{"id":43931,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/shareholders-voting-agreement.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"shareholders-voting-agreement","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/securities\/shareholders-voting-agreement.html","title":{"rendered":"Shareholders Voting Agreement"},"content":{"rendered":"<pre>\n                                AMAZON.COM, INC.\n\n                                VOTING AGREEMENT\n\n         This Shareholders Agreement (this 'Agreement') is made as of June 21,\n1996 by and among Amazon.com, Inc., a Delaware corporation (the 'Company'),\nJeffrey P. Bezos (the 'Founder') and the Investors listed on the signature\npages of this Agreement (the 'Investors').  The Founder and the Investors are\ncollectively referred to herein as the 'Shareholders.'\n\n                                    RECITALS\n\n         A.      The Founder is the holder of 1,700,000 shares of common stock,\n$.01 par value per share, of the Company (excluding any such common stock which\nmay be issued upon conversion of Series A Stock (as defined below), 'Common\nStock').\n\n         B.      Simultaneously herewith, the Company and the Investors are\nentering into a Series A Preferred Stock Purchase Agreement (the 'Series A\nAgreement') pursuant to which the Company is issuing and the Investors are\npurchasing, in the amounts set forth in Exhibit A to the Series A Agreement, an\naggregate of 569,396 shares of the Company's Series A Preferred Stock, $.01 par\nvalue per share (including the shares of Common Stock issuable upon conversion\nthereof, the 'Series A Stock').\n\n         C.      It is a condition to the obligations of the Investors under\nthe Series A Agreement that this Agreement be executed by the parties hereto,\nand the parties are willing to execute, and to be bound by the provisions of,\nthis Agreement.\n\n                                   AGREEMENT\n\n         In consideration of the foregoing and the agreements set forth below,\nthe parties hereby agree as follows:\n\n1.       ELECTION OF DIRECTORS\n\n         1.1     VOTING OF SHARES\n\n         In elections of directors of the Company and during the term of this\nAgreement, the Shareholders shall vote all shares of the capital stock of the\nCompany owned by them, or as to which they have voting power, for the\ncandidates designated pursuant to the provisions of this Agreement.\n\n\n\n\n\n                                      1\n\n         1.2     NUMBER OF DIRECTORS\n\n         The Board of Directors shall consist of such number of directors,\nwhich shall not be less than five, as may be determined in accordance with the\nBylaws of the Company.  The parties agree that the Board of Directors shall\nconsist of five directors until such time as the number of directors may be\nincreased above such number in accordance with such Bylaws.  The parties shall\nuse their best efforts to permit no amendment of the Bylaws of the Company that\nwould reduce the number of directors constituting the Board of Directors below\nfive or that otherwise would conflict with the terms of this Agreement.\n\n         1.3     DESIGNATED DIRECTORS\n\n         In elections of Directors of the Company, the Shareholders shall vote\nfor the candidates designated pursuant to this Section 1.3:\n\n         (a)     One candidate for the Board of Directors shall be designated\nby the holders of Series A Stock (the 'Series A Director').\n\n         (b)     Two candidates for the Board of Directors shall be designated\nby the holders of Common Stock ('Common Stock Directors').\n\n         (c)     Two candidates for the Board of Directors shall be designated\nby the holders of Series A Stock and Common Stock voting together as a single\nclass.\n\n         The holders of Series A Stock initially designate L. John Doerr as the\nSeries A Director, and the Founder, as the holder of a majority of the\noutstanding shares of Common Stock and on behalf of all holders of Common\nStock, initially designates Jeffrey P. Bezos and Tom A. Alberg as the Common\nStock Directors.\n\n         In the event that the number of directors constituting the Board of\nDirectors is increased above five, the provisions of this Agreement shall\ncontinue with respect to five of the total number of directors, with the\nremaining directors being elected in such manner as may be provided by law or\nin the Certificate of Incorporation or Bylaws of the Company or pursuant to any\nagreement entered into in connection with such increase.