{"id":43813,"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-sage-enterprises.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"investor-rights-agreement-amazon-com-inc-and-sage-enterprises","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/securities\/investor-rights-agreement-amazon-com-inc-and-sage-enterprises.html","title":{"rendered":"Investor Rights Agreement &#8211; Amazon.com Inc. and Sage Enterprises Inc."},"content":{"rendered":"<pre>\n                            INVESTOR RIGHTS AGREEMENT\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 hereby (collectively, the 'Stockholders' and each individually a\n'Stockholder'), who immediately prior to the effective time of the Merger (as\nsuch term is defined below) represented all of the stockholders of Sage\nEnterprises, Inc., a Massachusetts corporation ('Company').\n\n\n                                    RECITALS\n\n        A. Amazon.com, Company, Pacific Acquisition, Inc. ('Purchaser') and\ncertain stockholders of Company have entered into an Agreement and Plan of\nMerger (the 'Merger Agreement') dated as of August 3, 1998, pursuant to which\nPurchaser will merge with and into Company in a reverse triangular merger, with\nCompany to be the surviving corporation of the Merger (the 'Merger').\n\n        B. As a condition precedent to the consummation of the Merger, Sections\n4.17 and 5.11 of the Merger Agreement provide that Amazon.com and each of the\nStockholders shall execute an Investor Rights Agreement pursuant to which the\nStockholders shall be granted certain registration rights with respect to the\nshares of the common stock of Amazon.com, par value $0.01 per share (the\n'Amazon.com Common Stock'), that are issued to the Stockholders in the Merger\n(the 'Merger Shares'), subject to the terms and conditions set forth in this\nAgreement.\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\n\n1.      REGISTRATION RIGHTS\n\n        1.1    DEFINITIONS\n\n        For purposes of this Section 1:\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 \n\n\n\n\n\n\nor other distribution with respect to, or in exchange for or in replacement of,\nthe Merger Shares (other than those shares of Amazon.com Common Stock issued as\na dividend or other distribution with respect to, or in exchange for or in\nreplacement of, those Merger Shares subject to such right of repurchase);\nexcluding in all cases (x) any Registrable Securities transferred by a person in\na transaction in which rights under this Section 1 are not assigned in\naccordance with Section 6 of this Agreement or (y) any Registrable Securities\nsold in a public offering pursuant to a registration statement filed with the\nSEC.\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 on 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 the \nSEC within 45 days following the Closing Date, and use its best efforts to have\ndeclared effective as soon as practicable thereafter, a registration statement\n(a 'Registration Statement') providing for the resale by the Holders of all the\nRegistrable Securities then owned by the Holders in accordance with the manner\nof sale provisions set forth in Rule 144(f) under the Securities Act or\notherwise in customary brokerage transactions on the Nasdaq National Market or\nother public market on which shares of Amazon.com Common Stock are traded.\nAmazon.com shall use its best efforts to keep the Registration Statement\ncontinuously effective, pursuant to the rules, regulations or instructions under\nthe Securities Act applicable to the registration statement used by Amazon.com\nfor such Registration Statement, for such period (the 'Effectiveness Period')\nending on the earlier of the date (i) that is one year after the date of the\nClosing Date, (ii) upon which all Registrable Securities have been registered\nand sold pursuant to the Registration Statement filed pursuant to this\nAgreement, (iii) upon which all the Registrable Securities originally issued\npursuant to the Merger Agreement cease \n\n\n\n                                      -2-\n\n\nto meet the definition of Registrable Securities pursuant to Section 1.1(b) or\n(iv) upon which Amazon.com's obligations hereunder terminate.\n\n        (b) Notice and Approval. If one or more Holders shall propose to sell\nRegistrable Securities pursuant to the Registration Statement, such Holder or\nHolders shall deliver to Amazon.com at least three trading days prior to such\nproposed sale a single 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, or 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, pursuant to Section 1.2(c),\nrefuse to permit the Holder to resell any Registrable Securities pursuant to the\nRegistration Statement. To the extent Amazon.com shall not exercise its rights\npursuant to Section 1.2(c) hereof, Amazon.com shall provide written notice to\neach of the other Holders regarding the availability of such ten trading day\nperiod; provided, however, that if any such Holder does not receive such written\nNotice within three trading days of the Stockholder Sale Notice, such Holder may\nsell his, her or its Registrable Securities pursuant to the terms hereof.