{"id":43899,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/right-of-first-refusal-agreement-amazon-com-inc-and-kleiner.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"right-of-first-refusal-agreement-amazon-com-inc-and-kleiner","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/securities\/right-of-first-refusal-agreement-amazon-com-inc-and-kleiner.html","title":{"rendered":"Right of First Refusal Agreement &#8211; Amazon.com Inc. and Kleiner, Perkins, Caulfield &#038; Byers"},"content":{"rendered":"<pre>\n                                AMAZON.COM, INC.\n                        RIGHT OF FIRST REFUSAL AGREEMENT\n\n         THIS AGREEMENT is made as of June 21, 1996, among Amazon.com, Inc., a\nDelaware corporation (the 'Company'), and the undersigned holders of Series A\nPreferred Stock of the Company (the 'Stockholders').\n\n         WHEREAS, in connection with the Company's Series A Preferred Stock\nfinancing, the Company has sold shares of its Series A Preferred Stock to the\nStockholders; and\n\n         WHEREAS, the Stockholders have agreed to grant the Company a Right of\nFirst Refusal with respect to all shares of the Company's Preferred Stock or\nCommon Stock owned by them or issued to them in the future with respect to such\nshares in any stock dividend, stock split, reclassification or similar event\n(the 'Shares').\n\n         THEREFORE, the undersigned agree as follows:\n\n         1.      Shares.  Upon closing of the Series A Preferred Stock\nfinancing with the Company pursuant to which the Stockholders purchase shares\nof the Company's Series A Preferred Stock, each Stockholder hereby severally\nrepresents that it owns that number of shares of Preferred Stock set forth\nopposite its name on Exhibit A to the Series A Preferred Stock Purchase\nAgreement of even date herewith.\n\n         2.      Company's Right of First Refusal.  Before any Shares held by a\nStockholder (a 'Selling Stockholder') or any transferee (either being sometimes\nreferred to herein as the 'Holder') may be sold or otherwise transferred\n(including transfer by gift or operation of law), the Company or its\nassignee(s) shall have a right of first refusal to purchase the Shares on the\nterms and conditions set forth in this Section (the 'Right of First Refusal').\n\n                 (a)      Notice of Proposed Transfer.  The Selling Stockholder\nshall (a) deliver to the Company a written notice (the 'Notice') stating: (i)\nthe Selling Stockholder's bona fide intention to sell or otherwise transfer\nsuch Shares; (ii) the name of each proposed purchaser or other transferee\n('Proposed Transferee'); (iii) the number of Shares to be transferred to each\nProposed Transferee; (iv) the bona fide cash price or other consideration for\nwhich the Selling Stockholder proposes to transfer the Shares (the 'Offered\nPrice'); and (v) the material terms and conditions of the proposed transfer\n(the 'Offer Terms') and (b) offer the Shares at the Offered Price and on the\nOffer Terms to the Company or its assignee(s).\n\n                 (b)      Exercise of Right of First Refusal.  At any time\nwithin 30 days after receipt of the Notice, the Company and\/or its assignee(s)\nmay, by giving written notice to the Selling Stockholder, elect to purchase\nall, but not less than all, of the Shares proposed to be transferred to any one\nor more of the Proposed Transferees, at the purchase price and on the terms\ndetermined in accordance with subsection (c) below.\n\n                 (c)      Purchase Price.  The purchase price ('Purchase\nPrice') for the Shares purchased by the Company or its assignee(s) under this\nSection shall be the Offered Price, and the terms and conditions of the\ntransfer shall be identical in all material respects to the Offer Terms (the\n'Terms').  If the Offered Price includes consideration other than cash the cash\nequivalent value of the non-cash consideration SW be determined by the Board of\nDirectors of the Company in good faith.\n\n                 (d)      Purchase Price.  Payment of the Purchase Price shall\nbe made, at the option of the Company or its assignee(s), in cash (by check),\nby cancellation of all or a portion of any outstanding indebtedness of the\nSelling Stockholder to the Company (or, in the case of repurchase by an\nassignee, to the assignee), or by any combination thereof, in any case in\naccordance with the Terms, within thirty (30) days after delivery of the\nwritten notice by the Company as set forth in Section 2(b).\n\n                 (e)      Selling Stockholder's Right to Transfer.  If all of\nthe Shares proposed in the Notice to be transferred to a given Proposed\nTransferee are not purchased by the Company and\/or its assignee(s) as provided\nin this Section, then the Selling Stockholder may sell or otherwise transfer\nsuch Shares to that Proposed Transferred at the Offered Price or at a higher\nprice and on the Offer Terms, provided that such sale or other transfer is\nconsummated within sixty (60) days after the date of the Notice and provided\nfurther that any such sale or other transfer is affected in accordance with any\napplicable securities laws and the Proposed Transferee agrees in writing that\nthe provisions of this Section shall continue to apply to the Shares in the\nhands of such Proposed Transferee.  If the Shares described in the Notice are\nnot transferred to the Proposed Transferee within such period, a new Notice\nshall be given to the Company, and the Company and\/or its assignees shall again\nbe offered the Right of First Refusal before any Shares held by the Selling\nStockholder may be sold or otherwise transferred.\n\n                 (f)      Exception for Affiliate Transfers.  Anything to the\ncontrary contained in this Section notwithstanding, the transfer of any or all\nof the Shares to an affiliate of the Stockholder (including limited partners of\nthe Stockholder) shall be exempt from the provisions of this Section.  