\n\n         1.4     VOTING AMONG SHAREHOLDERS\n\n         Whenever the holders of Series A Stock or the holders of Common Stock\nshall be entitled to designate a candidate or candidates to the Board of\nDirectors, the designating group shall choose such candidate or candidates by a\nmajority vote among the members of that group based on the number of\noutstanding voting securities held\n\n\n\n\n\n                                      2\n\nby the members of that group; provided, however, that if shares are held and\nvoted by members of a group in such proportion that no majority vote is\nobtained, then the candidates with the greatest number of votes shall be deemed\nchosen (up to the number of candidates to be selected by such group).  The\ncandidate(s) so chosen shall be the designated candidate(s) for that group and\nthe Shareholders agree to vote for such individuals.  No director shall be\nremoved except by the affirmative vote of the group entitled to elect such\ndirector, and no director may be so removed if the votes cast against such\ndirector's removal would be sufficient (assuming that each of such group's\ndesignated directors were being chosen) to designate such director for the\ngroup.  The manner of obtaining such vote shall be determined by the holders of\nsecurities of such group, and the Company shall be entitled to rely on a\ncertificate from any holder of such group as to the validity of the action of\nsuch group.\n\n         1.5     REMOVAL OF DIRECTORS AND VACANCIES\n\n         Directors may be removed at any time with or without cause, provided\nthat no Shareholder shall vote for the removal of a director nominated and\nelected pursuant to this Agreement, and no such vote shall be effective, unless\nthe parties who nominated such director, voting among themselves in accordance\nwith Section 1.4, shall so specify.  If such parties do so specify the removal\nof a director, the Shareholders agree to vote all shares of capital stock of\nthe Company owned by them, or as to which they have voting power, for the\nremoval of such director.  If a vacancy occurs on the Board of Directors, the\nremaining directors shall immediately elect the nominee of the group that\nnominated the departing director.  If the remaining directors fail for any\nreason to elect such nominee, the Company or the Shareholders shall cause a\nshareholders' meeting to be held at the earliest practicable date, at which\nmeeting the Shareholders shall vote, pursuant to this Agreement, all shares of\ncapital stock of the Company owned by them, or as to which they have voting\npower, for such nominee.\n\n2.       ADDITIONAL SHARES OF STOCK\n\n         In the event additional shares of voting capital stock of the Company\nare, at any time during the term of this Agreement, issued to a Shareholder,\nsuch additional shares of voting capital stock shall automatically become\nsubject to the terms and provisions of this Agreement and shall be voted in\naccordance herewith.\n\n3.       TERMINATION\n\n         This Agreement shall terminate in its entirety upon the earliest to\noccur of (a) immediately prior to the closing of an initial public offering of\nthe Company's common stock registered under the Securities Act of 1933, as\namended, (b) any merger, sale of assets, consolidation, reorganization or other\nsale of the Company as a result of which securities representing a majority of\nthe voting power of the Company\n\n\n\n\n\n                                       3\n\nare held by persons or entities that held less than a majority voting interest\nin the Company prior to such transaction, (c) the liquidation, dissolution or\nindefinite cessation of the business operations of the Company, (d) the\nexecution by the Company of a general assignment for the benefit of creditors,\nthe appointment of a receiver or trustee to take possession of the property and\nassets of the Company, or the filing of a petition under applicable bankruptcy\nlaws with respect to the Company, and (e) the seventh anniversary of the date\nof this Agreement.\n\n4.       AUTHORIZATION\n\n         Each party hereto represents that this Agreement has been duly\nauthorized, executed and delivered by such party and constitutes a valid and\nbinding obligation of such party, enforceable against such party in accordance\nwith its terms.\n\n5.       SUCCESSORS\n\n         The provisions of this Agreement shall inure to the benefit of and\nshall be binding upon the successors and assigns of the parties hereto.\n\n6.       COUNTERPARTS\n\n         This Agreement may be executed in any number of counterparts, each of\nwhich shall be deemed an original, but all of which together shall constitute\none and the same instrument.\n\n7.       AMENDMENT\n\n         This Agreement shall not be subject to modification or amendment in\nany respect, except by an instrument in writing signed by the Company and each\nof the Shareholders.\n\n8.       GOVERNING LAW\n\n         This Agreement is entered into pursuant to and in accordance with the\nprovisions of Section 218 of the Delaware General Corporation Law.  All\ndisputes hereunder shall be governed by and construed and enforced in\naccordance with the internal laws of the State of Delaware, without regard to\nprinciples of conflict of laws.