{"id":43901,"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-scott-cook.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"right-of-first-refusal-agreement-amazon-com-inc-and-scott-cook","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/securities\/right-of-first-refusal-agreement-amazon-com-inc-and-scott-cook.html","title":{"rendered":"Right of First Refusal Agreement &#8211; Amazon.com Inc. and Scott Cook"},"content":{"rendered":"<pre>\n\n                                AMAZON.COM, INC.\n\n                        RIGHT OF FIRST REFUSAL AGREEMENT\n\n\n         THIS RIGHT OF FIRST REFUSAL AGREEMENT (this 'Agreement') is made as of\nJanuary 31, 1997, between Amazon.com, Inc., a Delaware corporation (the\n'Company'), and Scott Cook (the 'Investor') .\n\n         WHEREAS, the Investor is acquiring concurrently with the execution and\ndelivery of this Agreement 2,500 shares of the Company's Series A Preferred\nStock, par value $.01 per share (the 'Series A Preferred Stock'), at a purchase\nprice of $40.00 per share; and\n\n         WHEREAS, as a condition to the issuance to the Investor of such shares\nof the Series A Preferred Stock, the Investor has agreed to grant the Company a\nright of first refusal with respect to such shares of the Series A Preferred\nStock and all shares of the common stock, preferred stock, and all other\nsecurities of the Company which may be issued to the Investor in exchange for or\nin respect of such shares of the Series A Preferred Stock in any stock dividend,\nstock split, reclassification or similar event (together, the 'Shares').\n\n         THEREFORE, the undersigned agree as follows:\n\n         1.       COMPANY'S RIGHT OF FIRST REFUSAL\n\n         Before any Shares held by the Investor or any transferee of the\nInvestor (either being sometimes referred to herein as the 'Selling\nStockholder') may be sold or otherwise transferred (including transfer by gift\nor operation of law), the Company or its assignee(s) shall have a right of first\nrefusal to purchase the Shares on the terms and conditions set forth in this\nSection (the 'Right of First Refusal').\n\n                  (a) Notice of Proposed Transfer. The Selling Stockholder shall\n(a) deliver to the Company a written notice (the 'Notice') stating: (i) the\nSelling Stockholder's bona fide intention to sell or otherwise transfer such\nShares; (ii) the name of each proposed purchaser or other transferee ('Proposed\nTransferee'); (iii) the number of Shares to be transferred to each Proposed\nTransferee; (iv) the bona fide cash price or other consideration for which the\nSelling Stockholder proposes to transfer the Shares (the 'Offered Price'); and\n(v) the material terms and conditions of the proposed transfer (the 'Offer\nTerms') and (b) offer the Shares at the Offered Price and on the Offer Terms to\nthe Company or its assignee(s).\n\n                  (b) Exercise of Right of First Refusal. At any time within 30\ndays after receipt of the Notice, the Company and\/or its assignee(s) may, by\ngiving written notice to the Selling Stockholder, elect to purchase all, but not\nless than all, of the Shares proposed to be transferred to any one or more of\nthe Proposed Transferees, at the purchase price and on the terms determined in\naccordance with subsection (c) below.\n\n                  (c) Purchase Price. The purchase price (the 'Purchase Price')\nfor the Shares purchased by the Company or its assignee(s) under this Section\nshall be the Offered Price, and the terms and conditions of the transferee shall\nbe identical in all material respects to the Offer Terms (the 'Terms'). If the\nOffered Price includes consideration other than cash, the cash equivalent value\nof the non-cash consideration shall be determined by the Board of Directors of\nthe Company in good faith.\n\n                  (d) Payment. Payment of the Purchase Price shall be made, at\nthe option of the Company or its assignee(s), in cash (by check), by\ncancellation of all or a portion of any outstanding indebtedness of the Selling\nStockholder to the Company (or, in the case of repurchase by an assignee, to the\nassignee), or by any combination thereof, in any case in accordance with the\nTerms, within thirty (30) days after delivery of the written notice by the\nCompany as set forth in Section 2(b).\n\n                  (e) Selling Stockholder's Right to Transfer. If all of the\nShares proposed in the Notice to be transferred to a given Proposed Transferee\nare not purchased by the Company and\/or its assignee(s) as provided in this\nSection , then the Selling Stockholder may sell or otherwise transfer\nsuch Shares to that Proposed Transferee 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 effected 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 Certain Transfers. Anything to the contrary\ncontained in this Section notwithstanding, (i) the transfer of any or all of the\nShares for no consideration by way of a gift to the spouse of the Selling\nStockholder or to his or her lineal descendants, or to trusts for the benefit of\nhis or her spouse or lineal descendants and (ii) the transfer of any or all of\nthe Shares to the Company shall be exempt from the provisions of this Section\nif, in such case, the transferee, and the\n\n                                      -2-\n\ntransferee's spouse, if any, shall receive and hold any and all Shares so\ntransferred subject to the provisions of this Agreement and subject to the\nobligations of the Investor hereunder, and shall, upon request by the Company\nexecute, prior to the transfer to such transferee, an Endorsement in the form\nattached hereto as Exhibit A.\n\n                  (g) Termination of Right of First Refusal. The Right of First\nRefusal shall terminate as to any Shares immediately after the first sale of the\ncommon 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 Securities Act of 1933, as amended.\n\n                  (h) Assignment of Right of First Refusal. The Right of First\nRefusal shall be freely assignable by the Company at any time.\n\n         2.       