Form Of Underwriting Agreement

DEUTSCHE MORGAN GRENFELL INC. EQUITY CAPITAL MARKETS


DATED MAY ___, 1997


AMAZON.COM, INC.


2,500,000 Shares
Common Stock


UNDERWRITING
AGREEMENT


2


AMAZON.COM, INC.


2,500,000 SHARES


PLUS AN OPTION TO PURCHASE FROM AMAZON.COM, INC.
UP TO 375,000 ADDITIONAL SHARES TO COVER OVER-ALLOTMENTS
COMMON STOCK


UNDERWRITING AGREEMENT


May __, 1997


DEUTSCHE MORGAN GRENFELL INC.


ALEX. BROWN & SONS INCORPORATED


HAMBRECHT & QUIST LLC


As Representatives of the several Underwriters


c/o Deutsche Morgan Grenfell Inc. 31 West 52nd Street New York, New York 10019


Dear Sirs:


Amazon.com, Inc., a Delaware corporation (the "Company"), hereby confirms its agreement with the several underwriters named in Schedule 1 hereto (the "Underwriters"), for whom you have been duly authorized to act as representatives (in such capacity, the "Representatives"), as set forth below. If you are the only Underwriters, all references herein to the Representatives shall be deemed to be references to the Underwriters.


Section 1. Underwriting. Subject to the terms and conditions contained herein:


(a) The Company proposes to issue and sell 2,500,000 shares of common stock, par value $0.01 per share (the "Common Stock"), of the Company ("the Firm Shares") to the several Underwriters. The Company also proposes to issue and sell to the several Underwriters not more than 375,000 additional shares of Common Stock (the "Option Shares" and, together with the Firm Shares, the "Shares") if requested by the Representatives as provided in Section 2(b) hereof.


(b) Upon your authorization of the release of the Firm Shares, the Underwriters propose to make a public offering (the "Offering") of the Firm Shares upon the


-2- 3 terms set forth in the Prospectus (as defined below) as soon after the Registration Statement (as defined below) and this Agreement have become effective as in the Representatives' sole judgment is advisable. As used in this Agreement, the term "Original Registration Statement" means the registration statement (File No. 333-23795) initially filed with the Securities and Exchange Commission (the "Commission") relating to the Shares, as amended at the time when it was or is declared effective, including all financial schedules and exhibits thereto and including any information omitted therefrom pursuant to Rule 430A under the Securities Act of 1933, as amended (the "Securities Act"), and included in the Prospectus; the term "Rule 462(b) Registration Statement" means any registration statement filed with the Commission pursuant to Rule 462(b) under the Securities Act (including the Registration Statement and any Preliminary Prospectus (as defined below) or Prospectus incorporated therein at the time such Registration Statement becomes effective); the term "Registration Statement" includes both the Original Registration Statement and any Rule 462(b) Registration Statement; the term "Preliminary Prospectus" means each prospectus subject to completion filed with the Original Registration Statement or any amendment thereto (including the prospectus subject to completion, if any, included in the Original Registration Statement or any amendment thereto at the time it was or is declared effective); the term "Prospectus" means:


(i) if the Company relies on Rule 434 under the Securities Act,
the Term Sheet (as defined below) relating to the Shares that is
first filed pursuant to Rule 424(b)(7) under the Securities Act,
together with the Preliminary Prospectus identified therein that
such Term Sheet supplements;


(ii) if the Company does not rely on Rule 434 under the Securities
Act, the prospectus first filed with the Commission pursuant to Rule
424(b) under the Securities Act;


(iii) if the Company does not rely on Rule 434 under the Securities
Act and if no prospectus is required to be filed pursuant to Rule
424(b) under the Securities Act, the prospectus included in the
Registration Statement; or


(iv) for purposes of the representations and warranties in Section
5 hereof, if the Prospectus is not in existence, the most recent
Preliminary Prospectus;


and the term "Term Sheet" means any term sheet that satisfies the requirements of Rule 434 under the Securities Act. Any reference herein to the "date" of a Prospectus that includes a Term Sheet shall mean the date of such Term Sheet.


