{"id":43812,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/investor-rights-agreement-amazon-com-inc-and-junglee.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"investor-rights-agreement-amazon-com-inc-and-junglee","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/securities\/investor-rights-agreement-amazon-com-inc-and-junglee.html","title":{"rendered":"Investor Rights Agreement &#8211; Amazon.com Inc. and Junglee"},"content":{"rendered":"<pre>\n                            INVESTOR RIGHTS AGREEMENT\n\n\n        This Investor Rights Agreement (this 'Agreement') is made and entered\ninto as of _____________, 1998 (the 'Effective Date') by and between Amazon.com,\nInc., a Delaware corporation ('Amazon.com'), and the persons and entities listed\non Exhibit A hereto who have executed a counterpart signature page hereto, who\nimmediately prior to the effective time of the Merger (as such term is defined\nbelow) represented holders of at least 90% of each outstanding class of capital\nstock of Junglee Corp., a Delaware corporation ('Junglee') (collectively, the\n'Stockholders' and each individually a 'Stockholder').\n\n\n                                    RECITALS\n\n        A. Amazon.com, Junglee, and AJ Acquisition, Inc. ('Purchaser') have\nentered into an Agreement and Plan of Merger (the 'Merger Agreement') dated as\nof August 3, 1998, pursuant to which Purchaser will merge with and into Junglee\nin a reverse triangular merger with Junglee to be the surviving corporation of\nthe Merger (the 'Merger').\n\n        B. As a condition precedent to the consummation of the Merger, Sections\n4.15 and 5.11 of the Merger Agreement provide that Amazon.com and holders of at\nleast 90% of each outstanding class of capital stock of shall execute an\nInvestor Rights Agreement pursuant to which the Stockholders shall be granted\ncertain registration rights with respect to the shares of the common stock of\nAmazon.com, par value $0.01 per share (the 'Amazon.com Common Stock'), that are\nissued to the Stockholders in the Merger (the 'Merger Shares'), subject to the\nterms and conditions set forth in this Agreement.\n\n        C. Capitalized terms used herein and not otherwise defined shall have\nthe meaning set forth in the Merger Agreement.\n\n        NOW, THEREFORE, in consideration of the above recitals and the mutual\ncovenants hereinafter set forth, the parties hereto hereby agree as follows:\n\n1.      REGISTRATION RIGHTS\n\n        1.1    DEFINITIONS\n\n               For purposes of this Section 1:\n\n\n\n\n\n               (a) Registration. The terms 'register,' 'registered' and\n'registration' refer to a registration effected by preparing and filing with the\nSEC a registration statement in compliance with the Securities Act of 1933, as\namended (the 'Securities Act'), and the declaration or ordering of effectiveness\nof such registration statement by the SEC.\n\n               (b) Registrable Securities. The term 'Registrable Securities'\nmeans: (i) the Merger Shares and (ii) any shares of Amazon.com Common Stock\nissued as a dividend or other distribution with respect to, or in exchange for\nor in replacement of, the Merger Shares; excluding in all cases (x) any\nRegistrable Securities transferred by a person in a transaction in which rights\nunder this Section 1 are not assigned in accordance with Section 5 or (y) any\nRegistrable Securities sold in a public offering pursuant to a registration\nstatement filed with the SEC.\n\n               (c) Prospectus. The term 'Prospectus' shall mean the prospectus\nincluded in any Registration Statement filed pursuant to the provisions hereof\n(including, without limitation, a prospectus that discloses information\npreviously omitted from a prospectus filed as part of an effective registration\nstatement in reliance upon Rule 430A promulgated under the Securities Act), as\namended or supplemented by any prospectus supplement (including, without\nlimitation, any prospectus supplement with respect to the terms of the offering\nof any portion of the Registrable Securities covered by such Registration\nStatement), and all other amendments and supplements to the Prospectus,\nincluding post-effective amendments, and all material incorporated by reference\nor deemed to be incorporated by reference in such Prospectus.\n\n               (d) Holder. For purposes of this Agreement, the term 'Holder'\nmeans any person owning of record Registrable Securities that have not been sold\nto the public pursuant to an effective registration statement or any assignee of\nrecord of such Registrable Securities to whom rights under this Section 1 have\nbeen duly assigned in accordance with this Agreement.\n\n               (e) SEC. The term 'SEC' means the U.S. Securities and Exchange\nCommission.\n\n        1.2    REGISTRATION\n\n               (a) Initial Registration. Amazon.com shall prepare and file with\nthe SEC within 90 days following the Closing Date, and use its best efforts to\nhave declared effective as soon as practicable thereafter, a registration\nstatement (a 'Registration Statement') providing for the resale by the Holders\nof all of the Registrable Securities then owned by the Holders in accordance\nwith the manner of sale provisions set forth in Rule 144(f) under the Securities\nAct or otherwise in customary brokerage transactions on the Nasdaq National\nMarket or other public market on which shares of Amazon.com \n\n\n\n\n\n                                      -2-\n\n\nCommon Stock are traded. Amazon.com shall use its best efforts to keep the\nRegistration Statement continuously effective, pursuant to the rules,\nregulations or instructions under the Securities Act applicable to the\nregistration statement used by Amazon.com for such Registration Statement, for\nsuch period (the 'Effectiveness Period') ending on the earlier of the date (i)\nthat is one year after the date of the Closing Date, (ii) upon which all\nRegistrable Securities have been registered and sold pursuant to the\nRegistration Statement filed pursuant to this Agreement, or (iii) upon which all\nof the Registrable Securities originally issued pursuant to the Merger Agreement\ncease to meet the definition of Registrable Securities pursuant to Section\n1.1(b).