\n\n        (c) Right of Suspension. Notwithstanding any other provision of this\nSection 1.2, Amazon.com shall have the right at any time to prohibit or suspend\noffers and sales of Registrable Securities whenever, and for so long as, in the\nreasonable judgment of Amazon.com after consultation with counsel (i) there\nexists a material development or a potential material development with respect\nto or involving Amazon.com that Amazon.com would be obligated to disclose in the\nProspectus contained in the Registration Statement, which disclosure would in\nthe good faith judgment of Amazon.com be premature or otherwise inadvisable at\nsuch time, or (ii) an event has occurred that makes any statement made in the\nRegistration Statement or related Prospectus or any document incorporated or\ndeemed to be incorporated therein by reference untrue in any material respect or\nwhich requires the making of any changes in the Registration Statement or\nProspectus so that it will not contain any untrue statement of a material fact\nrequired to be stated therein or necessary to make the statements therein not\nmisleading or omit to state any material fact required to be stated therein or\nnecessary to make the statements therein, in the light of the circumstances\nunder which they were made, not misleading; provided that Amazon.com shall not\nbe permitted to prohibit or suspend sales of Registrable Securities unless all\n'affiliates' (as defined in Rule 501 promulgated under the Securities Act) of\nAmazon.com are also prohibited from selling shares during such period. To effect\nsuch suspension or prohibition, Amazon.com shall deliver a certificate in\nwriting to the Holders and, upon receipt of such certificate, the use of the\n\n\n\n                                      -3-\n\n\nRegistration Statement and Prospectus will be deferred or suspended and will not\nrecommence until (x) such Holders' receipt from Amazon.com of copies of the\nsupplemented or amended Prospectus or (y) such Holders are advised in writing by\nAmazon.com that the Prospectus may be used. Amazon.com will use reasonable\nefforts to ensure that the use of the Registration Statement and Prospectus may\nbe resumed, as soon as practicable and, in the case of a pending development\nreferred to in (i) above, as soon as, in the judgment of Amazon.com, disclosure\nof the material information relating to such pending development would not have\na materially adverse effect on Amazon.com's ability to consummate the\ntransaction, 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 at least ten trading days (prorated for partial fiscal\nquarters) available to sell Registrable Securities during each fiscal quarter\n(or portion thereof) during the Effectiveness Period.\n\n        (d) Expenses. All expenses, other than brokers' commissions and similar\ncharges, and legal fees and disbursements of counsel for the selling Holders,\nincurred in connection with the Registration Statement shall be borne by\nAmazon.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               (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 and legal opinions as reasonably\nrequested in order to facilitate the disposition of the Registrable Securities\nowned by it that are included 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 \n\n\n\n                                      -4-\n\n\nrequired in connection therewith or as a condition thereto to qualify to do\nbusiness or to file a general consent to service of process in any such states\nor 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, and (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.\n\n        1.4    FURNISH INFORMATION\n\n        It shall be a condition precedent to the obligations of Amazon.com to\ntake any action pursuant to Section 1.2 that each Holder shall furnish to\nAmazon.com such information regarding Holder, the Registrable Securities held by\nHolder and the intended method of disposition of such securities as shall be\nrequired to timely effect the 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 to \nSection 1.5(d), Amazon.com will indemnify and hold harmless each of the Holders,\nofficers, directors, employees and agents of a Holder or underwriters (as\ndefined in the Securities Act) and each person, if any, who controls a Holder\nwithin the meaning of the Securities Act or the Securities Exchange Act of 1934,\nas 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 on any of the following statements, omissions\nor violations (collectively a 'Violation'):\n\n               (i) any untrue statement or alleged untrue statement of a\nmaterial fact contained in the Registration Statement filed, 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 Registration\nStatement, including any preliminary Prospectus or final Prospectus contained\ntherein or in any amendments or supplements thereto, a material fact required to\nbe stated therein, or necessary to make the statements therein, in light of the\ncircumstances in which they were made, not misleading; or\n\n\n\n                                      -5-\n\n\n             (iii)     any violation or alleged violation by Amazon.com of the\nSecurities Act, the Exchange Act, any federal or state securities law or any\nrule or regulation promulgated under the Securities Act, the Exchange Act or any\nfederal or state securities law in connection with the offering covered by such\nRegistration Statement.