{"id":43818,"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-agreement2.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"investor-rights-agreement2","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/securities\/investor-rights-agreement2.html","title":{"rendered":"Investor Rights Agreement"},"content":{"rendered":"<pre>\n\n                                AMAZON.COM, INC.\n\n                           INVESTOR RIGHTS AGREEMENT\n\n                                 JUNE 21, 1996\n\n\n\n\n                               TABLE OF CONTENTS\n\n\n                                                                                                Page\n                                                                                              \nSECTION 1.  Restrictions on Transferability, Registration Rights  . . . . . . . . . . . . . . .   1\n\n         1.1     Certain Definitions  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1\n         1.2     Restrictions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   2\n         1.3     Restrictive Legend . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   2\n         1.4     Notice of Proposed Transfers . . . . . . . . . . . . . . . . . . . . . . . . .   3\n         1.5     Requested Registration . . . . . . . . . . . . . . . . . . . . . . . . . . . .   3\n         1.6     Company Registration . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   5\n         1.7     Registration on Form S-3 . . . . . . . . . . . . . . . . . . . . . . . . . . .   6\n         1.8     Expenses of Registration . . . . . . . . . . . . . . . . . . . . . . . . . . .   7\n         1.9     Registration Procedures  . . . . . . . . . . . . . . . . . . . . . . . . . . .   7\n         1.10    Indemnification  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   9\n         1.11    Information by Holder  . . . . . . . . . . . . . . . . . . . . . . . . . . . .   10\n         1.12    Rule 144 Reporting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   10\n         1.13    Transfer of Registration Rights  . . . . . . . . . . . . . . . . . . . . . . .   11\n         1.14    Standoff Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   11\n         1.15    Termination of Rights  . . . . . . . . . . . . . . . . . . . . . . . . . . . .   11\n\nSECTION 2.  Affirmative Covenants of the Company  . . . . . . . . . . . . . . . . . . . . . . .   11\n\n         2.1     Financial Information  . . . . . . . . . . . . . . . . . . . . . . . . . . . .   11\n         2.2     Operating Plan and Budget  . . . . . . . . . . . . . . . . . . . . . . . . . .   12\n         2.3     Inspection . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   12\n         2.4     Assignment of Rights to Financial Information  . . . . . . . . . . . . . . . .   12\n         2.5     Proprietary Information Agreement  . . . . . . . . . . . . . . . . . . . . . .   12\n         2.6     Termination of Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . .   12\n         2.7     Right of First Offer . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   13\n         2.8     Initial Public Offering  . . . . . . . . . . . . . . . . . . . . . . . . . . .   13\n\nSECTION 3.  Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   14\n\n         3.1     Assignment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   14\n         3.2     Third Parties  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   14\n         3.3     Governing Law  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   14\n         3.4     Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   14\n         3.5     Notices  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   14\n         3.6     Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   14\n         3.7     Amendment and Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   14\n         3.8     Effect of Amendment or Waiver  . . . . . . . . . . . . . . . . . . . . . . . .   14\n         3.9     Rights of Holders  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   15\n         3.10    Delays or Omissions  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   15\n\nEXHIBIT A        Schedule of Investors\nEXHIBIT B        Restrictive Legend\n\n\n\n\n\n\n\n\n\n\n                           INVESTOR RIGHTS AGREEMENT\n\n         THIS INVESTOR RIGHTS AGREEMENT (the 'Agreement') is entered into as of\nthe 21st day of June, 1996, by and among Amazon.com, Inc., a Delaware\ncorporation (the 'Company'), the persons set forth on the Schedule of Investors\nattached hereto as Exhibit A (the 'Investors') and, with respect to Section\n1.6, Section 2.6 and Section 2.8, Jeffrey P. Bezos.\n\n                                    RECITALS\n\n         The Company and the Investors are entering into a Series A Preferred\nStock Purchase Agreement (the 'Series A Agreement) of even date herewith,\npursuant to which the Company shall sell, and the Investors shall acquire,\nshares of the Company's Series A Preferred Stock (the 'Series A Preferred').\nThe shares of Series A Preferred are referred to collectively herein as the\n'Shares.'\n\n         NOW, THEREFORE, in consideration of the mutual promises and covenants\nhereinafter set forth, the parties agree as follows:\n\n                                   SECTION 1.\n\n              RESTRICTIONS ON TRANSFERABILITY; REGISTRATION RIGHTS\n\n         1.1     Certain Definitions.  As used in this Agreement, the following\nterms shall have the following respective meanings:\n\n                 'Commission' shall mean the Securities and Exchange Commission\nor any other federal agency at the time administering the Securities Act.\n\n                 'Conversion Shares' means the Common Stock issued or issuable\nupon conversion of the Shares.\n\n                 'Exchange Act' shall mean the Securities Exchange Act of 1934,\nas amended, or any similar federal statute, and the rules and regulations of\nthe Commission thereunder, all as the same shall be in effect at the time.\n\n                 'Holder' shall mean any Investor holding Registrable\nSecurities and any person holding Registrable Securities to whom the rights\nunder this Agreement have been transferred in accordance with Section 1.13\nhereof.  Jeffrey P. Bezos shall be deemed to be a Holder, but only with respect\nto a registration effected pursuant to Section 1.6 below.\n\n                 'Initiating Holders'  shall mean any Investors or transferees\nof Investors under Section 1.13 hereof who in the aggregate are Holders of not\nless than fifty percent (50%) of the Registrable Securities.\n\n                 The terms 'register,' 'registered' and 'registration' refer to\na registration effected by preparing and filing a registration statement in\ncompliance with the Securities Act, and the declaration or ordering of the\neffectiveness of such registration statement.\n\n\n\n\n\n\n\n\n\n                 'Registration Expenses' shall mean all expenses incurred by\nthe Company in complying with Sections 1.5, 1.6 and 1.7 hereof, including,\nwithout limitation, all registration, qualification and filing fees, printing\nexpenses, escrow fees, fees and disbursements of counsel for the Company, blue\nsky fees and expenses, and the expense of any special audits incident to or\nrequired by any such registration (but excluding the compensation of regular\nemployees of the Company which shall be paid in any event by the Company).