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EXHIBIT 5
LOCKUP AGREEMENT
July 30, 2000
drugstore.com, inc.
13920 SE Eastgate Way, Suite 300
Bellevue, WA 98005
Dear Sirs and Mesdames:
The undersigned understands that drugstore.com, inc., a Delaware
corporation (the "Company") and the Purchasers listed on Schedule I thereto (the
"PURCHASERS") have entered into a Stock Purchase Agreement, dated as of July 30,
2000 (the "PURCHASE AGREEMENT") providing for the purchase (the "PURCHASE") by
the Purchasers of shares (the "SHARES") of Common Stock, $0.0001 par value per
share, of the Company (the "COMMON STOCK").
To induce the Purchasers to enter into the Purchase Agreement, the
undersigned hereby agrees that, without the prior written consent of the
Company, it will not, during the period commencing upon the date of this
agreement and ending 180 days after the date of the effectiveness of the
Registration Statement (as defined in the Purchase Agreement), (1) offer,
pledge, sell, contract to sell, sell any option or contract to purchase,
purchase any option or contract to sell, grant any option, right or warrant to
purchase, lend, 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 (2) enter into any swap or other arrangement
that transfers to another, in whole or in part, any of the economic consequences
of ownership of Common Stock, whether any such transaction described in clause
(1) or (2) above is to be settled by delivery of Common Stock or such other
securities, in cash or otherwise. The foregoing sentence shall not apply to (a)
transactions relating to shares of Common Stock or other securities acquired in
open market transactions after the completion of the Purchase; (b) a bona fide
gift or gifts to the undersigned's immediate family, provided that the donee or
donees thereof agree in writing to be bound by the terms of this agreement; (c)
a distribution to the limited partners or stockholders of the undersigned after
the date of the Purchase Agreement, provided that the distributees thereof agree
in writing to be bound by the terms of this agreement; (d) a transfer to any
trust for the benefit of the undersigned or the undersigned's immediate family,
provided that the trustee of the trust agrees in writing, on behalf of the
trust, to be bound by the terms of this agreement, (e) a transfer to an
affiliate of the undersigned, provided that such affiliate agrees in writing to
be bound by the terms of this agreement or (f) the transfer of an aggregate of
1,066,667 shares of Common Stock owned by the undersigned. If the donor or
transferor in (b), (c) or (d) above is a reporting person subject to Section
16(a) of the Securities Exchange Act of 1934 (the "EXCHANGE ACT"), any gifts or
transfers made in accordance with this paragraph shall not require such person
to, and such person shall not voluntarily, file a report of such transaction on
Form 4 under the Exchange Act. As used herein, the term "immediate family" shall
mean the undersigned's spouse or lineal descendants or ancestors. The
obligations of the undersigned pursuant to this letter agreement shall terminate
immediately upon the termination of the Purchase Agreement in accordance with
its terms.
Very truly yours,
AMAZON.COM, INC.
/s/ MARK BRITTO
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(Signature)
Print Name: Mark Britto, Vice President
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P.O. BOX 81226
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(Address)
SEATTLE, WA 98108-1226
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