-3- 4 Section 2. Purchase and Closing.


(a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company, at a purchase price of $___ per Share (the "Purchase Price"), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule 1 hereto. Firm Shares shall be registered by Chase Mellon Shareholder Services in the name of the nominee of the Depository Trust Company ("DTC"), Cede & Co., and credited to the accounts of such of its participants as the Representatives shall request, upon notice to the Company at least 48 hours prior to the First Closing Date (as defined below), with any transfer taxes payable in connection with the transfer of the Firm Shares to the Underwriters duly paid, against payment by or on behalf of the Underwriters to the account of the Company of the aggregate Purchase Price therefor by wire transfer in immediately available funds. The Company will make the certificate or certificates for the Firm Shares available for checking and packaging by the Representatives at the offices in New York, New York of the Company's transfer agent or registrar or of the Representatives at least 24 hours prior to the First Closing Date. Delivery or registry of and payment for the Firm Shares shall be made at the offices of Perkins Coie, 1201 Third Avenue, 40th Floor, Seattle, Washington 98101-3099 at 9:30 A.M., New York City time, on the fourth full business day following the date of this Agreement, or at such other place, time or date as the Representatives and the Company may agree upon. Such time and date of delivery against payment are herein referred to as the "First Closing Date", and the implementation of all the actions described in this Section 2(a) is herein referred to as the "First Closing".


(b) For the purpose of covering any overallotments in connection with the distribution and sale of the Firm Shares as contemplated by the Prospectus, the Company hereby grants to the several Underwriters an option to purchase, severally and not jointly, the Option Shares. The purchase price to be paid for any Option Shares shall be the same as the Purchase Price for the Firm Shares set forth above in paragraph (a) of this Section 2. The option granted hereby may be exercised as to all or any part of the Option Shares from time to time within thirty days after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange and the Nasdaq Stock Market's National Market (the "Nasdaq National Market") are open for trading). The Underwriters shall not be under any obligation to purchase any of the Option Shares prior to the exercise of such option. The Representatives may from time to time exercise the option granted hereby by giving notice in writing or by telephone (confirmed in writing) to the Company setting forth the aggregate number of Option Shares as to which the several Underwriters are then exercising the option and the date and time for delivery or registry of and payment for such Option Shares. Any such date of delivery or registry shall be determined by the Representatives but shall not be earlier than two business days or later than five business days after such exercise of the option and, in any event, shall not be earlier than the First Closing Date. The time and date set forth in such notice, or such other time or date as the Representatives and the Company


-4- 5 may agree upon or as the Representatives may determine pursuant to Section 2(a) hereof, is herein called an "Option Closing Date" with respect to such Option Shares, and the implementation of all the actions described in this Section 2(b) is herein referred to as the "Option Closing". As used in this Agreement, the term "Closing Date" means either the First Closing Date or any Option Closing Date, as applicable, and the term "Closing" means either the First Closing or any Option Closing, as applicable. If the option is exercised as to all or any portion of the Option Shares, then either one or more certificates in definitive form for such Option Shares shall be delivered or, if such Option Shares are to be held through DTC, such Option Shares shall be registered and credited, on the related Option Closing Date in the same manner, and upon the same terms and conditions, set forth in paragraph (a) of this Section 2, except that reference therein to the Firm Shares and the First Closing Date shall be deemed, for purposes of this paragraph (b), to refer to such Option Shares and Option Closing Date, respectively. Upon exercise of the option as provided herein, the Company shall become obligated to sell to each of the several Underwriters, and, on the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, each of the Underwriters (severally and not jointly) shall become obligated to purchase from the Company, the same percentage of the total number of the Option Shares as to which the several Underwriters are then exercising the option as such Underwriter is obligated to purchase of the aggregate number of Firm Shares, as adjusted by the Representatives in such manner as they deem advisable to avoid fractional shares.