\n\n                 'Registrable Securities' means any Common Stock of the Company\nissued or issuable in respect of the Shares or Conversion Shares or other\nsecurities issued or issuable with respect to the Shares or Conversion Shares\nupon any stock split, stock dividend, recapitalization, or similar event, or\nany Common Stock otherwise issued or issuable with respect to the Shares or\nConversion Shares; provided, however, that shares of Common Stock or other\nsecurities shall only be treated as Registrable Securities if and so long as\nthey have not been (A) sold to or through a broker or dealer or underwriter in\na public distribution or a public securities transaction, or (B) sold in a\ntransaction exempt from the registration and prospectus delivery requirements\nof the Securities Act under Section 4(1) thereof so that all transfer\nrestrictions and restrictive legends with respect thereto are removed upon the\nconsummation of such sale.  The Common Stock held by Bezos shall be deemed\nRegistrable Securities, but only with respect to a registration effected\npursuant to Section 1.6 below, and subject to all limitations therein.\n\n                 'Restricted Securities' shall mean the securities of the\nCompany required to bear the legend set forth in Section 1.3 hereof.\n\n                 'Securities Act' shall mean the Securities Act of 1933, as\namended, or any similar federal statute and the rules and regulations of the\nCommission thereunder, all as the same shall be in effect at the time.\n\n                 'Selling Expenses' shall mean an underwriting discounts,\nselling commissions and stock transfer taxes applicable to the securities\nregistered by the Holders and all fees and disbursements of counsel for the\nHolders (as limited by Section 1.8).\n\n         1.2     Restrictions.  The Shares and the Conversion Shares shall not\nbe sold, assigned, transferred or pledged except upon the conditions specified\nin this Agreement, which conditions are intended to ensure compliance with the\nprovisions of the Securities Act.  The Investors will cause any proposed\npurchaser, assignee, transferee or pledgee of the Shares and the Conversion\nShares to agree to take and hold such securities subject to the provisions and\nupon the conditions specified in this Agreement.\n\n         1.3     Restrictive Legend.  Each certificate representing (i) the\nShares, (ii) the Conversion Shares, and (iii) any other securities issued in\nrespect of the securities referenced in clauses (i) and (ii) upon any stock\nsplit, stock dividend, recapitalization, merger, consolidation or similar\nevent, shall (unless otherwise permitted by the provisions of Section 1.4\nbelow) be stamped or otherwise imprinted with a legend in the form of Exhibit B\nattached hereto (in addition to any legend required under applicable state\nsecurities laws).\n\n\n\n\n\n                                      -2-\n\n\n\n\n         Each Investor and Holder consents to the Company making a notation on\nits records and giving instructions to any transfer agent of the Restricted\nSecurities in order to implement the restrictions on transfer established in\nthis Section 1.\n\n         1.4     Notice of Proposed Transfers.  The holder of each certificate\nrepresenting Restricted Securities, by acceptance thereof, agrees to comply in\nall respects with the provisions of this Section 1.  Prior to any proposed\nsale, assignment, transfer or pledge of any Restricted Securities, unless there\nis in effect a registration statement under the Securities Act covering the\nproposed transfer, the holder thereof shall give written notice to the Company\nof such holder's intention to effect such transfer, sale, assignment or pledge.\nEach such notice shall describe the manner and circumstances of the proposed\ntransfer, sale, assignment or pledge in sufficient detail, and shall be\naccompanied at such holder's expense by either (i) a written opinion of legal\ncounsel who shall, and whose legal opinion shall be, reasonably satisfactory to\nthe Company, addressed to the Company, to the effect that the proposed transfer\nof the Restricted Securities may be effected without registration under the\nSecurities Act, or (ii) a 'no action' letter from the Commission to the effect\nthat the transfer of such securities without registration will not result in a\nrecommendation by the staff of the Commission that action be taken with respect\nthereto, or (iii) any other evidence reasonably satisfactory to counsel to the\nCompany, whereupon the holder of such Restricted Securities shall be entitled\nto transfer such Restricted Securities in accordance with the terms of the\nnotice delivered by the holder to the Company.  The Company will not require\nsuch a legal opinion or 'no action' letter (a) in any transaction in compliance\nwith Rule 144 or (b) in any transaction in which an Investor which is a\npartnership distributes Restricted Securities solely to partners thereof for no\nadditional consideration.  Each certificate evidencing the Restricted\nSecurities transferred as above provided shall bear, except if such transfer is\nmade pursuant to Rule 144, the appropriate restrictive legend set forth in\nSection 1.3 above, except that such certificate shall not bear such restrictive\nlegend if, in the opinion of counsel for such holder and the Company, such\nlegend is not required in order to establish compliance with any provisions of\nthe Securities Act.\n\n         1.5     Requested Registration.\n\n                 (a)      Request for Registration.  In case the Company shall\nreceive from Initiating Holders a written request that the Company effect any\nregistration, qualification or compliance with respect to the Registrable\nSecurities, the Company will:\n\n                          (i)     promptly give written notice of the proposed\nregistration, qualification or compliance to all other Holders; and\n\n                          (ii)    as soon as practicable, use its commercially\nreasonable efforts to effect such registration, qualification or compliance\n(including, without limitation, the execution of an undertaking to file\npost-effective amendments, appropriate qualification under applicable blue sky\nor other state securities laws and appropriate compliance with applicable\nregulations issued under the Securities Act and any other governmental\nrequirements or regulations) as may be so requested and as would permit or\nfacilitate the sale and distribution of all or such portion of such Registrable\nSecurities as are specified in such request, together with all or such portion\nof the Registrable Securities of any Holder or Holders joining in such request\nas are specified in a written request received by the Company within thirty\n(30) days after receipt of such written notice from the Company; provided,\nhowever, that\n\n\n\n\n\n                                      -3-\n\n\n\n\nthe Company shall not be obligated to take any action to effect any such\nregistration, qualification or compliance pursuant to this Section 1.5;\n\n                                  (1)      In any particular jurisdiction in\nwhich the Company would be required to execute a general consent to service of\nprocess in effecting such registration, qualification or compliance unless the\nCompany is already subject to service in such jurisdiction and except as may be\nrequired by the Securities Act;\n\n                                  (2)      Prior to the earlier of (a) one year\nfollowing the effective date of the first public offering of the Common Stock\nof the Company to the general public which is effected pursuant to a\nregistration statement filed with and declared effective by, the Commission\nunder the Securities Act (the 'Initial Public Offering') or (b) the third\nanniversary of the date of this Agreement;\n\n                                  (3)      Unless not less than one half of the\nRegistrable Securities then outstanding are included in the request for\nregistration pursuant to Section 1.5(a) above;\n\n                                  (4)      After (i) the Company has effected\ntwo (2) such registrations pursuant to this subparagraph 1.5(a) and each such\nregistration has been declared or ordered effective and remained effective for\nthe period specified in Section 1.9(a) of this Agreement or (ii) after seven\n(7) years after the date hereof or five years after the closing of the\nCompany's Initial Public Offering, whichever is earlier; or\n\n                                  (5)      If the Company shall furnish to such\nHolders a Certificate, signed by the President of the Company, stating that in\nthe good faith judgment of the Board of Directors it would be seriously\ndetrimental to the Company or its shareholders for a registration statement to\nbe filed in the near future, then the Company's obligation to use its\ncommercially reasonable efforts to register, qualify or comply under this\nSection 1.5 shall be deferred for a period not to exceed one hundred and twenty\n(120) days from the date of receipt of written request from the Initiating\nHolders; provided, however, that the Company may not utilize this right more\nthan once in any twelve (12) month period.\n\n         Subject to the foregoing clauses (1) through (5), the Company shall\nfile a registration statement covering the Registrable Securities so requested\nto be registered as soon as practicable after receipt of the request or\nrequests of the Initiating Holders.\n\n                 (b)      Underwriting.  In the event that a registration\npursuant to Section 1.5 is for a registered public offering involving an\nunderwriting, the Company shall so advise the Holders as part of the notice\ngiven pursuant to Section 1.5(a)(i).  The right of any Holder to registration\npursuant to Section 1.5 shall be conditioned upon such Holder's participation\nin the underwriting arrangements required by this Section 1.5 and the inclusion\nof such Holder's Registrable Securities in the underwriting to the extent\nrequested, to the went provided herein.\n\n         The Company shall (together with all Holders proposing to distribute\ntheir securities through such underwriting) enter into an underwriting\nagreement in customary form with the managing underwriter selected for such\nunderwriting by the Company (which managing underwriter shall be reasonably\nacceptable to a majority in interest of the Initiating Holders).\nNotwithstanding any other provision of this Section 1.5, if the managing\nunderwriter determines that marketing factors require a\n\n\n\n\n\n                                      -4-\n\n\n\n\nlimitation of the number of shares to be underwritten, then the Company shall\nso advise all Holders of Registrable Securities in writing and the number of\nshares of Registrable Securities that may be included in the registration and\nunderwriting shall be allocated among all Holders thereof in proportion, as\nnearly as practicable, to the respective amounts of Registrable Securities held\nby such Holders at the time of filing the registration statement, provided,\nhowever, that the number of shares of Registrable Securities to be included in\nsuch underwriting shall not be reduced unless all other securities are first\nentirely excluded from the underwriting.  No Registrable Securities excluded\nfrom the underwriting by reason of the underwriter's marketing limitation shall\nbe included in such registration.  To facilitate the allocation of shares in\naccordance with the above provisions, the Company or the underwriters may round\nthe number of shares allocated to any Holder to the nearest 100 shares.\n\n         If any Holder of Registrable Securities disapproves of the terms of\nthe underwriting, such person may elect to withdraw therefrom by written notice\nto the Company, the managing underwriter and the Initiating Holders.  The\nRegistrable Securities and\/or other securities so withdrawn shall also be\nwithdrawn from registration, and such Registrable Securities shall not be\ntransferred in a public distribution prior to one hundred and eighty (180) days\nafter the effective date of such registration.\n\n         1.6     Company Registration.\n\n                 (a)      Notice of Registration.  If at any time or from time\nto time prior to the seventh anniversary of the date of this Agreement or the\nfifth anniversary of the Company's Initial Public Offering, whichever is\nearlier, the Company shall determine to register any of its securities, either\nfor its own account or the account of a security holder or holders other than\n(i) a registration relating solely to employee benefit plans, or (ii) a\nregistration relating solely to a Commission Rule 145 transaction, the Company\nwill (but not more than five (5) times pursuant to this Section 1.6(a)):\n\n                           (i)    promptly give to each Holder written notice\nthereof; and include in such registration (and any related qualification under\nblue sky laws or other compliance), and in any underwriting involved therein,\nall the Registrable Securities specified in a written request or requests made\nwithin fifteen (15) days after receipt of such written notice from the Company\nby any Holder, but only to the extent that such inclusion will not diminish the\nnumber of securities included by holders of the Company's securities who have\ndemanded such registration pursuant to Section 1.5 hereof.\n\n                 (b)      Underwriting.  If the registration of which the\nCompany gives notice is for a registered public offering involving an\nunderwriting, the Company shall so advise the Holders as a part of the written\nnotice given pursuant to Section 1.6(a)(i).  In such event, the right of any\nHolder to registration pursuant to Section 1.6 shall be conditioned upon such\nHolder's participation in such underwriting and the inclusion of Registrable\nSecurities in the underwriting, to the extent requested, to the extent provided\nherein.  All Holders proposing to distribute their securities through such\nunderwriting shall (together with the Company and the other holders\ndistributing their securities through such underwriting) enter into an\nunderwriting agreement in customary form with the managing underwriter selected\nfor such underwriting by the Company.  Notwithstanding any other provision of\nthis Section 1.6, if the managing underwriter determines that marketing factors\nrequire a limitation of the number of shares to be underwritten, the managing\nunderwriter may limit the number of Registrable Securities to be included in\nthe registration and underwriting (up to the exclusion of all Registrable\nSecurities in the event of the Company's initial public offering), on a pro\nrata basis based on the total number of securities (including, without\nlimitation, Registrable Securities) entitled to registration\n\n\n\n\n\n                                      -5-\n\n\n\n\npursuant to registration rights granted to the participating Holders by the\nCompany; provided, however, that if such offering is not the initial offering\nof shares to the public, no such reduction may reduce the number of securities\nbeing sold by the Holders to less than fifteen percent (15%) of the shares\nbeing sold in such offering.  To facilitate the allocation of shares in\naccordance with the above provisions, the Company or the underwriters may round\nthe number of shares allocated to any Holder or other holder to the nearest 100\nshares.  