In such\ncase, the transferee or other recipient shall receive and hold the Shares so\ntransferred subject to the provisions of this Agreement, and there shall be no\nfurther transfer of such Shares except in accordance with the terms of this\nAgreement.\n\n                 (g)      Termination of Right of First Refusal.  The Right of\nFirst Refusal shall terminate as to any Shares immediately after the first sale\nof Common Stock of the Company to the general public pursuant to a registration\nstatement filed with and declared effective by the Securities and Exchange\nCommission under the 1933 Act, as amended.\n\n                 (h)      Assignment of Right of First Refusal.  The Right of\nFirst Refusal shall be freely assignable by the Company at any time.\n\n\n\n                                      -2-\n\n         3.      General Provisions.\n\n                 (a)      This Agreement shall be governed by the laws of the\nState of Washington as they apply to contacts entered into and wholly to be\nperformed in such state.  This Agreement represents the entire agreement\nbetween the parties with respect to the Company's Right of First Refusal and\nmay only be modified or amended in writing signed by both parties.\n\n                 (b)      Any notice, demand or request required or permitted\nto be given by either the Company or the Purchase pursuant to the terms of this\nAgreement shall be in writing and shall be deemed given (i) when delivered\npersonally, (ii) five days after it is deposited in the U.S. mail, First Class\nwith postage prepaid, or (iii) one day after deposit (prepaid) with a\nnationally recognized overnight courier, and addressed to the parties at the\naddresses of the parties set forth in the Series A Preferred Stock Purchase\nAgreement or such other address as a party may request by notifying the other\nin writing.\n\n                 (c)      Either party's failure to enforce any provision or\nprovisions of this Agreement shall not in any way be construed as a waiver of\nany such provision or provisions, nor prevent that party thereafter from\nenforcing each and every other provision of this Agreement.  The rights granted\nboth parties herein are cumulative and shall not constitute a waiver of either\nparty's right to assert all other legal remedies available to it under the\ncircumstances.\n\n                 (d)      The parties acknowledge that money damages may not be\nan adequate remedy for violations of this Agreement and that any party may, in\nits sole discretion, apply to a court of competent jurisdiction for specific\nperformance or injunctive or such other relief as such court may deem just and\nproper to enforce this Agreement or to prevent any violation hereof and, to the\nextent permitted by applicable law, each party waives any objection to the\nimposition of such relief in appropriate circumstances.\n\n                 (e)      This Agreement may be executed in any number of\ncounterparts, each of which shall be deemed an original, but all of which\ntogether shall constitute one and the same instrument.\n\n                 (f)      Each party to this Agreement represents that such\nparty has duly authorized, executed and delivered this Agreement and that this\nAgreement is a valid and binding obligation of such party, enforceable against\nsuch party in accordance with its terms.\n\n                 (g)      All certificates representing any Shares subject to\nthe provisions of this Agreement shall have endorsed thereon an appropriate\nlegend referencing the restrictions imposed by this Agreement.\n\n\n\n\n\n                                      -3-\n\n                                                                    \n\n\n\n         IN WITNESS WHEREOF, the parties have executed this Agreement as of the\ndate first above written.\n\n\n                                        COMPANY\n\n                                        AMAZON.COM, INC.\n\n\n\n                                        By: \/s\/ Jeff P. Bezos\n                                           -----------------------------------\n                                           Jeffrey P. Bezos, President and\n                                           Chief Executive Officer\n\n\n\n\n\n         [SIGNATURE PAGE FOR RIGHT OF FIRST OFFER AGREEMENT]\n\n\n\n\n\n\n                                                                    \n\n\n\n         IN WITNESS WHEREOF, the parties have executed this Agreement as of the\ndate first above written.\n\n\nSERIES A PREFERRED STOCKHOLDERS:\n\nKLEINER, PERKINS, CAUFIELD &amp; BYERS VIII\n\n\nBy: \/s\/  L. John Doerr\n   -------------------------------------\nGeneral Partner of KPCB VIII\nAssociates, the General Partner of\nKleiner, Perkins, Caulfield &amp; Byers VIII\nKPCB INFORMATION SCIENCES\n   ZAIBATSU FUND II\n\nBy: \/s\/  L. John Doerr\n   -------------------------------------\nGeneral Partner of KPCB VIII\nAssociates, the General Partner of\nKleiner, Perkins, Caulfield &amp; Byers VIII\n\n\n\n\n\n         [SIGNATURE PAGE FOR RIGHT OF FIRST OFFER AGREEMENT]\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":[9629,9633],"class_list":["post-43899","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-amazoncom-inc","corporate_contracts_industries-retail__books","corporate_contracts_types-securities","corporate_contracts_types-securities__shareholder"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43899","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=43899"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43899"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43899"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43899"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}