(c) The Company hereby acknowledges that the payment of monies pursuant to Section 2(a) hereof (a "Payment") by or on behalf of the Underwriters of the aggregate Purchase Price for any Shares does not constitute closing of a purchase and sale of the Shares. Only execution and delivery, by facsimile or otherwise, of a receipt for Shares by Deutsche Morgan Grenfell Inc. on behalf of the Underwriters indicates completion of the closing of a purchase of the Shares from the Company. Furthermore, in the event that the Underwriters make a Payment to the Company prior to the completion of the closing of a purchase of Shares, the Company hereby acknowledges that until Deutsche Morgan Grenfell Inc., on behalf of the Underwriters, executes and delivers such receipt for the Shares the Company will not be entitled to the Payment and shall return the Payment to the Underwriters as soon as practicable (by wire transfer of same-day funds) upon demand. In the event that the closing of a purchase of Shares is not completed and the Payment is not returned by the Company to the Underwriters on the same day the Payment was received by the Company, the Company agrees to pay to the Underwriters in respect of each day the Payment is not returned by it, in same-day funds, interest on the amount of such Payment in an amount representing the Underwriters' cost of financing as reasonably determined by the Representatives.


(d) It is understood that any of you, individually and not as one of the Representatives, may (but shall not be obligated to) make Payment on behalf of any Underwriter or Underwriters for any of the Shares to be purchased by such Underwriter or Underwriters. No such Payment shall relieve such Underwriter or Underwriters from any of its or their obligations hereunder.


-5- 6 Section 3. Covenants of the Company. The Company covenants and agrees with the several Underwriters that:


(a) The Company will:


(i) use its reasonable best efforts to cause the Registration
Statement, if not effective at the time of execution of this
Agreement, and any amendments thereto to become effective as
promptly as possible. If required, the Company will file the
Prospectus or any Term Sheet that constitutes a part thereof and
any amendment or supplement thereto with the Commission in the
manner and within the time period required by Rules 434 and
424(b) under the Securities Act. During any time when a
prospectus relating to the Shares is required to be delivered
under the Securities Act, the Company (x) will comply with all
requirements imposed upon it by the Securities Act and the rules
and regulations of the Commission thereunder to the extent
necessary to permit the continuance of sales of or dealings in
the Shares in accordance with the provisions hereof and of the
Prospectus, as then amended or supplemented, and (y) will not
file with the Commission the Prospectus, Term Sheet, any
amendment or supplement to such Prospectus or Term Sheet, any
amendment to the Registration Statement (including the amendment
referred to in the second sentence of Section 5(a)(i)) or any
Rule 462(b) Registration Statement unless the Representatives
previously have been advised of, and furnished with a copy
within a reasonable period of time prior to, the proposed filing
and the Representatives shall have given their consent to such
filing. The Company will prepare and file with the Commission,
in accordance with the rules and regulations of the Commission,
promptly upon request by the Representatives or counsel for the
Underwriters, any amendments to the Registration Statement or
amendments or supplements to the Prospectus that may be
necessary or advisable in connection with the distribution of
the Shares by the several Underwriters. The Company will advise
the Representatives, promptly after receiving notice thereof, of
the time when the Registration Statement or any amendment
thereto has been filed or declared effective or the Prospectus
or Term Sheet or any amendment or supplement thereto has been
filed and will provide evidence satisfactory to the
Representatives of each such filing or effectiveness.


(ii) without charge, provide (x) to the Representatives and to
counsel for the Underwriters, an executed and a conformed copy
of the Original Registration Statement and each amendment
thereto or any Rule 462(b) Registration Statement (in each case
including exhibits thereto), (y) to each other Underwriter, a
conformed copy of the Original Registration


-6- 7
Statement and each amendment thereto or any Rule 462(b)
Registration Statement (in each case without exhibits thereto),
and (z) so long as a prospectus relating to the Shares is
required to be delivered under the Securities Act, as many
copies of each Preliminary Prospectus or the Prospectus or any
amendment or supplement thereto as the Representatives may
reasonably request. Without limiting the application of clause
(z) of the preceding sentence, the Company, not later than (I)
9:00 A.M., New York City time, on the second business day
following the date of determination of the public offering
price, if such determination occurred at or prior to 12:00 noon,
New York City time, on such date or (II) 6:00 P.M., New York
City time, on the second business day following the date of
determination of the public offering price, if such
determination occurred after 12:00 noon, New York City time, on
such date, will deliver to the Underwriters, without charge, as
many copies of the Prospectus and any amendment or supplement
thereto as the Representatives may reasonably request for
purposes of confirming orders that are expected to settle on the
First Closing Date. The Company will provide or cause to be
provided to each of the Representatives, and to each Underwriter
that so requests in writing, a copy of each report on Form SR
filed by the Company as required by Rule 463 under the
Securities Act.