\n\n               (b) Notice and Approval. If one or more Holders shall propose to\nsell Registrable Securities pursuant to the Registration Statement, such Holder\nor Holders shall deliver to Amazon.com at least three full trading days prior to\nsuch proposed sale a written notice (a 'Stockholder Sale Notice') notifying\nAmazon.com of their intent to sell (including the proposed manner and timing of\nall sales), and the provision of such notice to Amazon.com shall conclusively be\ndeemed to establish and confirm an agreement by such Holder or Holders to sell\nsuch Registrable Securities, in whole, in part or not at all (without the\nnecessity to provide a new Stockholder Sale Notice to Amazon.com), within a\nperiod ending on the tenth trading day following the first such sale and to\ncomply with the other registration provisions set forth in this Agreement.\nUnless otherwise specified in the Stockholder Sale Notice, such Stockholder Sale\nNotice shall be deemed to constitute a representation that any information\npreviously supplied to such Holder expressly for inclusion in the Registration\nStatement (as the same may have been superseded by subsequent such information)\nis accurate as of the date of such Stockholder Sale Notice. At any time within\nsuch three trading day period, Amazon.com may exercise its rights under Section\n1.2(c) hereof. To the extent Amazon.com shall not exercise its rights pursuant\nto Section 1.2(c) hereof, Amazon.com shall provide written notice to each of the\nother Holders regarding the availability of such ten trading day period;\nprovided, however, that if any such Holder does not receive such written notice\nwithin three trading days of the Stockholder Sale Notice, such Holder may sell\nhis, her or its Registrable Securities pursuant to the terms hereof.\n\n               (c) Right of Suspension. Notwithstanding any other provision of\nthis Section 1.2, Amazon.com shall have the right at any time to prohibit or\nsuspend offers and sales of Registrable Securities whenever, and for so long as,\nin the reasonable judgment of Amazon.com after consultation with counsel (i)\nthere exists a material development or a potential material development with\nrespect to or involving Amazon.com that Amazon.com would be obligated to\ndisclose in the Prospectus contained in the Registration Statement, which\ndisclosure would in the good faith judgment of Amazon.com be premature or\notherwise inadvisable at such time and would have a material adverse effect upon\nAmazon.com and its stockholders, or (ii) an event has occurred that makes any\nstatement made in the Registration Statement or related \n\n\n\n                                      -3-\n\n\nProspectus or any document incorporated or deemed to be incorporated therein by\nreference untrue in any material respect or which requires the making of any\nchanges in the Registration Statement or Prospectus so that it will not contain\nany untrue statement of a material fact required to be stated therein or\nnecessary to make the statements therein not misleading or omit to state any\nmaterial fact required to be stated therein or necessary to make the statements\ntherein, in the light of the circumstances under which they were made, not\nmisleading. To effect such suspension or prohibition, Amazon.com shall deliver a\ncertificate in writing to the Holders and, upon receipt of such certificate, the\nuse of the Registration Statement and Prospectus will be deferred or suspended\nand will not recommence until (x) such Holders' receipt from Amazon.com of\ncopies of the supplemented or amended Prospectus or (y) such Holders are advised\nin writing by Amazon.com that the Prospectus may be used. Amazon.com will use\nits best efforts to ensure that the use of the Registration Statement and\nProspectus may be resumed as soon as practicable and, in the case of a pending\ndevelopment referred to in (i) above, as soon as, in the judgment of Amazon.com,\ndisclosure of the material information relating to such pending development\nwould not have a materially adverse effect on Amazon.com's ability to consummate\nthe transaction, if any, to which such development relates. Notwithstanding the\nforegoing, Amazon.com will use reasonable efforts to ensure that in any event\nthe Holders shall have ten trading days (prorated for partial fiscal quarters)\navailable to sell Registrable Securities during each fiscal quarter (or portion\nthereof) during the Effectiveness Period.\n\n               (d) Expenses. All reasonable expenses, other than broker's\ncommissions and similar charges, and legal fees and disbursements of counsel for\nthe selling Holders, incurred in connection with the Registration Statement\nshall be borne by Amazon.com.\n\n        1.3    OBLIGATIONS OF AMAZON.COM\n\n               Whenever required to effect the registration of any Registrable\nSecurities under this Agreement, Amazon.com shall, as expeditiously as\nreasonably possible:\n\n               (a) Prepare promptly and file with the SEC the Registration\nStatement as provided in Section 1.2(a), which Registration Statement (including\nany amendments or supplements thereto and Prospectuses contained therein) shall\nnot contain any untrue statement of a material fact or omit to state a material\nfact required to be stated therein, or necessary to make the statements therein,\nin light of the circumstances in which they were made, not misleading, and cause\nsuch Registration Statement to become effective as soon as practicable.\n\n\n\n                                      -4-\n\n\n               (b) Prepare promptly and file with the SEC such amendments and\nsupplements to such Registration Statement and the Prospectus used in connection\nwith such Registration Statement as may be necessary to comply with the\nprovisions of the Securities Act with respect to the disposition of all\nsecurities covered by such Registration Statement.