If any Holder or other holder disapproves of the terms of any such\nunderwriting, he or she may elect to withdraw therefrom by written notice to\nthe Company and the managing underwriter.  Any securities excluded or withdrawn\nfrom such underwriting shall be withdrawn from such registration, and shall not\nbe transferred in a public distribution prior to one hundred twenty (120) days\nafter the effective date of the registration statement relating thereto.\n\n                 (c)      Right to Terminate Registration. The Company shall\nhave the right to terminate or withdraw any registration initiated by it under\nthis Section 1.6 prior to the effectiveness of such registration, whether or\nnot any Holder has elected to include securities in such registration.\n\n         1.7     Registration on Form S-3.\n\n                 (a)      Notwithstanding the restrictions of Section 1.6\nabove, if any Holder or Holders of not less than twenty percent (20%) of the\nRegistrable Securities requests that the Company file a registration statement\non Form S-3 (or any successor form to Form S-3) for a public offering of shares\nof the Registrable Securities, the reasonably anticipated aggregate price to\nthe public of which, net of underwriting discounts and commissions, would\nexceed $1,000,000, and the Company is a registrant entitled to use Form S-3 to\nregister the Registrable Securities for such an offering, the Company shall use\nits commercially reasonable efforts to cause such Registrable Securities to be\nregistered for the offering on such form.  The Company will (i) promptly give\nwritten notice of the proposed registration to all other Holders, and (ii) as\nsoon as practicable, use its commercially reasonable efforts to effect such\nregistration (including, without limitation, the execution of an undertaking to\nfile post-effective amendments, appropriate qualification under applicable blue\nsky or other state securities laws and appropriate compliance with applicable\nregulations issued under the Securities Act and any other governmental\nrequirements or regulations) as may be so requested and as would permit or\nfacilitate, the sale and distribution of all or such portion of such\nRegistrable Securities as are specified in such request, together with all or\nsuch portion of the Registrable Securities of any Holder or Holders joining in\nsuch request as are specified in a written request received by the Company\nwithin fifteen (15) days after receipt of such written notice from the Company.\nThe substantive provisions of Section 1.5(b) shall be applicable to each\nregistration initiated under this Section 1.7.\n\n                 (b)      Notwithstanding the foregoing, the Company shall not\nbe obligated to take any action pursuant to this Section 1.7: (i) in any\nparticular jurisdiction in which the Company would be required to execute a\ngeneral consent to service of process in effecting such registration,\nqualification or compliance unless the Company is already subject to service in\nsuch jurisdiction and except as may be required by the Securities Act; (ii)\nduring the period starting with the date sixty (60) days prior to the Company's\nestimated date of filing of and ending on the date six (6) months immediately\nfollowing the effective date of, a registration statement (other than with\nrespect to a registration statement relating to a Rule 145 transaction, an\noffering solely to employees or any other registration which is not appropriate\nfor the registration of Registrable Securities), provided that the Company is\nactively employing in good faith all reasonable efforts to cause such\nregistration statement to become effective; (iii) after the Company has\neffected three (3) such registrations pursuant to this Section 1.7 and each\n\n\n\n\n\n                                      -6-\n\n\n\n\nsuch registration has been declared or ordered effective and has remained\neffective for the period specified in Section 1.9(a) of this Agreement; (iv)\nafter seven (7) years after the date of this Agreement or five (5) years after\nthe closing of the Company's Initial Public Offering, whichever is earlier; or\n(v) if the Company shall furnish to such Holder a certificate signed by the\nPresident of the Company stating that, in the good faith judgment of the Board\nof Directors, it would be seriously detrimental to the Company or its\nshareholders for registration statements to be filed in the near future, then\nthe Company's obligation to use its best efforts to file a registration\nstatement shall be deferred for a period not to exceed one hundred twenty (120)\ndays from the receipt of the request to file such registration by such Holder\nor Holders; provided, however, that the Company may not utilize this right more\nthan once in any twelve (12) month period.\n\n         1.8     Expenses of Registration.  All Registration Expenses incurred\nin connection with any registration pursuant to Sections 1.5 and 1.6 and the\nreasonable cost of one special legal counsel to represent all of the Holders\ntogether in any such registration shall be borne by the Company.  All\nRegistration Expenses incurred in connection with any registration pursuant to\nSection 1.7 of this Agreement and the cost of any counsel for the Holders in\nany such registration shall be borne by the Holders pro rata according to the\nnumber of Registrable Securities included by them in such registration.  If a\nregistration proceeding is begun upon the request of Initiating Holders\npursuant to Section 1.5, but such request is subsequently withdrawn, then the\nHolders of Registrable Securities to have been registered may either:  (i) bear\nall Registration Expenses of such proceeding, pro rata on the basis of the\nnumber of shares to have been registered, in which case the Company shall be\ndeemed not to have effected a registration pursuant to subparagraph 1.5(a) of\nthis Agreement; or (ii) require the Company to bear all Registration Expenses\nof such proceeding, in which case the Company shall be deemed to have effected\na registration pursuant to subparagraph 1.5(a) of this Agreement.\nNotwithstanding the foregoing however, if at the time of the withdrawal, the\nHolders have learned of a material adverse change in the condition, business or\nprospects of the Company from that known to the Holders at the time of their\nrequest, then the Holders shall not be required to pay any of said Registration\nExpenses.  In such case, the Company shall be deemed not to have effected a\nregistration pursuant to subparagraph 1.5(a) of this Agreement.  Unless\notherwise stated, all other Selling Expenses relating to securities registered\non behalf of the Holders shall be borne by the Holders of the registered\nsecurities included in such registration pro rata on the basis of the number of\nshares so registered.\n\n         1.9     Registration Procedures.  In the case of each registration,\nqualification or compliance effected by the Company pursuant to this Section 1,\nthe Company will keep each Holder advised in writing as to the initiation of\neach registration, qualification and compliance and as to the completion\nthereof.  