(iii) advise the Representatives, promptly after receiving
notice or obtaining knowledge thereof, of (w) the issuance by
the Commission of any stop order suspending the effectiveness of
the Original Registration Statement or any amendment thereto or
any Rule 462(b) Registration Statement or any order preventing
or suspending the use of any Preliminary Prospectus or the
Prospectus or any amendment or supplement thereto, (x) the
suspension of the qualification of the Shares for offering or
sale in any jurisdiction, (y) the institution, threatening or
contemplation of any proceeding for any such purpose, or (z) any
request made by the Commission for amending the Original
Registration Statement or any Rule 462(b) Registration
Statement, for amending or supplementing the Prospectus or for
additional information. The Company will use its reasonable best
efforts to prevent the issuance of any such stop order and, if
any such stop order is issued, to obtain the withdrawal thereof
as promptly as possible.


(b) The Company will arrange for the qualification of the Shares for offering and sale in each jurisdiction as the Representatives shall designate including, but not limited to, pursuant to applicable state securities ("Blue Sky") laws of certain states of the United States of America or other U.S. jurisdictions, and the Company shall maintain such qualifications in effect for so long as may be necessary in order to complete the placement of the Shares; provided, however, that the Company shall not be obliged to file any general consent to service of process


-7- 8 or to qualify as a foreign corporation or as a securities dealer in any jurisdiction or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.


(c) If, at any time prior to the final date when a prospectus relating to the Shares is required to be delivered under the Securities Act, any event occurs as a result of which the Prospectus, as then amended or supplemented, would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if for any other reason it shall be necessary at any time to amend or supplement the Registration Statement or the Prospectus to comply with the Securities Act or the rules or regulations of the Commission thereunder or applicable law, the Company will promptly notify the Representatives thereof and will promptly, at its own expense, but subject to the second full sentence of Section 3(a)(i) hereof: (x) prepare and file with the Commission an amendment or supplement to the Registration Statement or Prospectus which will correct such statement or omission or effect such compliance; and (y) supply any amended or supplemented Prospectus to the Underwriters in such quantities as the Underwriters may reasonably request.


(d) The Company will make generally available to the Company's securityholders and to the Representatives as soon as practicable an earnings statement that satisfies the provisions of Section 11(a) of the Securities Act, including Rule 158 thereunder.


(e) The Company will apply the net proceeds from the sale of the Shares as set forth under "Use of Proceeds" in the Prospectus.


(f) The Company will not, and will not allow any subsidiary to, publicly announce any intention to, and will not itself, and will not allow any subsidiary to, without the prior written consent of Deutsche Morgan Grenfell Inc., on behalf of the Underwriters, (i) offer, pledge, sell, offer to sell, contract to sell, sell any option or contract to purchase, purchase any option to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into, or exercisable or exchangeable for, Common Stock, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the shares of Common Stock or securities convertible into, or exercisable or exchangeable for, shares of Common Stock (whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwise), for a period beginning from the date hereof and continuing to and including the date 180 days after the date hereof, except pursuant to this Agreement and other than with respect to (x) shares of Common Stock to be issued upon the exercise of warrants to purchase shares of Common Stock, or upon conversion or exchange of securities convertible or exchangeable into shares of Common Stock, in each case, which are outstanding on the date hereof and disclosed in the Prospectus, (y) shares of Common Stock (or any securities convertible into or exchangeable or exercisable for shares of Common Stock) issued pursuant to any employee benefit plans, stock option plans


-8- 9 or other employee compensation plans which are disclosed in the Prospectus, and (z) shares of Common Stock (or any securities convertible into or exchangeable for shares of Common Stock) issued by the Company in connection with an acquisition, joint venture, strategic partnership or similar strategic arrangement, provided that the recipient of such shares or convertible securities, at or prior to such issuance, has executed and delivered to the Underwriters a Lock-Up Agreement (as defined in Section 7(e)) with respect to such shares of Common Stock or convertible securities.