\n\n               (c) Furnish to Holders such number of copies of a Prospectus,\nincluding a preliminary Prospectus, in conformity with the requirements of the\nSecurities Act, and such other documents as reasonably requested in order to\nfacilitate the disposition of the Registrable Securities owned by it that are\nincluded in such registration.\n\n               (d) Use its best efforts to register and qualify the securities\ncovered by such Registration Statement under such other securities or Blue Sky\nlaws of such jurisdictions as shall be reasonably requested by Holders;\nprovided, however, that Amazon.com shall not be required in connection therewith\nor as a condition thereto to qualify to do business or to file a general consent\nto service of process in any such states or jurisdictions.\n\n               (e) Notify Holders promptly (i) of any request by the SEC or any\nother federal or state governmental authority during the Effectiveness Period of\nthe Registration Statement for amendments or supplements to such Registration\nStatement or related Prospectus or for additional information, (ii) of the\nissuance by the SEC or any other federal or state governmental authority of any\nstop order suspending the effectiveness of the Registration Statement or the\ninitiation of any proceedings for that purpose, (iii) of the receipt by\nAmazon.com of any notification with respect to the suspension of the\nqualification or exemption from qualification of any of the Registrable\nSecurities for sale in any jurisdiction or the initiation or threatening of any\nproceeding for such purpose, (iv) of the happening of any event which makes any\nstatement made in the Registration Statement or Prospectus or any document\nincorporated or deemed to be incorporated therein by reference untrue in any\nmaterial respect or which requires the making of any changes in the Registration\nStatement or Prospectus so that it will not contain any untrue statement of a\nmaterial fact required to be stated therein or omit to state any material fact\nrequired to be stated therein or necessary to make the statements therein, in\nlight of the circumstances in which they were made, not misleading, and (v) of\nAmazon.com's determination that a post-effective amendment to the Registration\nStatement would be appropriate.\n\n        1.4    INFORMATION TO BE FURNISHED\n\n               It shall be a condition precedent to the obligations of\nAmazon.com to take any action pursuant to Section 1.2 that each Holder shall\nfurnish to Amazon.com such information regarding Holder, the Registrable\nSecurities held by Holder, and the intended \n\n\n\n                                      -5-\n\n\nmethod of disposition of such securities as shall be required to timely effect\nthe registration of Holder's Registrable Securities.\n\n        1.5    INDEMNIFICATION\n\n               (a)     By Amazon.com. To the extent permitted by law and subject\nto Section 1.5(d), Amazon.com will indemnify and hold harmless each of the\nHolders, officers, directors, employees and agents of a Holder or underwriters\n(as defined in the Securities Act) and each person, if any, who controls a\nHolder within the meaning of the Securities Act or the Securities Exchange Act\nof 1934, as amended (the 'Exchange Act'), against any losses, claims, damages or\nliabilities (joint or several) to which they or any of them may become subject\nunder the Securities Act, the Exchange Act or other federal or state law,\ninsofar as such losses, claims, damages or liabilities (or actions in respect\nthereof) arise out of or are based upon any of the following statements,\nomissions or violations (collectively a 'Violation'):\n\n                       (i)     any untrue statement or alleged untrue statement \nof a material fact contained in the Registration Statement, including any\npreliminary Prospectus or final Prospectus contained therein or in any\namendments or supplements thereto;\n\n                       (ii)    the omission or alleged omission to state in the\nRegistration Statement, including any preliminary Prospectus or final Prospectus\ncontained therein or in any amendments or supplements thereto, a material fact\nrequired to be stated therein, or necessary to make the statements therein, in\nlight of the circumstances in which they were made, not misleading; or\n\n                      (iii)    any violation or alleged violation by Amazon.com \nof the Securities Act, the Exchange Act, any federal or state securities law or\nany rule or regulation promulgated under the Securities Act, the Exchange Act or\nany federal or state securities law in connection with the offering covered by\nsuch Registration Statement.\n\nAmazon.com will reimburse each Holder, such officer, director, employee or\nagent, underwriter or controlling person for any legal or other expenses\nreasonably incurred by them in connection with investigating or defending any\nsuch loss, claim, damage, liability or action; provided, however, that the\nindemnity agreement contained in this Section 1.5(a) shall not apply to amounts\npaid in settlement of any such loss, claim, damage, liability or action if such\nsettlement is effected without the consent of Amazon.com (which consent shall\nnot be unreasonably withheld), nor shall Amazon.com be liable in any such case\nfor any such loss, claim, damage, liability or action to the extent that it\narises out of or is based upon a Violation which occurs in reliance upon and in\nconformity with written information furnished expressly for use in connection\nwith \n\n\n\n                                      -6-\n\n\nsuch registration by Holder, or by such officer, director, employee, agent,\nunderwriter or controlling person of Holder.