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Exhibit 10.7
FOURTH ADDENDUM TO
FOURTH AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
THIS FOURTH ADDENDUM (this "Addendum") dated as of September 29, 2000, to
the Fourth Amended and Restated Investors' Rights Agreement dated as of May 18,
1999 as amended (the "Rights Agreement"), by and among drugstore.com, inc., a
Delaware corporation (the "Company") and the parties listed on Exhibit A hereto,
hereby amends the number of demand registration rights available under the
Rights Agreement. Three prior addenda to the Rights Agreement dated as of June
17, 1999, July 26, 1999 and January 24, 2000 remain in full force and effect.
RECITALS
--------
A. The Company has agreed to allow three instead of the currently allowed
two demand registrations under Section 1.2 of the Rights Agreement in exchange
for the agreement by certain of the holders of the registrable securities of the
Company to waive their right to register their shares of Common Stock on the
registration statement on Form S-3 filed by the Company with the Securities and
Exchange Commission on September 6, 2000 (the "Resale Shelf") pursuant to the
Company's agreement to register the 8,101,264 shares of common stock and
4,593,989 shares of common stock issuable upon conversion of the Series 1
Preferred Stock, issued in the private placement that closed on August 4, 2000.
B. Pursuant to Section 5.2 of the Rights Agreement, this Addendum is being
executed by the Company and the holders of at least two-thirds (2/3) of the
Registrable Securities presently outstanding, thereby permitting the Rights
Agreement to be amended hereby.
C. Capitalized terms used herein and not defined shall have the meanings
given to them in the Rights Agreement.
AGREEMENT
---------
1. This Addendum shall become effective immediately upon the receipt of
the required two-thirds (2/3) consent. Upon such effectiveness:
(a) all references in any document to the Rights Agreement shall be
deemed to be references to the Rights Agreement as modified by this
Addendum; and
(b) except as specifically modified hereby, the Rights Agreement
shall continue in full force and effect in accordance with the provisions
thereof.
2. Subsection 1.2(d) of the Rights Agreement is hereby amended by deleting
the number "two (2)" appearing in clause (i) thereof and inserting, in lieu
thereof "three (3)".
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3. This Addendum, which shall be governed, construed and interpreted in
accordance with the laws of the State of California, without giving effect to
principles of conflicts of laws, may be executed in counterparts.
[Signature Page Follows]
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The parties have executed this Fourth Addendum to the Fourth Amended and
Restated Investors' Rights Agreement as of the date first above written.
COMPANY: INVESTORS:
DRUGSTORE.COM, INC., RITE AID CORPORATION,
By: /s/ Peter M. Neupert By: /s/ Elliot S. Gerson
------------------------- -------------------------
Peter M. Neupert Name: Elliot S. Gerson
President Title: Sr. Exec. V.P.
Address: Address:
13920 SE Eastgate Way 30 Hunter Lane
Suite 300 Camp Hill, PA 17011
Bellevue, WA 98005
GENERAL NUTRITION COMPANIES, INC.
By: /s/ Dave Heilman
-------------------------
Name: Dave Heilman
Title: Vice President
Address:
300 6th Avenue
Pittsburgh, PA 17011
VULCAN VENTURES INCORPORATED,
By: /s/ William D. Savoy
-------------------------
Name: William D. Savoy
Title: President
Address:
110 110th Avenue NE, Suite 550
Bellevue, WA 98004
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KLEINER PERKINS CAUFIELD & BYERS VIII,
L.P.,
By: KPCB VIII Associates, L.P., its
General Partner
By: /s/ Brook H. Byers
-------------------------
Name: Brook H. Byers
a General Partner
Address:
2750 Sand Hill Road
Menlo Park, CA 94025
KPCB VIII FOUNDERS FUND, L.P.,
By: KPCB VIII Associates, L.P., its
General Partner
By: /s/ Brook H. Byers
-------------------------
Name: Brook H. Byers
a General Partner
Address:
2750 Sand Hill Road
Menlo Park, CA 94025
KPCB LIFE SCIENCES ZAIBATSU FUND II,
L.P.
By: KPCB VII Associates, L.P., its
General Partner
By: /s/ Brook H. Byers
-------------------------
Name: Brook H. Byers
a General Partner
Address:
2750 Sand Hill Road
Menlo Park, CA 94025
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AMAZON.COM, INC.
By: /s/ Russell Grandinetti
-------------------------
Name: Russell Grandinetti
Title: Treasurer
Address:
1516 2nd Avenue
Seattle, WA 98101
PETER M. NEUPERT
/s/ Peter M. Neupert
----------------------------
Peter M. Neupert
Address:
13920 SE Eastgate Way, Suite 300
Bellevue, WA 98005
DRUGSTORE.COM FOUNDATION
By: /s/ Peter M. Neupert
-------------------------
Name: Peter M. Neupert
Title: President
Address:
13920 SE Eastgate Way, Suite 300
Bellevue, WA 98005
MAVERON EQUITY PARTNERS, L.P.
By: /s/ Dan Levitan
-------------------------
Name: Dan Levitan
Title: Manager, MAVERON
GENERAL PARTNER LLC
Address:
800 Fifth Ave., Suite 4100
Seattle, WA 98104
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LIBERTY DS, INC.
By: /s/ Mark D. Rozells
-------------------------
Name: Mark D. Rozells
Title: EVP: CFO
Address:
9197 South Peoria Street
Englewood, CO 80112
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EXHIBIT A
INVESTORS
Name and Address
----------------
Rite Aid Corporation
30 Hunter Lane
Camp Hill, PA 17011
General Nutrition Companies, Inc.
300 6th Avenue
Pittsburgh, PA 15222
Vulcan Ventures Incorporated
110th Avenue Northeast, Suite 550
Bellevue, WA 98004
Kleiner Perkins Caufield & Byers VIII
2750 Sand Hill Road
Menlo Park, CA 94025
KPCB VIII Founders Fund, L.P.
2750 Sand Hill Road
Menlo Park, CA 94025
KPCB Life Sciences Zaibatsu Fund II, L.P.
2750 Sand Hill Road
Menlo Park, CA 94025
Amazon.com, Inc.
1516 2nd Avenue
Seattle, WA 98101
Attn: General Counsel
Peter M. Neupert
13920 SE Eastgate Way, Suite 300
Bellevue, WA 98005
Maveron Equity Partners, L.P.
800 Fifth Avenue, Suite 4100
Seattle, WA 98104
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Liberty DS, Inc.
9197 South Peoria Street
Englewood, CO 80112
drugstore.com Foundation
Attn: Alesia L. Pinney
13920 SE Eastgate Way, Ste. 300
Bellevue, WA 98005