\n\nAmazon.com will reimburse each Holder, and each 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 on a Violation which occurs in reliance on and in\nconformity with written information furnished expressly for use in connection\nwith such 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, severally and not jointly, will indemnify and hold\nharmless Amazon.com, each of its directors, each of its officers who have signed\nthe registration statement, each person, if any, who controls Amazon.com within\nthe meaning of the Securities Act, any other employee or agent of Amazon.com,\neach other Holder, each person, if any, who controls such Holder within the\nmeaning of the Securities Act, and any other employee or agent of such Holder\nagainst any losses, claims, damages or liabilities (joint or several) to which\nAmazon.com or any such director, officer or controlling person, employee or\nagent may become subject under the Securities Act, the Exchange Act or other\nfederal or state law, insofar as such losses, claims, damages or liabilities (or\nactions in respect thereof) arise out of or are based on any Violation, in each\ncase to the extent (and only to the extent) that such Violation occurs in\nreliance upon and in conformity with written information furnished by such\nHolder expressly for use in connection with such registration; and such Holder\nwill reimburse any legal or other expenses reasonably incurred by Amazon.com or\nany such director, officer or controlling person, employee or agent in\nconnection with investigating or defending any such loss, claim, damage,\nliability or action; provided, however, that the indemnity agreement contained\nin this Section 1.5(b) shall not apply to amounts paid in settlement of any such\nloss, claim, damage, liability or action if such settlement is effected without\nthe consent of such Holder, which consent shall not be unreasonably withheld;\nand provided, further, that the total amounts payable in indemnity by any Holder\nunder this Section 1.5(b) in respect of any Violation shall not exceed the net\nproceeds received by such Holder in the registered offering out of which such\nViolation 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 \n\n\n\n                                      -6-\n\n\nwritten notice of the commencement of such an action, and the indemnifying party\nshall have the right to participate in, and, to the extent the indemnifying\nparty so desires, jointly with any other indemnifying party similarly noticed,\nto assume the defense thereof with counsel mutually satisfactory to the parties;\nprovided, however, that an indemnified party shall have the right to retain its\nown counsel, 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, shall (to the\nextent of such prejudice) relieve such indemnifying party of any liability to\nthe indemnified party under this Section 1.5, but the omission so to deliver\nwritten notice to the indemnifying party will not relieve it of any liability\nthat it may have to any indemnified party otherwise than under this Section 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 case\nnotwithstanding the fact that this Section 1.5 provides for indemnification in\nsuch case, or (ii) contribution under the Securities Act may be required on the\npart of such Holder (and\/or any officer, director, employee, agent, underwriter\nor controlling person who may be indemnified under Section 1.5 (a)) in\ncircumstances for which indemnification is provided under this Section 1.5;\nthen, and in each such case, Amazon.com and such Holder (and\/or such other\nperson) will contribute to the aggregate losses, claims, damages or liabilities\nto which they may be subject (after contribution from others) in proportion to\ntheir relative fault as determined by a court of competent jurisdiction;\nprovided, however, that in no event, except in instances of fraud by Holder in\nwhich there is no limitation, (x) shall any Holder be responsible for more than\nthe portion represented by the percentage that the public offering price of its\nRegistrable Securities offered by and sold under the Registration Statement\nbears to the public offering price of all securities offered by and sold under\nsuch Registration Statement or (y) shall a \n\n\n\n                                      -7-\n\n\nHolder be required to contribute any amount in excess of the public offering\nprice of all such securities offered and sold by such Holder pursuant to such\nRegistration Statement; and in any event, no person or entity guilty of\nfraudulent misrepresentation (within the meaning of Section 11(f) of the\nSecurities Act) will be entitled to contribution from any person or entity who\nwas not guilty of such fraudulent misrepresentation.\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 itself\nthat:\n\n               (a) Good Title. (i) Such Stockholder owns, beneficially and of\nrecord, the shares of capital stock of Company listed opposite such\nStockholder's name on Exhibit A hereto, (ii) such shares of capital stock of\nCompany 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),\npreemptive right, option or other adverse claim or interest of any kind, (iii)\nsuch Stockholder has all necessary power, right and authority to enter into this\nAgreement and each of the agreements, certificates, instruments and documents\nexecuted or delivered pursuant to the terms of the Merger Agreement by such\nStockholder and to consummate the transactions contemplated hereby and thereby\nand (iv) this Agreement has been duly authorized, executed and delivered by\nStockholder and is a legal, valid and binding obligation of Stockholder,\nenforceable in accordance with its terms.