\n\n               (b) By Holders. To the extent permitted by law and subject to\nSection 1.5(d), each Holder will indemnify and hold harmless Amazon.com, each of\nits directors, each of its officers who have signed the Registration Statement,\neach person, if any, who controls Amazon.com within the meaning of the\nSecurities Act, any other employee or agent of Amazon.com, each other Holder,\neach person, if any, who controls such Holder within the meaning of the\nSecurities Act, and any other employee or agent of such Holder against any\nlosses, claims, damages or liabilities (joint or several) to which Amazon.com or\nany such director, officer or controlling person, employee or agent may become\nsubject under the Securities Act, the Exchange Act or other federal or state\nlaw, insofar as such losses, claims, damages or liabilities (or actions in\nrespect thereto) arise out of or are based upon any Violation, in each case to\nthe extent (and only to the extent) that such Violation occurs in reliance upon\nand in conformity with written information furnished by such Holder expressly\nfor use in connection with such registration; and such Holder will reimburse any\nlegal or other expenses reasonably incurred by Amazon.com or any such director,\nofficer or controlling person, employee or agent in connection with\ninvestigating or defending any such loss, claim, damage, liability or action;\nprovided, however, that the indemnity agreement contained in this Section 1.5(b)\nshall not apply to amounts paid in settlement of any such loss, claim, damage,\nliability or action if such settlement is effected without the consent of such\nHolder, which consent shall not be unreasonably withheld; and provided, further,\nthat the total amounts payable in indemnity by any Holder under this Section\n1.5(b) in respect of any Violation shall not exceed the net proceeds received by\nsuch Holder in the registered offering out of which such Violation arises.\n\n               (c) Notice. Promptly after receipt by an indemnified party under\nthis Section 1.5 of notice of the commencement of any action (including any\ngovernmental action), such indemnified party will, if a claim for\nindemnification in respect thereof is to be made against any indemnifying party\nunder this Section 1.5, deliver to the indemnifying party a written notice of\nthe commencement of such an action, and the indemnifying party shall have the\nright to participate in, and, to the extent the indemnifying party so desires,\njointly with any other indemnifying party similarly noticed, to assume the\ndefense thereof with counsel mutually satisfactory to the parties; provided,\nhowever, that an indemnified party shall have the right to retain its own\ncounsel, with the fees and expenses to be paid by the indemnifying party, if\nrepresentation of such indemnified party by the counsel retained by the\nindemnifying party would be inappropriate due to actual or potential conflict of\ninterests between such indemnified party and any other party represented by such\ncounsel in such proceeding. The failure to deliver written notice to the\nindemnifying party within a reasonable time of the commencement of any such\naction, if prejudicial to its ability to defend such action, \n\n\n\n                                      -7-\n\n\nshall (to the extent of such prejudice) relieve such indemnifying party of any\nliability to the indemnified party under this Section 1.5, but the omission so\nto deliver written notice to the indemnifying party will not relieve it of any\nliability that it may have to any indemnified party otherwise than under this\nSection 1.5.\n\n               (d) Defect Eliminated in Final Prospectus. The foregoing\nindemnity agreements of Amazon.com and the Holders are subject to the condition\nthat, insofar as they relate to any Violation made in a preliminary Prospectus\nbut eliminated or remedied in the amended Prospectus on file with the SEC at the\ntime the registration statement in question becomes effective or in the amended\nProspectus filed with the SEC pursuant to SEC Rule 424(b) (the 'Final\nProspectus'), such indemnity agreements shall not inure to the benefit of any\nperson if a copy of the Final Prospectus was furnished to the indemnified party\nand was not furnished to the person asserting the loss, liability, claim or\ndamage at or prior to the time such action is required by the Securities Act.\n\n               (e) Contribution. In order to provide for just and equitable\ncontribution to joint liability under the Securities Act in any case in which\neither (i) any Holder (and\/or any officer, director, employee, agent,\nunderwriter or controlling person who may be indemnified under Section 1.5(a))\nmakes a claim for indemnification pursuant to this Section 1.5 but it is\njudicially determined (by the entry of a final judgment or decree by a court of\ncompetent jurisdiction and the expiration of time to appeal or the denial of the\nlast right of appeal) that such indemnification may not be enforced in such\ncase, notwithstanding the fact that this Section 1.5 provides for\nindemnification in such case, or (ii) contribution under the Securities Act may\nbe required on the part of such Holder (and\/or any officer, director, employee,\nagent, underwriter or controlling person who may be indemnified under Section\n1.5 (a)) in circumstances for which indemnification is provided under this\nSection 1.5; then, and in each such case, Amazon.com and such Holder (and\/or\nsuch other person) will contribute to the aggregate losses, claims, damages or\nliabilities to which they may be subject (after contribution from others) in\nproportion to their relative fault as determined by a court of competent\njurisdiction; provided, however, that in no event, except in instances of fraud\nby Holder in which case there is no limitation, (x) shall any Holder be\nresponsible for more than the portion represented by the percentage that the\npublic offering price of its Registrable Securities offered by and sold under\nthe Registration Statement bears to the public offering price of all securities\noffered by and sold under such Registration Statement or (y) shall a Holder be\nrequired to contribute any amount in excess of the public offering price of all\nsuch securities offered and sold by such Holder pursuant to such Registration\nStatement; and in any event, no person or entity guilty of fraudulent\nmisrepresentation (within the meaning of Section 11(f) of the Securities Act)\nwill be entitled to contribution from any person or entity who was not guilty of\nsuch fraudulent misrepresentation.