\n\n\n\n\n                 4.5      Blue Sky.  The Company shall have obtained all\nnecessary permits and qualifications, if any, or secured an exemption\ntherefrom, required by any state or country prior to the offer and sale of the\nShares.\n\n                 4.6      Opinion of Company Counsel.  Each Investor shall have\nreceived from Perkins, Coie, counsel for the Company, an opinion, dated as of\nthe Closing, reasonably satisfactory to the Investors and their counsel.\n\n                 4.7      Investor Rights Agreement.  The Company and each\nInvestor and Jeffrey P. Bezos shall have entered into the Investor Rights\nAgreement.\n\n                 4.8      Co-Sale Agreement.  The Company and each Investor and\nJeffrey P. Bezos shall have entered into the Co-Sale Agreement.\n\n         5.      Conditions of the Company's Obligations at Closing.  The\nobligations of the Company to each Investor under this Agreement are subject to\nthe fulfillment on or before the Closing of each of the following conditions by\nthat Investor:\n\n                 5.1      Representations and Warranties.  The representations\nand warranties of the Investor contained in Section 3 shall be true on and as\nof the Closing with the same effect as though such representations and\nwarranties had been made on and as of the Closing.\n\n                 5.2      Payment of Purchase Price.  The Investor shall have\ndelivered the purchase price specified in Section 1.2 against delivery of the\nShares set forth in the Schedule of Investors attached hereto as Exhibit A by\nthe Company to such Investor.\n\n                 5.3      Blue Sky.  The Company shall have obtained all\nnecessary permits and qualifications, if any, or secured an exemption\ntherefrom, required by any state or country for the offer and sale of the\nShares.\n\n                 5.4      Investor Rights Agreement.  Each of the Investors and\nJeffrey P. Bezos shall have executed the Investor Rights Agreement on or prior\nto the date of the Closing.\n\n                 5.5      Co-Sale Agreement.  Each of the Investors and Jeffrey\nP. Bezos shall have executed the Co-Sale Agreement on or prior to the date of\nthe Closing.\n\n                 5.6      Proceedings and Documents.  All corporate and other\nproceedings in connection with the transactions contemplated at the Closing\nhereby, and all documents and instruments incident to these transactions, shall\nbe reasonably satisfactory in substance to the Company and its counsel.\n\n\n\n\n\n                                     -10-\n\n\n\n\n\n         6.      Miscellaneous.\n\n                 6.1      Governing Law.  This Agreement shall be governed in\nall respects by the laws of the State of Washington, without regard to any\nprovisions thereof relating to conflicts of laws among different jurisdictions.\n\n                 6.2      Survival.  The representations, warranties, covenants\nand agreements made herein shall survive any investigation made by any Investor\nand the closing of the transactions contemplated hereby for a period of three\n(3) years, whereupon they shall cease and be of no further force and effect.\nAll statements as to factual matters contained in any certificate or exhibit\ndelivered by or on behalf of the Company pursuant hereto shall be deemed to be\nthe representations and warranties of the Company hereunder as of such date of\nsuch certificate or exhibit.\n\n                 6.3      Successors and Assigns.  Except as otherwise provided\nherein, the provisions hereof shall inure to the benefit of, and be binding\nupon, the successors, assigns, heirs, executors and administrators of the\nparties hereto; provided, however, that the rights of an Investor to purchase\nShares shall not be assignable without the consent of the Company.\n\n                 6.4      Entire Agreement; Amendment.  This Agreement and the\nother documents delivered pursuant hereto constitute the full and entire\nunderstanding and agreement among the parties with regard to the subjects\nhereof and thereof.  Neither this Agreement nor any term hereof may be amended,\nwaived, discharged or terminated other than by a written instrument signed by\nthe party against whom enforcement of any such amendment, waiver, discharge or\ntermination is sought; provided, however, that holders of a majority of the\noutstanding Shares (whether or not converted) may waive or amend, on behalf of\nall Investors and other holders of Shares, any provisions hereof benefitting\nthe Investors so long as the effect thereof will be that all such Investors and\nother holders of Shares will be treated equally.\n\n                 6.5      Notices, Etc. All notices and other communications\nrequired or permitted hereunder shall be in writing and shall be mailed by\nregistered or certified mail, postage prepaid, return receipt requested, or\notherwise delivered by hand or by messenger, addressed (a) if to an Investor,\nat such Investor's address set forth on Exhibit A, or at such other address as\nsuch Investor shall have furnished to the Company in writing, or (b) if to any\nother holder of any Shares, at such address as such holder shall have furnished\nthe Company in writing, or, until any such holder so furnishes an address to\nthe Company, then to and at the address of the last holder of such Shares who\nhas so furnished an address to the Company, or (c) if to the Company, at its\naddress set forth on the first page of this Agreement addressed to the\nattention of the Corporate Secretary, or at such other address as the Company\nshall have furnished to the Investors.  If notice is provided by mail, notice\nshall be deemed to be given three (3) business days after proper deposit in the\nU. S. Mail.\n\n\n\n\n\n                                     -11-\n\n\n\n\n\n                 6.6      Delays or Omissions.  No delay or omission to\nexercise any right, power or remedy accruing to any holder of any Shares upon\nany breach or default of the Company under this Agreement shall impair any such\nright, power or remedy of such holder, nor shall it be construed to be a waiver\nof any such breach or default, or an acquiescence therein, or of or in any\nsimilar breach or default thereafter occurring; nor shall any waiver of any\nsingle breach or default be deemed a waiver of any other breach or default\ntheretofore or thereafter occurring.  