\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 Company 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                                      -8-\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 account,\nnot as a nominee or agent, and not with a view to the distribution of any part\nthereof; such Stockholder has no present intention of selling, granting any\nparticipation in or otherwise distributing any of the Amazon.com Common Stock in\na manner contrary to the Securities Act or to any applicable state securities or\nBlue Sky law, nor does Stockholder have any contract, undertaking, agreement or\narrangement with any person or entity to sell, transfer or grant a participation\nto such person or entity with respect to any of the Amazon.com Common 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               (k) Legend. Each holder understands that prior to the\neffectiveness of the Registration Statement certificates or other instruments\nrepresenting any of the Registrable \n\n\n\n                                      -9-\n\n\nSecurities acquired by Holder will bear legends substantially similar to the\nfollowing, in addition to any other legends required by federal or state laws:\n\n               THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN\n               REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY APPLICABLE\n               STATE LAW, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED,\n               ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (a)\n               THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT\n               COVERING ANY SUCH TRANSACTION INVOLVING THESE SECURITIES OR (b)\n               THE COMPANY RECEIVES AN OPINION OF LEGAL COUNSEL FOR THE HOLDER\n               OF THESE SECURITIES (CONCURRED IN BY LEGAL COUNSEL FOR THE\n               COMPANY) STATING THAT SUCH TRANSACTION IS EXEMPT FROM\n               REGISTRATION, OR THE COMPANY OTHERWISE SATISFIES ITSELF THAT SUCH\n               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 and\nexecute an Investor Questionnaire in the form attached hereto as Exhibit B.\n\n\n3.      STOCKHOLDER REPRESENTATIVE\n\n        (a) Each undersigned Stockholder hereby irrevocably authorizes and\nappoints Warren Adams, Guy Bradley and Thomas Hoegh (the 'Stockholder\nRepresentatives'), with full power of substitution and resubstitution, as his,\nher or its representative and true and lawful attorney-in-fact and agent to act\nin his, her or its name, place and stead and to execute in the name and on\nbehalf of such Stockholder the Escrow Agreement, dated as of the date hereof,\nbetween Amazon.com, the Stockholder Representative and ChaseMellon Shareholder\nServices L.L.C. (the 'Escrow Agreement') and any other agreement, certificate,\ninstrument or document to be delivered by the Stockholders in connection with\nthe Merger. The Stockholder Representatives shall in all instances act by\nmajority vote.\n\n        (b) Each of the undersigned Stockholders agrees that the Stockholder\nRepresentatives shall have the full power, authority and right to perform, do\nand take any and \n\n\n\n                                      -10-\n\n\nall actions they deem necessary or advisable to carry out the purposes of the\nMerger Agreement and each Operative Document all without liability to such\nStockholder (except as expressly stated herein or therein), so long as same are\ncarried out by the Stockholder Representatives in good faith. Such actions\ninclude the power to amend, modify or waive any agreement in the name of each\nStockholder as if such Stockholder had himself, herself or itself amended,\nmodified or waived such agreement; provided, however, that the Stockholder\nRepresentatives shall have no power to alter any term of the Merger Agreement\nwhich would change the consideration to be received by any Stockholder in\nrespect of the Merger unless a majority of the Stockholders of each class of\nsecurities of Company (or such other number, if any, as is otherwise required by\nCompany's Articles of Organization, as amended, or other contractual\narrangement) shall so agree. In particular, but not by way of limitation, the\nStockholder Representatives shall have the power to make and carry out decisions\nunder the Merger Agreement, the Escrow Agreement and this Agreement on behalf of\neach Stockholder and to sign documents and make filings on behalf of each\nStockholder as if such Stockholder had himself, herself or itself signed or\nfiled such document.\n\n        (c) Each Stockholder understands that this appointment is irrevocable.\n\n        (d) Each Stockholder agrees to pay a pro rata portion of the reasonable\ncosts and expenses of such Stockholder Representatives, all or a portion of\nwhich amount may be paid out of the Escrow Shares in accordance with the terms\nof the Escrow Agreement.\n\n        (e) Any one of the Stockholder Representatives may resign at any time.\nUpon such resignation, each Stockholder hereby authorizes the remaining\nStockholder Representatives to appoint a new Stockholder Representative to\nreplace such resigning Stockholder Representative with the same powers and\nduties as such resigning Stockholder Representative, provided, however, that\nsuch newly appointed Stockholder Representative shall have been a member of the\nBoard of Directors of Company immediately prior to the Closing Date and, if the\nSurvival Period (as defined in the Escrow Agreement) has not yet expired, the\nEscrow Agent shall be notified of such appointment forthwith.