\n\n\n\n                                      -8-\n\n\n               (f) Survival. The obligations of Amazon.com and such Holder under\nthis Section 1.5 shall survive the completion of any offering of Registrable\nSecurities in a registration statement, and otherwise.\n\n\n2.      OBLIGATIONS OF THE STOCKHOLDERS\n\n        2.1    REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDERS\n\n               Each Stockholder represents with respect to himself, herself or\nitself that:\n\n               (a) Good Title. (i) Such Stockholder owns, beneficially and of\nrecord, the shares of capital stock of Junglee listed opposite such\nStockholder's name on Exhibit A hereto, (ii) such shares of capital stock of\nJunglee are free and clear of any lien, encumbrance, adverse claim, mortgage,\npledge, deed of trust, security interest, charge, restriction on sale or\ntransfer (other than restrictions imposed by applicable securities laws or by\nany contract with Junglee), preemptive right, option or other adverse claim or\ninterest of any kind, (iii) such Stockholder has all necessary power, right and\nauthority to enter into this Agreement and each of the agreements, certificates,\ninstruments and documents executed or delivered pursuant to the terms of the\nMerger Agreement by such Stockholder and to consummate the transactions\ncontemplated hereby and thereby, and (iv) this Agreement has been duly\nauthorized, executed and delivered by such Stockholder and is a legal, valid and\nbinding obligation of such Stockholder, enforceable in accordance with its\nterms.\n\n               (b) Ability to Bear Risk. Such Stockholder is in a financial\nposition to hold the Amazon.com Common Stock for an indefinite period of time\nand is able to bear the economic risk and withstand a complete loss of his, her\nor its investment in the Amazon.com Common Stock.\n\n               (c) SEC Documents. Such Stockholder acknowledges that he, she or\nit has received and had the opportunity to review to such Stockholder's\nsatisfaction the materials disseminated by Junglee in connection with the\nwritten consent or special meeting of Stockholders to approve the Merger and the\ntransactions contemplated thereby, including those filings and reports of\nAmazon.com filed with the SEC since the completion of Amazon.com's most recent\nfiscal year, consisting of Amazon.com's Annual Report on Form 10-K for the\nfiscal year ending December 31, 1997 (the 'Form 10-K'), its Quarterly Report on\nForm 10-Q for the fiscal quarter ending March 31, 1998, all Form 8-Ks filed\nafter the date of the Form 10-K, and its Proxy Statement relating to its 1998\nAnnual Meeting of Stockholders on May 28, 1998.\n\n\n\n                                      -9-\n\n\n               (d) Professional Advice. Such Stockholder has obtained, to the\nextent that he, she or it deems necessary, professional advice with respect to\nthe risks inherent in acquiring the Amazon.com Common Stock, the financial\ncondition of Amazon.com and the suitability of an investment in the Amazon.com\nCommon Stock in light of such Stockholder's financial condition and investment\nneeds.\n\n               (e) Sophistication. Such Stockholder, either alone or with the\nassistance of his, her or its professional advisors, is a sophisticated\ninvestor, is able to fend for himself, herself or itself in the transactions\ncontemplated by this Agreement relating to the Amazon.com Common Stock and has\nsuch knowledge and experience in financial and business matters that he, she or\nit is capable of evaluating the merits and risks of the prospective investment\nin the Amazon.com Common Stock.\n\n               (f) Accredited Investor. Except as set forth on Schedule A\nhereto, such Stockholder is an 'accredited investor' as defined in Rule 501(a)\nof Regulation D under the Securities Act (an 'Accredited Investor').\n\n               (g) Investment for Own Account. The Amazon.com Common Stock is\nbeing acquired by such Stockholder for investment for his, her or its respective\naccount, not as a nominee or agent, and not with a view to the distribution of\nany part thereof; such Stockholder has no present intention of selling, granting\nany participation in or otherwise distributing any of the Amazon.com Common\nStock in a manner contrary to the Securities Act or to any applicable state\nsecurities or Blue Sky law, nor does Stockholder have any contract, undertaking,\nagreement or arrangement with any person or entity to sell, transfer or grant a\nparticipation to such person or entity with respect to any of the Amazon.com\nCommon Stock.\n\n               (h) Restricted Securities. Such Stockholder acknowledges that the\nAmazon.com Common Stock has not been and will not prior to issuance be\nregistered under the Securities Act and that the Amazon.com Common Stock is\ncharacterized under the Securities Act as 'restricted securities' and,\ntherefore, cannot be sold or transferred until such sale or transfer is\nregistered under the Securities Act as provided in this Agreement or an\nexemption from such registration is available.\n\n               (i) Exemption Reliance. Such Stockholder has been advised that\nthe Amazon.com Common Stock is being issued under this Agreement pursuant to\nexemptions from applicable federal and state securities laws, and that\nAmazon.com's reliance on such exemptions is predicated in part on such\nStockholder's representations contained herein.