The Company will:\n\n                 (a)      Prepare and file with the Commission a registration\nstatement with respect to such securities and use its best efforts to cause\nsuch registration statement to become and remain effective until the\ndistribution described in the registration statement has been completed, but in\nno event longer than sixty (60) days; and\n\n                 (b)      Prepare and file with the Commission such amendments\nand supplements to such registration statement and the prospectus used in\nconnection with such registration statement as may be necessary to comply with\nthe provisions of the Act with respect to the disposition of all securities\ncovered by such registration statement.\n\n\n\n\n\n                                      -7-\n\n\n\n\n                 (c)      Furnish to the Holders participating in such\nregistration and to the underwriters, if any, of the securities being\nregistered such reasonable number of copies of the registration statement,\npreliminary prospectus, final prospectus and such other documents as such\nunderwriters may reasonably request in order to facilitate the public offering\nof such securities.\n\n                 (d)      Use its best efforts to register and qualify the\nsecurities covered by such registration statement under such other securities\nor Blue Sky laws of such jurisdictions as shall be reasonably requested by the\nHolders; provided that the Company shall not be required in connection\ntherewith or as a condition thereto to qualify to do business or to file a\ngeneral consent to service of process in any such states or jurisdictions,\nunless the Company is already subject to service in such jurisdiction and\nexcept as may be required by the Act.\n\n                 (e)      In the event of any underwritten public offering,\nenter into and perform its obligations under an underwriting agreement, in\nusual and customary form, with the managing underwriter of such offering.  Each\nHolder participating in such underwriting shall also enter into and perform its\nobligations under such an agreement.\n\n                 (f)      Notify each Holder of Registrable Securities covered\nby such registration statement at any time when a prospectus relating thereto\nis required to be delivered under the Act of the happening of any event as a\nresult of which the prospectus included in such registration statement, as then\nin effect, includes an untrue statement of a material fact or omits to state a\nmaterial fact required to be stated therein or necessary to make the statements\ntherein not misleading in the light of the circumstances then existing.\n\n                 (g)      Cause all such Registrable Securities registered\npursuant hereunder to be listed on each securities exchange or other trading\nmarket on which similar securities issued by the Company are then listed.\n\n                 (h)      Provide a transfer agent and registrar for all\nRegistrable Securities registered pursuant hereunder and a CUSIP number for all\nsuch Registrable Securities, in each case not later than the effective date of\nsuch registration.\n\n                 (i)      Use its best efforts to furnish, at the request of\nany Holder requesting registration of Registrable Securities pursuant to this\nSection 1, on the date that such Registrable Securities are delivered to the\nunderwriters for sale in connection with a registration pursuant to this\nSection 1, if such securities are being sold through underwriters, (i) an\nopinion, dated such date, of the counsel representing the Company for the\npurposes of such registration, in form and substance as is customarily given to\nunderwriters in an underwritten public offering, addressed to the underwriters,\nif any, and to the Holders requesting registration of Registrable Securities\nand (ii) a letter dated such date, from the independent certified public\naccountants of the Company, in form and substance as is customarily given by\nindependent certified public accountants to underwriters in an underwritten\npublic offering, addressed to the underwriters, if any, and to the Holders\nrequesting registration of Registrable Securities.\n\n\n\n\n\n                                      -8-\n\n\n\n\n         1.10    Indemnification.\n\n                 (a)      The Company will indemnify each Holder, each of its\nofficers and directors and partners, and each person controlling such Holder\nwithin the meaning of Section 15 of the Securities Act, with respect to which\nregistration, qualification or compliance has been effected pursuant to this\nSection 1, and each underwriter, if any, and each person who controls any\nunderwriter within the meaning of Section 15 of the Securities Act, against all\nactual out-of-pocket expenses, claims, losses, damages or liabilities (or\nactions in respect thereof), including any of the foregoing incurred in\nsettlement of any litigation, commenced or threatened, arising out of or based\non any untrue statement (or alleged untrue statement) of a material fact\ncontained in any registration statement, prospectus, preliminary prospectus,\noffering circular or other document, or any amendment or supplement thereto,\nincident to any such registration, qualification or compliance, or based on any\nomission (or alleged omission) to state therein a material fact required to be\nstated therein or necessary to make the statements therein, in light of the\ncircumstances in which they were made, not misleading, or any violation or any\nalleged violation by the Company of any rule or regulation promulgated under\nthe Securities Act or the Exchange Act or any state securities law applicable\nto the Company in connection with any such registration, qualification or\ncompliance, and the Company will reimburse each such Holder, each of its\nofficers and directors, and each person controlling such Holder, each such\nunderwriter and each person who controls any such underwriter, for any legal\nand any other actual out-of-pocket expenses reasonably incurred in connection\nwith investigating, preparing or defending any such claim, loss, damage,\nliability or action, as such expenses are incurred, provided that the Company\nwill not be liable in any such case to the extent that any such claim, loss,\ndamage, liability or expense arises out of or is based on any untrue statement\nor omission or alleged untrue statement or omission, made in reliance upon and\nin conformity with written information furnished to the Company by such Holder,\ncontrolling person or underwriter specifically for use therein.\n\n                 (b)      Each Holder will, if Registrable Securities held by\nsuch Holder are included in the securities as to which such registration,\nqualification or compliance is being effected, indemnify the Company, each of\nits directors and officers, each underwriter, if any, of the Company's\nsecurities covered by such a registration statement, each person who controls\nthe Company or such underwriter within the meaning of Section 15 of the\nSecurities Act, and each other such Holder, each of its officers and directors\nand each person controlling such Holder within the meaning of Section 15 of the\nSecurities Act, against all actual out-of-pocket expenses, claims, losses,\ndamages and liabilities (or actions in respect thereof), including any of the\nforegoing incurred in settlement of any litigation, commenced or threatened,\narising out of or based on any untrue statement (or alleged untrue statement)\nof a material fact contained in any such registration statement, prospectus,\noffering circular or other document, or any amendment or supplement thereto,\nincident to any such registration, qualification or compliance, or based on any\nomission (or alleged omission) to state therein a material fact required to be\nstated therein, in light of the circumstances in which they were made, or\nnecessary to make the statements therein not misleading, and will reimburse the\nCompany, such Holders, such directors, officers, persons, underwriters or\ncontrol persons for any legal and any other actual out-of-pocket expenses\nreasonably incurred in connection with investigating or defending any such\nclaim, loss, damage, liability or action, as such expenses are incurred, in\neach case to the extent, but only to the extent, that such untrue statement (or\nalleged untrue statement) or omission (or alleged omission) is made in such\nregistration statement, prospectus, offering circular or other document in\nreliance upon and in conformity with written information furnished to the\nCompany by such Holder specifically for use therein.