(g) Neither the Company nor any of its affiliates, nor any person acting on behalf of any of them will, directly or indirectly, (i) take any action designed to cause or to result in, or that has constituted or which might reasonably be expected to constitute, the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares or (ii) (x) sell, bid for, purchase, or pay anyone any compensation for soliciting purchases of, the Shares or (y) pay or agree to pay to any person any compensation for soliciting another to purchase any other securities of the Company.


(h) The Company will obtain the agreements described in Section 7(f) hereof prior to the First Closing Date.


(i) If at any time during the 25-day period after the Registration Statement becomes effective or during the period prior to any Closing Date, any rumor, publication or event relating to or affecting the Company shall occur as a result of which in the Representatives' sole judgment the market price of the Shares has been or is likely to be materially affected (regardless of whether such rumor, publication or event necessitates a supplement to or amendment of the Prospectus), the Company will, after notice from the Representatives advising the Company to the effect set forth above, forthwith prepare, consult with the Representatives concerning the substance of, and disseminate a press release or other public statement reasonably satisfactory to the Representatives, responding to or commenting on such rumor, publication or event.


(j) If the Company elects to rely on Rule 462(b), the Company shall both file the Rule 462(b) Registration Statement with the Commission in compliance with Rule 462(b) and pay the applicable fees in accordance with Rule 111 promulgated under the Securities Act by the earlier of (i) 10:00 P.M. New York City time on the date of this Agreement and (ii) the time confirmations are sent or given, as specified by Rule 462(b)(2) under the Securities Act.


(k) The Company will cause the Shares to be duly included for quotation on the Nasdaq National Market prior to the First Closing Date. The Company will ensure that the Shares remain included for quotation on the Nasdaq National Market following the First Closing Date.


Section 4. Expenses. The Company shall bear and pay all costs and expenses incurred incident to the performance of its obligations under this Agreement, whether or not the transactions contemplated herein are consummated or this Agreement is terminated pursuant to Section 9 hereof, including: (i) the fees and expenses of its counsel, accountants and any other


-9- 10 experts or advisors retained by the Company; (ii) fees and expenses incurred in connection with the registration of the Shares under the Securities Act and the preparation and filing of the Registration Statement, the Prospectus and all amendments and supplements thereto; (iii) the printing and distribution of the Prospectus and any Preliminary Prospectus and the printing and production of all other documents connected with the Offering (including this Agreement and any other related agreements); (iv) expenses related to the qualification of the Shares under the state securities or Blue Sky laws, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection therewith and in connection with the preparation of any Blue Sky memoranda; (v) the filing fees and expenses, if any, incurred with respect to any filing with the National Association of Securities Dealers, Inc.; (vi) all expenses arising from the quoting of the Shares on the Nasdaq National Market; (vii) all arrangements relating to the preparation, issuance and delivery to the Underwriters of any certificates evidencing the Shares, including transfers agent's and registrar's fees; (viii) the costs and expenses of travel, lodging and meals of the Company's employees incurred in connection with the "roadshow" and any other meetings with prospective investors in the Shares (other than as shall have been specifically approved by the Representatives to be paid for by the Underwriters); and (ix) the costs and expenses of advertising relating to the Offering (other than as shall have been specifically approved by the Representatives to be paid for by the Underwriters). Subject to the provisions of Section 10, the Underwriters agree to pay, whether or not the transactions contemplated hereby are consummated or this Agreement is terminated, all costs and expenses incident to the performance of obligations under this Agreement not payable by the Company pursuant to the preceding sentence, including, without limitation, all costs associated with the "road show," other than those payable by the Company pursuant ...