Any waiver, permit, consent or approval\nof any kind or character on the part of any holder of any breach or default\nunder this Agreement, or any waiver on the part of any holder of any provisions\nor conditions of this Agreement, must be in writing and shall be effective only\nto the extent specifically set forth in such writing or as provided in this\nAgreement.  All remedies, either under this Agreement or by law or otherwise\nafforded to any holder, shall be cumulative and not alternative.\n\n                 6.7      California Corporate Securities Law.  THE SALE OF THE\nSECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH\nTHE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF\nSUCH SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION\nTHEREFOR PRIOR TO SUCH QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES\nIS EXEMPT FROM THE QUALIFICATION BY SECTION 25100, 25102, OR 25105 OF THE\nCALIFORNIA CORPORATIONS CODE.  THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE\nEXPRESSLY CONDITIONED UPON SUCH QUALIFICATION BEING OBTAINED, UNLESS THE SALE\nIS SO EXEMPT.\n\n                 6.8      Expenses.  The Company and each Investor shall bear\ntheir own expenses and legal fees incurred on its behalf with respect to this\nAgreement and the transactions contemplated hereby; provided, however, that the\nCompany shall pay, promptly after the Closing, the reasonable, itemized legal\nfees and expenses of Wilson Sonsini Goodrich &amp; Rosati ('WSGR'), special counsel\nto the Investors, up to an aggregate maximum of $15,000.\n\n                 6.9      Finder's Fee.  The Company and the Investors shall\neach indemnify and hold the other harmless from any liability for any\ncommission or compensation in the nature of a finder's fee (including the\ncosts, expenses and legal fees of defending against such liability) for which\nthe Company or the Investors, or any of their respective partners, employees,\nor representatives, as the case may be, is responsible.\n\n                 6.10     Counterparts.  This Agreement may be executed in any\nnumber of counterparts, each of which may be executed by less than all\nInvestors, each of which shall be enforceable against the parties actually\nexecuting such counterparts, and all of which together shall constitute one\ninstrument.\n\n                 6.11     Severability.  In the event that any provision of\nthis Agreement becomes or is declared by a court of competent jurisdiction to\nbe illegal, unenforceable or\n\n\n\n\n\n                                     -12-\n\n\n\n\n\nvoid, this Agreement shall continue in full force and effect without said\nprovision; provided that no such severability shall be effective if it\nmaterially changes the economic benefit of this Agreement to any party.\n\n\n\n                     (This space intentionally left blank.)\n\n\n\n\n\n                                     -13-\n\n\n\n\n\n         IN WITNESS WHEREOF, the parties have executed this Agreement as of the\ndate first above written.\n\n\n\nAMAZON.COM, INC.\n\n\nBy:  Jeff P. Bezos                         \n   ----------------------------------\n     Jeffrey P. Bezos, President and\n         Chief Executive Officer\n\n\n\n\n\n\n\n        [SIGNATURE PAGE FOR SERIES A PREFERRED STOCK PURCHASE AGREEMENT]\n\n\n\n                                     -14-\n\n\n\n\n         IN WITNESS WHEREOF, the parties have executed this Agreement as of the\ndate first above written.\n\nINVESTORS:\n\nKLEINER, PERKINS, CAUFIELD &amp; BYERS VIII\n\n\nBy:  L. John Doerr                                 \n   -------------------------------------\n     General Partner of KPCB VIII\n     Associates, the General Partner of\n     Kleiner, Perkins, Caufield &amp; Byers VIII\n\n\nKPCB INFORMATION SCIENCES\n      ZAIBATSU FUND II\n\n\nBy:  L. John Doerr                                 \n   -------------------------------------\n     General Partner of KPCB VIII\n     Associates, the General Partner of\n     Kleiner, Perkins, Caufield &amp; Byers VIII\n\n\n\n        [SIGNATURE PAGE FOR SERIES A PREFERRED STOCK PURCHASE AGREEMENT]\n\n\n                                     -15-\n\n\n\n\n                                   EXHIBIT A\n\n                             SCHEDULE OF INVESTORS\n\n\n\n                                                                 NO. OF\n                                                                SHARES OF        AGGREGATE PURCHASE\n                                                                 SERIES A         PRICE OF SERIES A\n                        INVESTOR                                PURCHASED             PURCHASED\n----------------------------------------                        ---------        ------------------\n                                                                            \nKleiner, Perkins, Caufield &amp; Byers, VIII                         555,161           $7,800,012.05\n2750 Sand Hill Road                                              -------           -------------\nMenlo Park, CA  94025\n\nKPCB Information Sciences Zaibatsu Fund II                        14,235           $  200,001.75\n2750 Sand Hill Road                                              -------           -------------\nMenlo Park, CA  94025\n                               TOTAL:                            569,396           $8,000,013.80\n                                                                 -------           -------------\n\n\n\n\n\n\n                                     -16-\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6645],"corporate_contracts_industries":[9492],"corporate_contracts_types":[9622,9627],"class_list":["post-43592","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-amazoncom-inc","corporate_contracts_industries-retail__books","corporate_contracts_types-planning","corporate_contracts_types-planning__purchase"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43592","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43592"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43592"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43592"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43592"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}