\n\n\n\n\n\n                                      -9-\n\n\n\n\n                 (c)      Each party entitled to indemnification under this\nSection 1.10 (the 'Indemnified Party') shall give notice to the party required\nto provide indemnification (the 'Indemnifying Party') promptly after such\nIndemnified Party has actual knowledge of any claim as to which indemnity may\nbe sought, and shall permit the Indemnifying Party to assume the defense of any\nsuch claim or any litigation resulting therefrom, provided that counsel for the\nIndemnifying Party, who shall conduct the defense of such claim or litigation,\nshall be approved by the Indemnified Party (whose approval shall not\nunreasonably be withheld), and the Indemnified Party may participate in such\ndefense at such party's expense; provided, however, that an Indemnified Party\n(together with all other Indemnified Parties which may be represented without\nconflict by one counsel) shall have the right to retain one separate counsel,\nwith the reasonable fees and expenses of such counsel to be paid by the\nIndemnifying Party, if representation of such Indemnified Party by the counsel\nretained by the Indemnifying Party would be inappropriate due to actual or\npotential differing interests between such Indemnified Party and any other\nparty represented by such counsel in such proceeding.  The failure of any\nIndemnified Party to give notice as provided herein shall not relieve the\nIndemnifying Party of its obligations under this Section 1.10 unless the\nfailure to give such notice is materially prejudicial to an Indemnifying\nParty's ability to defend such action.  No Indemnifying Party, in the defense\nof any such claim or litigation, shall, except with the consent of each\nIndemnified Party (not to be unreasonably withheld), consent to entry of any\njudgment or enter into any settlement which does not include as an\nunconditional term thereof the giving by the claimant or plaintiff to such\nIndemnified Party of a release from all liability in respect to such claim or\nlitigation.\n\n         1.11    Information by Holder.  The Holder or Holders of Registrable\nSecurities included in any registration shall furnish to the Company such\ninformation regarding such Holder or Holders, the Registrable Securities held\nby them and the distribution proposed by such Holder or Holders as the Company\nmay request in writing and as shall be required in connection with any\nregistration, qualification or compliance referred to in this Section 1.\n\n         1.12    Rule 144 Reporting.  With a view to making available the\nbenefits of certain rules and regulations of the Commission which may at any\ntime permit the sale of the Restricted Securities to the public without\nregistration, after such time as a public market exists for the Common Stock of\nthe Company, the Company agrees to use its best efforts to:\n\n                 (a)      Make and keep public information available, as those\nterms are understood and defined in Rule 144 under the Securities Act, at all\ntimes after the effective date that the Company becomes subject to the\nreporting requirements of the Exchange Act.\n\n                 (b)      File with the Commission in a timely manner all\nreports and other documents required of the Company under the Exchange Act (at\nany time after it has become subject to such reporting requirements); and\n\n                 (c)      So long as an Investor owns any Restricted\nSecurities, to furnish to the Investor forthwith upon request a written\nstatement by the Company as to its compliance with the reporting requirements\nof Rule 144 (at any time after ninety (90) days after the effective date of the\nfirst registration statement filed by the Company for an offering of its\nsecurities to the general public), and of the Exchange Act (at any time after\nit has become subject to such reporting requirements), a copy of the most\nrecent annual or quarterly report of the Company, and such other reports and\ndocuments of the Company and other information in the possession of or\nreasonably obtainable by the\n\n\n\n\n\n                                      -10-\n\n\n\n\nCompany as an Investor may reasonably request in availing itself of any rule or\nregulation of the Commission allowing an Investor to sell any such securities\nwithout registration.\n\n         1.13    Transfer of Registration Rights.  The rights to cause the\nCompany to register securities granted Investors under Sections 1.5, 1.6 and\n1.7 may be assigned to a transferee or assignee reasonably acceptable to the\nCompany in connection with transfer or assignment of Registrable Securities by\nan Investor (together with any affiliate); provided that (a) such transfer may\notherwise be effected in accordance with applicable securities laws, (b) notice\nof such assignment is given to the Company, and (c) such transferee or assignee\n(i) is a wholly-owned subsidiary or constituent partner (including limited\npartners, retired partners, spouses and ancestors, lineal descendants and\nsiblings of such partners or spouses who acquire Registrable Securities by\ngift, will or intestate succession) of such Investor, or (ii) acquires from\nsuch Investor at least 25% of the Shares (as appropriately adjusted for stock\nsplits and the like) originally purchased by such Investor (or Common Stock\nissued upon conversion thereof).\n\n         1.14    Standoff Agreement.  Each Holder agrees in connection with any\nregistration of the Company's securities (other than a registration of\nsecurities in a Rule 145 transaction or with respect to an employee benefit\nplan), upon request of the Company or the underwriters managing any\nunderwritten offering of the Company's securities, not to sell, make any short\nsale of, loan, pledge (or otherwise encumber or hypothecate), grant any option\nfor the purchase of, or otherwise directly or indirectly dispose of any\nRegistrable Securities (other than those included in the registration) without\nthe prior written consent of the Company and such managing underwriters for\nsuch period of time as the Board of Directors establishes pursuant to its good\nfaith negotiations with such managing underwriters; provided, however, that the\nInvestors shall not be subject to such lockup unless the officers and directors\nof the Company who own stock of the Company shall also be bound by such\nrestrictions.\n\n         1.15    Termination of Rights.  The rights of any particular Holder to\ncause the Company to register securities under Sections 1.5, 1.6 and 1.7 shall\nterminate with respect to such Holder on the earlier of (a) the fifth\nanniversary of the effective date of the Company's Initial Public Offering or\n(b) the seventh anniversary of the date of this Agreement.\n\n                                   SECTION 2.\n\n                      AFFIRMATIVE COVENANTS OF THE COMPANY\n\n         The Company hereby covenants and agrees as follows:\n\n         2.1     Financial Information.  