\n\n        (f) If any one of the Stockholder Representatives or any successor shall\ndie, or become unable to act as the Stockholder Representative, a replacement\nshall promptly be appointed by the remaining Stockholder Representatives;\nprovided, however, that such newly appointed Stockholder Representative shall\nhave been a member of the Board of Directors of Company immediately prior to the\nClosing Date and, if the Survival Period has not yet expired, the Escrow Agent\nshall be notified of such appointment forthwith.\n\n        (g) Unless and until Amazon.com, and if the Survival Period has not yet\nexpired, the Escrow Agent, shall have received written notice of the appointment\nof a successor Stockholder Representative for the Stockholders, Amazon.com and\nthe Escrow Agent shall be entitled to rely on, and shall be fully protected in\nrelying on, the power and authority of the remaining Stockholder Representatives\nto act on behalf of the Stockholders.\n\n\n\n                                      -11-\n\n\n        (h) The Stockholder Representatives shall not be liable for any error of\njudgment, or any action taken or omitted to be taken hereunder in good faith\nexcept in the case of their bad faith, gross negligence or willful misconduct.\nThe Stockholder Representatives shall be entitled to consult with counsel of\ntheir choosing which is competent in matters governed by this Agreement and\nshall not be liable for any acts suffered or omitted by them in good fair in\naccordance with the advice of such counsel.\n\n\n4.      ESTABLISHMENT AND ENFORCEMENT OF INDEMNIFICATION OBLIGATION\n\n        Each Stockholder, by his, her or its signature below, represents that\nhe, she or it has read Article VIII of the Merger Agreement as well as Section\n1.5 of this Agreement with respect to the indemnification rights and obligations\nof the Stockholders stated therein and herein and agrees for the benefit of\nCompany and the surviving corporation pursuant to the Merger Agreement to abide\nby such provisions (as well as those with respect to specific performance),\nincluding with respect to the potential loss of the benefit of the shares of\nAmazon.com Common Stock to be received as a result of the Merger.\n\n\n5.      ASSIGNMENT\n\n        Notwithstanding anything herein to the contrary, the registration rights\nof a Holder under Section 1 hereof may be assigned only to a party who acquires\nfrom Holder at least 50,000 shares of Amazon.com Common Stock that constitute\nthe original number of Registrable Securities (as such number may be adjusted to\nreflect subdivisions, combinations and stock dividends of Amazon.com Common\nStock) or as a distribution made by a Holder which is a partnership or limited\nliability company to the partners or members of such Holder of Registrable\nSecurities; provided, however, that no party may be assigned any of the\nforegoing rights until Amazon.com is given written notice by the assigning party\nat the time of such assignment stating the name and address of the assignee and\nidentifying the securities of Amazon.com as to which the rights in question are\nbeing assigned; provided, further, that any such assignee shall receive such\nassigned rights subject to all the terms and conditions of this Agreement,\nincluding without limitation the provisions of this Section 5.\n\n\n6.      GENERAL PROVISIONS\n\n        6.1    NOTICES\n\n        Any notice or demand desired or required to be given hereunder shall be\nin writing given by personal delivery, certified or registered mail, confirmed\nfacsimile transmission, or overnight courier service, in each case addressed as\nrespectively set forth below or to such other address as any party shall have\npreviously designated by such a notice. The effective date of any notice or\nrequest shall be the date of personal delivery, four days after the date of\nmailing by certified or registered mail, the date on which successful facsimile\ntransmission is \n\n\n\n                                      -12-\n\n\nconfirmed, or the date undertaken for delivery by a reputable overnight courier\nservice, as the case may be, in each case properly addressed as provided herein\nand with all charges prepaid.\n\n                      If to Amazon.com:\n\n                      Amazon.com, Inc.\n                      1516 Second Avenue\n                      Seattle, WA 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                      Hutchins, Wheeler &amp; Dittmar\n                      101 Federal Street\n                      Boston, Massachusetts 02110\n                      Attention: Michael J. Riccio\n                      Facsimile: (617) 951-1295\n\n        6.2    SEVERABILITY\n\n        If any term or other provision of this Agreement is invalid, illegal or\nincapable of being enforced by any rule of law, or public policy, all other\nconditions and provisions of this Agreement shall nevertheless remain in full\nforce and effect so long as the economic or legal substance of the transactions\ncontemplated hereby is not affected in any manner adverse to any party. Upon\nsuch determination that any term or other provision is invalid, illegal or\nincapable of being enforced, the parties hereto shall negotiate in good faith to\nmodify this Agreement so as to effect the original intent of the parties as\nclosely 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\n\n                                      -13-\n\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 Agreement\nshall inure to the benefit of, and shall be binding upon, the successors and\npermitted assigns of the parties hereto.