\n\n9.       SPECIFIC PERFORMANCE\n\n         The parties acknowledge that money damages may not be an adequate\nremedy for violations of this Agreement and that any party may, in its sole\ndiscretion, apply to a court of competent jurisdiction for specific performance\nor injunctive or such other relief as such court may deem just and proper to\nenforce this Agreement or to prevent\n\n\n\n\n\n                                       4\n\nany violation hereof and, to the extent permitted by applicable law, each party\nwaives any objection to the imposition of such relief in appropriate\ncircumstances.\n\n10.      NOTICES\n\n         All notices, demands or other communications desired or required to be\ngiven by any party to any other party hereto shall be in writing and shall be\ndeemed effectively given upon (a) personal delivery to the party to be\nnotified, (b) upon confirmation of receipt of telecopy or other electronic\nfacsimile transmission, (c) one business day after deposit with a reputable\novernight courier, prepaid for priority overnight delivery and addressed as set\nforth in (d), or (d) five days after deposit with the United States Post\nOffice, postage prepaid, and addressed as follows: (i) if to the Founder, to\nJeffrey P. Bezos, c\/o Amazon.com, Inc., at the address and facsimile number of\nthe Company''s then current executive offices; (ii) if to the Investors, c\/o\nKleiner, Perkins Caufield and Byers, 2750 Sand Hill Road, Menlo Park, CA 94025,\nfacsimile number (415) __________; or (iii) to such other addresses and to the\nattention of such other individuals as any party shall have designated to the\nother parties by notice given in the foregoing manner.\n\n11.      SEVERABILITY\n\n         If one or more provisions of this Agreement are held to be\nunenforceable under applicable law, such provisions shall be excluded from this\nAgreement and the balance of this Agreement shall be interpreted as if such\nprovisions were so excluded and shall be enforceable in accordance with its\nterms.\n\n12.      ENTIRE AGREEMENT\n\n         This Agreement constitutes the full and entire understanding and\nagreement of the parties with respect to the subject matter hereof and\nsupersedes all prior agreements with respect to the subject matter hereof.\n\n\n\n\n\n                                       5\n\n         IN WITNESS WHEREOF, the parties have executed this Agreement as of the\ndate first above written.\n\n                                    AMAZON.COM, INC.\n\n\n                                    By: Jeff P. Bezos\n                                        ---------------------------------\n                                    Title: President and Chief Executive Officer\n                                           -------------------------------------\n\n                                    FOUNDER:\n\n\n\n                                    Jeff P. Bezos\n                                    --------------------------------------------\n                                    Jeffrey P. Bezos\n\n                                    INVESTORS:\n\n                                    KLEINER, PERKINS, CAUFIELD &amp; BYERS,\n                                    VIII\n\n\n                                    By\n                                      ------------------------------------------\n                                    Title\n                                         ---------------------------------------\n\n                                    KPCB INFORMATION SCIENCES FUND, II\n\n\n                                    By\n                                      ------------------------------------------\n                                    Title\n                                         ---------------------------------------\n\n\n\n\n                                       6\n\n         IN WITNESS WHEREOF, the parties have executed this Agreement as of the\ndate first above written.  \n\nINVESTORS:\n\nKLEINER, PERKINS, CAUFIELD &amp; BYERS, VIII\n\nBy  L. John Doerr                         \n  -------------------------------------\nGeneral Partner of KPCB VIII\nAssociates, the General Partner of\nKleiner, Perkins, Caufield &amp; Byers VIII\n\nKPCB INFORMATION SCIENCES\n  ZAIBATSU FUND, II\n\n\nBy  L. John Doerr                         \n  -------------------------------------\nGeneral Partner of KPCB VIII\nAssociates, the General Partner of\nKleiner, Perkins, Caufield &amp; Byers VIII\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-43931","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\/43931","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=43931"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43931"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43931"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43931"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}