So long as an Investor holds at least\n25% of the Shares originally purchased by such Investor and\/or shares of Common\nStock issued upon the conversion thereof (as adjusted for any stock splits,\nconsolidations and the like), the Company will furnish to such Investor the\nfollowing reports:\n\n                 (a)      As soon as practicable after the end of each fiscal\nyear, and in any event within ninety (90) days thereafter, audited consolidated\nbalance sheets and statements of shareholders' equity of the Company and its\nsubsidiaries, if any, as of the end of such fiscal year, and consolidated\nstatements of income and cash flows of the Company and its subsidiaries, if\nany, for such year,\n\n\n\n\n\n                                      -11-\n\n\n\n\nprepared in accordance with generally accepted accounting principles and\nsetting forth in each case in comparative form the figures for the previous\nfiscal year, all in reasonable detail and certified by independent public\naccountants of national standing selected by the Company.  and\n\n                 (b)      As soon as practicable, but in any event within\nforty-five (45) days after the end of each of the first three (3) quarters of\neach fiscal year of the Company, unaudited balance sheets of the Company and\nits subsidiaries, if any, as of the end of each such quarter, and consolidated\nstatements of income and cash flows of the Company and its subsidiaries, if\nany, for each such quarter, all prepared in accordance with generally accepted\naccounting principles.\n\n                 (c)      As soon as practicable after the end of each calendar\nmonth, and in any event within 30 days thereafter, consolidated balance sheets\nof the Company and its subsidiaries, if any, as of the end of each calendar\nmonth, and consolidated statements of income and cash flows for such period and\nfor the current fiscal year to date, together with a comparison of such\nstatements to the Company's operating plan then in effect.\n\n         2.2     Operating Plan and Budget.  So long as an Investor holds at\nleast 25% of the Shares originally purchased by such Investor and\/or shares of\nCommon Stock issued upon conversion thereof (as adjusted for any stock splits,\nconsolidations and the like) the Company will furnish such Investor with the\nCompany's budget and operating plan (including projected balance sheets and\nprofit and loss and cash flow statements) for each fiscal year, as soon as\npracticable after approval or adoption thereof by the Company's Board of\nDirectors.\n\n         2.3     Inspection.  The Company shall permit each Investor, upon\nreasonable notice to the Company at such Investor's expense, to visit and\ninspect the Company's properties, to examine its books of account and records\nand to discuss the Company's affairs, finances and accounts with its officers,\nall at such reasonable times during normal business hours as may be requested\nby the Investor; provided, however, that the Company shall not be obligated\npursuant to this Section 2.3 to provide access to any information which it\nreasonably considers to be a trade secret or similar confidential information.\n\n         2.4     Assignment of Rights to Financial Information.  The rights\ngranted pursuant to Sections 2.1 and 2.2 may be assigned by an Investor to a\nthird party who acquires at least 50% of the Shares originally purchased by\nsuch Investor and\/or shares of Common Stock issued upon conversion thereof (as\nadjusted for any stock splits, consolidations, and the like) and who is not a\ncompetitor, or affiliated in any manner with a competitor, of the Company,\nprovided that the Company receives notice twenty (20) days prior to such\nassignment.\n\n         2.5     Proprietary Information Agreement.  The Company shall require\neach person employed by, or who consults for, the Company to execute a\nproprietary information confidentiality and nondisclosure agreement in\nsubstantially the form provided to special counsel to the Investors.\n\n         2.6     Termination of Covenants. The covenants set forth in Sections\n2.1 through 2.5 shall terminate on, and be of no further force or effect after,\nthe closing of the Company's initial public offering of Common Stock.\n\n\n\n\n\n                                      -12-\n\n\n\n\n         2.7     Right of First Offer.  Subject to the term and conditions\nspecified in this Section 2.7, the Company hereby grants to each Investor a\nright of first offer with respect to future sales by the Company of its\nSecurities (as hereinafter defined).\n\n         Each time the Company proposes to offer subsequent to the offering\nunder the Series A Agreement any shares of, or securities convertible into or\nexercisable for any shares of, any class of its capital stock ('Securities'),\nthe Company shall first make an offering of such Securities to each Investor in\naccordance with the following provisions:\n\n                 (a)      The Company shall deliver a notice (Notice') to each\nInvestor stating (i) its bona fide intention to offer such Securities, (ii) the\nnumber of such Securities to be offered, (iii) the price, if any, for which it\nproposes to offer such Securities, and (iv) the terms of such offer.\n\n                 (b)      Within fifteen (15) calendar days after receipt of\nthe Notice, the Investor may elect to purchase or obtain, at the price and on\nthe terms specified in the Notice, up to an amount of such Securities equal to\nthat portion of such Securities which equals the proportion that the number of\nshares of Common Stock then issued or issuable to the Investor upon conversion\nof the shares of Series A Preferred held by the Investor bears to the sum of\nthe number of shares of Common Stock then issued plus the number of shares of\nCommon Stock issuable upon (i) conversion of all convertible securities of the\nCompany then outstanding and (ii) exercise of all vested options and warrants\nthen outstanding.  An Investor shall be entitled to apportion the right of\nfirst offer hereby granted among itself and its partners and affiliates in such\nproportions as it deems appropriate.\n\n                 (c)      If all Securities which the Investors are entitled to\npurchase pursuant to this Section 2.7 are not elected to be obtained as\nprovided in subsection 2.7(b) hereof, the Company may, during the sixty (60)\nday period following the expiration of the period provided in subsection 2.7(b)\nhereof, offer such unsubscribed Securities to any person or persons at a price\nnot less than, and upon terms not materially more favorable to the offeree\nthan, those specified in the Notice.  If the Company does not enter into an\nagreement for the sale of the Securities within such period, or if such\nagreement is not consummated within thirty (30) days of the execution thereof,\nthe right provided hereunder shall be deemed to be revived.\n\n                 (d)      The right of first offer in this Section 2.7 shall\nnot be applicable (i) to the issuance or sale of shares of capital stock (or\noptions therefor) to employees, officers, directors or consultants for the\nprimary purpose of soliciting or retaining their services, (ii) to the issuance\nor sale of the Company's securities to leasing entities or financial\ninstitutions in connection with commercial leasing or borrowing transactions,\n(iii) to or after consummation of the Company's Initial Public Offering, (iv)\nto conversions of convertible securities or exercises of exercisable\nsecurities, (v) to any issuances of any of the shares of Series A Preferred\nauthorized as of the date of this Agreement or (vi) to any issuance of\nsecurities in connection with any acquisition, business combination,\nreorganization, merger or similar event.