\n\n               (j) Residence. For purposes of the application of state\nsecurities laws, each Stockholder is a resident of the state as set forth on the\nsignature page hereto.\n\n\n\n                                      -10-\n\n\n               (k) Legend. Each holder understands that, prior to the\neffectiveness of the Registration Statement, certificates or other instruments\nrepresenting any of the Registrable Securities acquired by Holder will bear\nlegends substantially similar to the following, in addition to any other legends\nrequired by federal or state laws:\n\n               THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN\n               REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE\n               'ACT'), OR APPLICABLE STATE LAW, AND NO INTEREST THEREIN MAY BE\n               SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE\n               TRANSFERRED UNLESS (i) THERE IS AN EFFECTIVE REGISTRATION\n               STATEMENT UNDER THE ACT COVERING ANY SUCH TRANSACTION INVOLVING\n               SAID SECURITIES, (ii) THIS CORPORATION RECEIVES AN OPINION OF\n               LEGAL COUNSEL FOR THE HOLDER OF THESE SECURITIES SATISFACTORY TO\n               THIS CORPORATION STATING THAT SUCH TRANSACTION IS EXEMPT FROM\n               REGISTRATION, OR (iii) THIS CORPORATION OTHERWISE SATISFIES\n               ITSELF THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION.\n\nEach holder agrees that, in order to ensure and enforce compliance with the\nrestrictions imposed by applicable law and those referred to in the foregoing\nlegends, or elsewhere herein, Amazon.com may, prior to the effectiveness of the\nRegistration Statement, issue appropriate 'stop transfer' instructions to its\ntransfer agent, if any, with respect to any certificate or other instrument\nrepresenting Registrable Securities, or if Amazon.com transfers its own\nsecurities, that it may make appropriate notations to the same effect in\nAmazon.com's records.\n\n\n        2.2    INVESTOR QUESTIONNAIRE\n\n               Each Stockholder who is not an Accredited Investor shall complete\nand execute an Investor Questionnaire in the form attached hereto as Exhibit B.\n\n\n\n                                      -11-\n\n\n3.      STOCKHOLDER REPRESENTATIVE\n\n               (a) Each undersigned Stockholder hereby irrevocably authorizes\nand appoints Rakesh Mathur (the 'Stockholder Representative'), with full power\nof substitution and resubstitution, as his, her or its representative and true\nand lawful attorney-in-fact and agent to act in his, her or its name, place and\nstead and to execute in the name and on behalf of such Stockholder the Escrow\nAgreement, dated as of the date hereof, between Amazon.com, the Stockholder\nRepresentative and ChaseMellon Shareholder Services L.L.C. (the 'Escrow\nAgreement') and any other agreement, certificate, instrument or document to be\ndelivered by the Stockholders in connection with the Escrow Agreement.\n\n               (b) Each of the undersigned Stockholders agrees that the\nStockholder Representative shall have the full power, authority and right to\nperform, do and take any and all actions and the making of any decisions that\nare required or permitted to be taken by him under the Escrow Agreement all\nwithout liability to such Stockholder (except as expressly stated herein or\ntherein), so long as the same are carried out by the Stockholder Representative\nin good faith and the Stockholders are treated, in all material respects, in the\nsame manner (taking into account their relative pro rata interests). Such\nactions include the power to amend, modify or waive any provision of the Escrow\nAgreement in the name of each Stockholder as if such Stockholder had himself,\nherself or itself amended, modified or waived such provision of the Escrow\nAgreement. In particular, but not by way of limitation, the Stockholder\nRepresentative shall have the power to make decisions, carry out decisions and\nsettle claims under the Escrow Agreement on behalf of each Stockholder and to\nsign documents and make filings on behalf of each Stockholder in connection\ntherewith as if such Stockholder had himself, herself or itself signed or filed\nsuch document.\n\n               (c) Each Stockholder understands that this appointment is\nirrevocable.\n\n               (d) Each Stockholder agrees to pay a pro rata portion of the\nreasonable costs and expenses of such Stockholder Representative in connection\nwith this Agreement.\n\n               (e) The Stockholder Representative may resign at any time. Upon\nsuch resignation, each Stockholder hereby authorizes the Stockholder\nRepresentative to appoint a new Stockholder Representative to replace such\nresigning Stockholder Representative with the same powers and duties as such\nresigning Stockholder Representative; provided, however, that such newly\nappointed Stockholder Representative shall have been a member of the Board of\nDirectors of Junglee immediately prior to the Closing Date and, if the Survival\nPeriod (as defined in the \n\n\n\n                                      -12-\n\n\nEscrow Agreement) has not yet expired, the Escrow Agent shall be notified of\nsuch appointment forthwith.\n\n               (f) If the Stockholder Representative or any successor shall die,\nor become unable to act as the Stockholder Representative, a replacement shall\npromptly be appointed by a writing signed by the Stockholders who initially\nreceived a majority of the Merger Consideration; provided, however, that such\nnewly appointed Stockholder Representative shall have been a member of the Board\nof Directors of Junglee immediately prior to the Closing Date and, if the\nSurvival Period has not yet expired, the Escrow Agent shall be notified of such\nappointment forthwith.