GENERAL PROVISIONS\n\n                  (a) This Agreement shall be governed by the laws of the State\nof Washington as they apply to contracts entered into and wholly to be performed\nin such state. This Agreement represents the entire agreement between the\nparties with respect to the Company's Right of First Refusal and may only be\nmodified or amended in writing signed by both parties.\n\n                  (b) Any notice, demand or request required or permitted to be\ngiven by either the Company or the Selling Stockholder pursuant to the terms of\nthis Agreement 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, certified\nwith return receipt requested and with postage prepaid, or (iii) one day after\ndeposit (prepaid) with a nationally recognized overnight courier, and addressed\nto the party being notified at his or its address specified on the applicable\nsignature page hereto or such other address which the addressee may subsequently\nnotify the other party in 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 an\nadequate remedy for violations of this Agreement and that any party may, in its\nsole 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 \n\n                                      -3-\n\nAgreement or to prevent any violation hereof and, to the extent permitted by\napplicable law, each party waives any objection to the imposition of such relief\nin 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 party\nhas 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 the\nprovisions of this Agreement shall have endorsed thereon an appropriate legend\nreferencing the restrictions imposed by this Agreement.\n\n                                      -4-\n\n         IN WITNESS WHEREOF, the parties have executed this Agreement as of the\nfirst date above written.\n\n                                           COMPANY:\n\n                                           AMAZON.COM, INC.\n\n\n\n                                           By:   Jeff P. Bezos\n                                           --------------------------\n                                                Jeffrey P. Bezos, President and\n                                                Chief Executive Officer\n\n                                           Address:\n\n                                           1516 Second Avenue, 4th Floor\n                                           Seattle, Washington  90101\n\n\n                                           INVESTOR:\n\n\n\n                                               Scott D. Cook\n                                           --------------------------\n                                           Scott Cook\n\n                                           Address:\n\n                                              Intuit\n                                              P.O. Box 7850, M\/S 2475\n                                              Mountain View CA  94039-7850\n\n                                      -5-\n\n                                AMAZON.COM, INC.\n\n                        RIGHT OF FIRST REFUSAL AGREEMENT\n\n                                CONSENT OF SPOUSE\n\n\n\n         I Helen Signe Ostby , the spouse of Scott Cook, have read and approve\nthe foregoing Right of First Refusal Agreement (the 'Agreement'). In\nconsideration of the terms and conditions as set forth in the Agreement, I\nhereby appoint my spouse as my attorney-in-fact with respect to the exercise of\nany rights and obligations under the Agreement and agree to be bound by the\nprovisions of the Agreement insofar as I may have any rights or obligations in\nthe Agreement or any shares issued pursuant thereto under the community property\nlaws of the state of California, similar laws relating to marital property in\neffect in the state of our residence as of the date of the Agreement or\notherwise.\n\n                                     Date:   January 31, 1997\n                                             -------------------------------\n\n\n                                             Scott D. Cook       H. S. Ostby\n                                             -------------------------------\n                                             (Signature)\n\n\n\n                                             H. S. Ostby\n                                             -------------------------------\n                                             (Printed Name)\n\n                                      -6-\n\n                                    EXHIBIT A\n\n                                AMAZON.COM, INC.\n\n                        RIGHT OF FIRST REFUSAL AGREEMENT\n\n                                   ENDORSEMENT\n\n         The undersigned, a stockholder of Amazon.com, Inc., a Delaware\ncorporation (the 'Company'), and his or her spouse hereby agree to the terms and\nconditions of the Right of First Refusal Agreement dated as of January ___, 1997\n(the 'Agreement') originally entered into by and between the Company and Scott\nCook and acknowledge receipt of a copy of the Agreement and agree to be bound by\nthe obligations applicable to the Investor under the Agreement to the same\nextent as if the undersigned were the Investor thereunder.\n\n         Dated:\n                --------------------------\n\n\n--------------------------                  --------------------------\n(Signature of Stockholder)                  (Signature of Spouse)\n\n\n\n--------------------------                  --------------------------\n(Printed Name)                              (Printed Name)\n\nAddress:\n\n--------------------------\n\n--------------------------\n\n--------------------------\n\n                                      -7-\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-43901","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\/43901","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=43901"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43901"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43901"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43901"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}