\n\n         2.9     Initial Public Offering.  The Investors agree not to take any\naction or omit to take any action reasonably requested by the Company which\nwould prevent, block or impede the consummation of an Initial Public Offering.\n\n\n\n\n\n                                      -13-\n\n\n\n\n                                   SECTION 3.\n\n                                 MISCELLANEOUS\n\n         3.1     Assignment.  Except as otherwise provided herein, the terms\nand conditions of this Agreement shall inure to the benefit of and be binding\nupon the respective successors and assigns of the parties hereto.\n\n         3.2     Third Parties.  Nothing in this Agreement, express or implied,\nis intended to confer upon any party, other than the parties hereto, and their\nrespective successors and assigns, any rights, remedies, obligations or\nliabilities under or by reason of this Agreement, except as expressly provided\nherein.\n\n         3.3     Governing Law.  This Agreement shall be governed by and\nconstrued under the laws of the State of Washington in the United States of\nAmerica.\n\n         3.4     Counterparts.  This Agreement may be executed in two or more\ncounterparts, each of which shall be deemed an original, but all of which\ntogether shall constitute one and the same instrument.\n\n         3.5     Notices.  Any notice required or permitted by this Agreement\nshall be in writing and shall be sent by prepaid registered or certified mail,\nreturn receipt requested, addressed to the other party at the address shown\nbelow or at such other address for which such party gives notice hereunder.\nSuch notice shall be deemed to have been given three (3) days after deposit in\nthe mail.\n\n         3.6     Severability.  If one or more provisions of this Agreement am\nheld to be unenforceable under applicable law, portions of such provisions, or\nsuch provisions in their entirety, to the extent necessary, shall be severed\nfrom this Agreement, and the balance of this Agreement shall be enforceable in\naccordance with its terms.\n\n         3.7     Amendment and Waiver.  Any provision of this Agreement may be\namended with the written consent of the Company and the Holders (other than Mr.\nBezos) of at least fifty percent (50%) of the outstanding shares of the\nRegistrable Securities; provided, however, that no amendment may impose\nadditional obligations upon Mr. Bezos that are not also imposed on the Holders\nwithout Mr. Bezos' prior written consent.  Any amendment or waiver effected in\naccordance with this paragraph shall be binding upon each Holder of Registrable\nSecurities and the Company.  In addition, the Company may waive performance of\nany obligation owing to it, as to some or all of the Holders of Registrable\nSecurities, or agree to accept alternatives to such performance, without\nobtaining the consent of any Holder of Registrable Securities.  In the event\nthat an underwriting agreement is entered into between the Company and any\nHolder, and such underwriting agreement contains terms differing from this\nAgreement, as to any such Holder the terms of such underwriting agreement shall\ngovern.\n\n         3.8     Effect of Amendment or Waiver.  The Investors and their\nsuccessors and assigns acknowledge that by the operation of Section 3.7 hereof\nthe holders of fifty percent (50%) of the outstanding Registrable Securities\n(other than Mr. Bezos), acting in conjunction with the Company, will have the\nright and power to diminish or eliminate any or all rights or increase any or\nall obligations pursuant to this Agreement.\n\n\n\n\n\n                                      -14-\n\n\n\n\n         3.9     Rights of Holders.  Each holder of Registrable Securities\nshall have the absolute right to exercise or refrain from exercising any right\nor rights that such holder may have by reason of this Agreement, including,\nwithout limitation, the right to consent to the waiver or modification of any\nobligation under this Agreement, and such holder shall not incur any liability\nto any other holder of any securities of the Company as a result of exercising\nor refraining from exercising any such right or rights.\n\n         3.10    Delays or Omissions.  No delay or omission to exercise any\nright, power or remedy accruing to any party to this Agreement, upon any breach\nor default of the other party, shall impair any such right, power or remedy of\nsuch non-breaching party nor shall it be construed to be a waiver of any such\nbreach or default, or an acquiescence therein, or of or in any similar breach\nor default thereafter occurring; nor shall any waiver of any single breach or\ndefault be deemed a waiver of any other breach or default theretofore or\nthereafter occurring.  Any waiver, permit, consent or approval of any kind or\ncharacter on the part of any party of any breach or default under this\nAgreement, or any waiver on the part of any party of any provisions or\nconditions of this Agreement, must be made in writing and shall be effective\nonly to the extent specifically set forth in such writing.  All remedies,\neither under this Agreement, or by law or otherwise afforded to any holder,\nshall be cumulative and not alternative.\n\n                     [This space intentionally left blank.]\n\n\n\n\n\n                                      -15-\n\n\n\n\n         IN WITNESS WHEREOF, the parties have executed this Agreement as of \nthe date first above written.\n\n\nAMAZON.COM, INC.\n\n\n\nBy:  Jeff P. Bezos                           \n     ----------------------------------\n     Jeffery P. Bezos, President and\n     Chief Executive Officer\n\n\nFOUNDER\n\n\n\nJeff P. Bezos     \n---------------------------------------\nJeffery P. Bezos\n\n\n\n\n                 [SIGNATURE PAGE FOR INVESTOR RIGHTS AGREEMENT]\n\n\n\n\n\n\n\n\n\n\n         IN WITNESS WHEREOF, the parties have executed this Agreement as of \nthe date first above written.\n\n\nINVESTORS:\n\nKLEINER, PERKINS, CAUFIELD &amp; BYERS VIII\n\n\n\nBy:  L. John Doerr                           \n     ---------------------------------------\n     General Partner of KPCB VIII\n     Associates, the General Partner of\n     Kleiner, Perkins, Caufield &amp; Byers VIII\n\n\nKPCB INFORMATION SCIENCES\n  ZAIBATSU FUND II\n\n\n\nBy:  L. John Doerr                           \n     ---------------------------------------\n     General Partner of KPCB VIII\n     Associates, the General Partner of\n     Kleiner, Perkins, Caufield &amp; Byers VIII\n\n\n\n\n\n                 [SIGNATURE PAGE FOR INVESTOR RIGHTS AGREEMENT]\n\n\n\n\n\n\n\n\n\n\n\n\n                                   EXHIBIT A\n\n                             SCHEDULE OF INVESTORS\n\nKleiner Perkins Caufield &amp; Byers VII\n2750 Sand Hill Road\nMenlo Park, CA 94025\n\nKPCB Information Sciences Zaibitsu Fund II\n2750 Sand Hill Road\nMenlo Park, CA 94025\n\n\n\n\n\n\n\n\n\n\n                                   EXHIBIT B\n\n                               RESTRICTIVE LEGEND\n\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-43818","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\/43818","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=43818"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43818"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43818"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43818"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}