\n\n               (g) Unless and until Amazon.com, and if the Survival Period has\nnot yet expired, the Escrow Agent, shall have received written notice of the\nappointment of a successor Stockholder Representative for the Stockholders,\nAmazon.com and the Escrow Agent shall be entitled to rely on, and shall be fully\nprotected in relying on, the power and authority of the Stockholder\nRepresentative to act on behalf of the Stockholders.\n\n\n4.      ESTABLISHMENT AND ENFORCEMENT OF INDEMNIFICATION OBLIGATION\n\n               Each Stockholder, by his, her or its signature below, represents\nthat he, she or it has read Article VIII of the Merger Agreement as well as\nSection 1.5 of this Agreement with respect to the indemnification rights and\nobligations of the Stockholders stated therein and herein and agrees for the\nbenefit of Junglee and the surviving corporation pursuant to the Merger\nAgreement to abide by such provisions (as well as those with respect to specific\nperformance).\n\n\n5.      ASSIGNMENT\n\n               Notwithstanding anything herein to the contrary, the registration\nrights of a Holder under Section 1 hereof may be assigned only to a party who\nacquires from Holder at least 50,000 shares of Amazon.com Common Stock that\nconstitute the original number of Registrable Securities (as such number may be\nadjusted to reflect subdivisions, combinations and stock dividends of Amazon.com\nCommon Stock) or as a distribution made by a Holder which is a partnership to\nthe limited partners of such Holder of Registrable Securities; provided,\nhowever, that no party may be assigned any of the foregoing rights until\nAmazon.com is given written notice by the assigning party at the time of such\nassignment stating the name and address of the assignee and identifying the\nsecurities of Amazon.com as to which the rights in question are being assigned;\nprovided, further, that any such assignee shall receive such assigned rights\nsubject to all the terms and conditions of this Agreement, including without\nlimitation the provisions of this Section 5.\n\n\n\n                                      -13-\n\n\n6.      GENERAL PROVISIONS\n\n        6.1    NOTICES\n\n               Any notice or demand desired or required to be given hereunder\nshall be in writing given by personal delivery, certified or registered mail,\nconfirmed facsimile transmission, or overnight courier service, in each case\naddressed as respectively set forth below or to such other address as any party\nshall have previously designated by such a notice. The effective date of any\nnotice or request shall be the date of personal delivery, four days after the\ndate of mailing by certified or registered mail, the date on which successful\nfacsimile transmission is confirmed, or the date undertaken for delivery by a\nreputable overnight courier service, as the case may be, in each case properly\naddressed as provided herein and with all charges prepaid.\n\n                      If to Amazon.com :\n\n                      Amazon.com, Inc.\n                      Fourth Floor\n                      1516 Second Avenue\n                      Seattle, Washington  98101\n                      Attention: Randy J. Tinsley, Treasurer\n                      Facsimile: (206) 694-2082\n\n                      with a copy to:\n\n                      Perkins Coie LLP\n                      1201 Third Avenue, 40th Floor\n                      Seattle, Washington  98101\n                      Attention: Scott L. Gelband\n                      Facsimile: (206) 583-8500\n\n                      If to the Stockholders:\n\n                      At their respective addresses set forth on the signature\n                      pages attached hereto.\n\n                      with a copy to:\n\n                      Fenwick &amp; West LLP\n                      Two Palo Alto Square\n                      Palo Alto, California  94306\n                      Attention: Mark C. Stevens\n                      Facsimile: (650) 494-1417\n\n\n\n                                      -14-\n\n\n        6.2    SEVERABILITY\n\n               If any term or other provision of this Agreement is invalid,\nillegal or incapable of being enforced by any rule of law, or public policy, all\nother conditions and provisions of this Agreement shall nevertheless remain in\nfull force and effect so long as the economic or legal substance of the\ntransactions contemplated hereby is not affected in any manner adverse to any\nparty. Upon such determination that any term or other provision is invalid,\nillegal or incapable of being enforced, the parties hereto shall negotiate in\ngood faith to modify this Agreement so as to effect the original intent of the\nparties as closely as possible in a mutually acceptable manner in order that the\ntransactions contemplated hereby be consummated as originally contemplated to\nthe fullest extent possible.\n\n        6.3    ENTIRE AGREEMENT\n\n               This Agreement, the Merger Agreement and each of the agreements,\ncertificates, instruments and documents to be executed or delivered pursuant to\nthe terms of the Merger Agreement constitute the entire agreement among the\nparties with respect to the subject matter hereof and thereof and supersede all\nprior agreements and undertakings, both written and oral, among the parties, or\nany of them, with respect to the subject matter hereof and thereof.\n\n        6.4    SUCCESSORS AND ASSIGNS\n\n               Subject to the provisions of Section 5, the provisions of this\nAgreement shall inure to the benefit of, and shall be binding upon, the\nsuccessors and permitted assigns of the parties hereto.\n\n        6.5    GOVERNING LAW\n\n               This Agreement shall be governed by, and construed in accordance\nwith, the laws of the State of Delaware applicable to contracts executed in and\nto be performed in that State. All actions and proceedings arising out of or\nrelating to this Agreement shall be heard and determined in any Delaware state\nor federal court thereof.