\n\n        6.5    GOVERNING LAW\n\n        This Agreement shall be governed by, and construed in accordance with,\nthe laws of the State of Delaware applicable to contracts executed in and to be\nperformed in that State. All actions and proceedings arising out of or relating\nto this Agreement shall be heard and determined in any Delaware state or federal\ncourt thereof.\n\n        6.6    THIRD PARTIES\n\n        This Agreement shall be binding upon and inure solely to the benefit of\neach party hereto, and nothing in this Agreement, express or implied, is\nintended to or shall confer upon any other person any right, benefit or remedy\nof any nature whatsoever under or by reason of this Agreement.\n\n        6.7    HEADINGS\n\n        The descriptive headings contained in this Agreement are included for\nconvenience of reference only and shall not affect in any way the meaning or\ninterpretation of this Agreement.\n\n        6.8    SPECIFIC PERFORMANCE\n\n        Each of the parties acknowledges and agrees that the other parties\nhereto would be damaged irreparably in the event any of the provisions of this\nAgreement are not performed in accordance with their specific terms or otherwise\nare breached. Accordingly, each of the parties hereto agrees the other parties\nhereto will be entitled to an injunction to prevent breaches of the provisions\nof this Agreement and to enforce specifically this Agreement and the terms and\nprovisions of this Agreement (including the indemnification provisions hereof)\nin any competent court having jurisdiction over the parties, in addition to any\nother remedy to which they might be entitled at law or in equity.\n\n\n\n                                      -14-\n\n\n        6.9    COUNTERPARTS\n\n        This Agreement may be executed and delivered in one or more\ncounterparts, and by the different parties hereto in separate counterparts, each\nof which when executed and delivered shall be deemed to be an original but all\nof which taken together shall constitute one and the same agreement. To expedite\nthe process of entering into this Agreement, the parties acknowledge that\nTransmitted Copies of this Agreement will be equivalent to original documents\nuntil such time as original documents are completely executed and delivered.\n'Transmitted Copies' will mean copies that are reproduced or transmitted via\nphotocopy, facsimile or other process of complete and accurate reproduction and\ntransmission.\n\n        6.10   ABANDONMENT OF MERGER\n\n        In the event that the Merger Agreement is terminated and the Merger\nabandoned pursuant to Article VII of the Merger Agreement, no party hereto not\nin breach of its obligations hereunder shall have any liability to any other\nparty, including, but not limited to, liability for expenses incurred by any\nsuch other party in connection with this Agreement.\n\n        6.11   AMENDMENT OF RIGHTS\n\n        This Agreement may not be amended except by an instrument signed by\nAmazon.com and the Stockholder Representative and each undersigned Stockholder\nhereby grants expressly to the Stockholder Representative the authority and\ndiscretion, so long as such authority and discretion are exercised in good\nfaith, to enter into such amendments as he, she or it chooses in the exercise of\nsuch authority and discretion.\n\n        IN WITNESS WHEREOF, the parties hereto have entered into and signed this\nAgreement as of the date and year first above written.\n\n                                        AMAZON.COM, INC.\n\n\n                                        By:\n                                           -------------------------------------\n\n                                        Name:\n                                             -----------------------------------\n\n                                        Its:\n                                            ------------------------------------\n\n\n\n\n                                      -15-\n\n\n                   SIGNATURE PAGE TO INVESTOR RIGHTS AGREEMENT\n\n                                        STOCKHOLDER\n\n\n                                        By:\n                                           -------------------------------------\n                                        Name:\n                                             -----------------------------------\n\n                                        Address:\n                                                --------------------------------\n\n                                        ----------------------------------------\n\n                                        ----------------------------------------\n\n                                        Number of Shares:\n                                                         -----------------------\n\n\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":[9630,9629],"class_list":["post-43813","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\/43813","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=43813"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43813"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43813"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43813"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}