Investment Letter Agreement - Amazon.com Inc. and Scott D. Cook
January 31, 1997
Amazon.com, Inc.
1516 Second Avenue, 4th Floor
Seattle, Washington 98101
Attn.: Jeffrey P. Bezos
RE: INVESTMENT LETTER
Ladies and Gentlemen:
I hereby irrevocably agree to purchase 2,500 shares of the Series A
Preferred Stock, par value $.01 per share (the "Securities"), of Amazon.com,
Inc., a Delaware corporation (the "Company"), for a purchase price of $40.00 per
share. A check made payable to the order of the Company in the amount of
$100,000, representing the aggregate purchase price for the Securities, is
delivered herewith.
I am aware that the Securities have not been registered under the
federal Securities Act of 1933, as amended (the "1933 Act"), or any state
securities laws, pursuant to exemptions from registration. I understand that the
reliance by the Company on such exemptions is predicated in part upon the truth
and accuracy of the statements by me in this letter.
I hereby represent and warrant that (1) I have been furnished with all
information which I deem necessary to evaluate the merits and risks of the
purchase of the Securities; (2) I have had the opportunity to ask questions and
receive answers concerning the information received about the Securities and the
Company; (3) I have been given the opportunity to obtain any additional
information I deem necessary to verify the accuracy of any information obtained
concerning the Securities and the Company; and (4) I am an "accredited investor"
as defined by Rule 501 promulgated by the Securities and Exchange Commission
(the "SEC") under Regulation D of the 1933 Act.
I hereby represent and warrant that I am purchasing the Securities for
my own personal account for investment and not with a view to the sale or
distribution of all or any part of the Securities. No one other than myself has
any beneficial interest in the Securities.
I understand that because the Securities have not been registered under
the 1933 Act, I must continue to bear the economic risk of the investment for an
indefinite time and the Securities cannot be sold unless the Securities are
subsequently registered or an exemption from registration is available.
I agree that I will in no event sell or distribute all or any part of
the Securities unless (1) there is an effective registration statement under the
1933 Act and applicable state
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Amazon.com, Inc.
January ___, 1997
Page 2
securities laws covering any such transaction involving the Securities or (2)
the Company receives an opinion of my legal counsel (concurred in by legal
counsel for the Company) stating that such transaction is exempt from
registration, or the Company otherwise satisfies itself that such transaction is
exempt from registration.
I consent to the placing of a legend on my certificate for the
Securities stating that the Securities have not been registered and setting
forth the restriction on transfer contemplated hereby and to the placing of a
stop transfer order on the books of the Company and with any transfer agents
against the Securities until the Securities may be legally resold or
distributed.
I understand that at the present time Rule 144 of the SEC may not be
relied on for the resale or distribution of the Securities by me. I understand
that the Company has no obligation to me to register the Securities with the SEC
and has not represented to me that it will register the Securities.
Very truly yours,
Scott D. Cook
Scott D. Cook
Address:
Intuit
P.O. Box 7850 M/S 2475
Mountain View, CA 94039-7850
Taxpayer ID No.: - -
Accepted: January 31 , 1997
AMAZON.COM, INC.
By Jeff P. Bezos
Its President