\n\n        6.6    THIRD PARTIES\n\n               This Agreement shall be binding upon and inure solely to the\nbenefit of each party hereto, and nothing in this Agreement, express or implied,\nis intended to or shall confer upon any other person any right, benefit or\nremedy of any nature whatsoever under or by reason of this Agreement.\n\n\n\n                                      -15-\n\n\n        6.7    HEADINGS\n\n               The descriptive headings contained in this Agreement are included\nfor convenience of reference only and shall not affect in any way the meaning or\ninterpretation of this Agreement.\n\n        6.8    COUNTERPARTS\n\n               This Agreement may be executed and delivered (including by\nfacsimile transmission) in one or more counterparts, and by the different\nparties hereto in separate counterparts, each of which when executed and\ndelivered shall be deemed to be an original but all of which taken together\nshall constitute one and the same agreement. To expedite the process of entering\ninto this Agreement, the parties acknowledge that Transmitted Copies of this\nAgreement will be equivalent to original documents until such time as original\ndocuments are completely executed and delivered. 'Transmitted Copies' will mean\ncopies that are reproduced or transmitted via photocopy, facsimile or other\nprocess of complete and accurate reproduction and transmission. This Agreement\nshall be deemed effective when signed by Amazon.com, the Stockholder\nRepresentative and the Stockholders holding at least 90% of each outstanding\nclass of capital stock of Junglee.\n\n        6.9    ABANDONMENT OF MERGER\n\n               In the event that the Merger Agreement is terminated and the\nMerger abandoned pursuant to Article VII of the Merger Agreement, no party\nhereto not in breach of its obligations hereunder shall have any liability to\nany other party, including, but not limited to, liability for expenses incurred\nby any such other party in connection with this Agreement.\n\n        6.10   AMENDMENT OF RIGHTS\n\n               Subject to the following sentence, this Agreement may not be\namended except by an instrument signed by Amazon.com and the Stockholder\nRepresentative and each undersigned Stockholder hereby grants expressly to the\nStockholder Representative the authority and discretion, so long as such\nauthority and discretion are exercised in good faith, to enter into such\namendments as he chooses in the exercise of such authority and discretion.\nNotwithstanding the fact that the Effective Time of the Merger may have\noccurred, those holders of capital stock of Junglee that prior to such time were\nentitled or required to but did not execute or deliver this Agreement may so do\n(and shall automatically become a party to this Agreement without the need for\nany act of any other party hereto) without requirement for amendment hereunder\nand without jeopardizing the rights of any party hereto.\n\n\n\n                                      -16-\n\n\n        6.11   SPECIFIC PERFORMANCE\n\n               Each of the parties acknowledges and agrees that the other\nparties hereto would be damaged irreparably in the event any of the provisions\nof this Agreement are not performed in accordance with their specific terms or\notherwise are breached. Accordingly, each of the parties hereto agrees the other\nparties hereto will be entitled to an injunction to prevent breaches of the\nprovisions of this Agreement and to enforce specifically this Agreement and the\nterms and provisions of this Agreement (including the indemnification provisions\nhereof) in any competent court having jurisdiction over the parties, in addition\nto any other remedy to which they might be entitled at law or in equity.\n\n\n\n\n\n\n\n                                      -17-\n\n\n               IN WITNESS WHEREOF, the parties hereto have entered into and\nsigned this Agreement as of the date and year first above written.\n\n                                    AMAZON.COM, INC.\n\n\n                                    By:\n                                        ----------------------------------------\n                                        Name:\n                                             -----------------------------------\n                                        Its:\n                                             -----------------------------------\n\n\n\n\n\n\n\n\n                                      -18-\n\n\n                   SIGNATURE PAGE TO INVESTOR RIGHTS AGREEMENT\n\n\n\n                                        STOCKHOLDER\n\n\n                                        By:\n                                           -------------------------------------\n                                           Name:\n                                                --------------------------------\n\n                                           Address:\n                                                   -----------------------------\n\n                                           -------------------------------------\n\n                                           -------------------------------------\n\n                                           -------------------------------------\n\n                                           Number of Shares:\n                                                            --------------------\n\n\n\n\n\n\n\n\n                                      -19-\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":[9630,9629],"class_list":["post-43812","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-amazoncom-inc","corporate_contracts_industries-retail__books","corporate_contracts_types-securities__invest","corporate_contracts_types-securities"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43812","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=43812"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43812"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43812"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43812"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}