Amazon Com Inc – ‘SC 13D/A’ on 8/16/00 re: Drugstore Com Inc – EX-6

On:  Wednesday, 8/16/00, at 2:50pm ET   ·   Accession #:  891020-0-1529   ·   File #:  5-57797

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Amendment to General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Schedule 13 D Amendment No. 1                         12     50K 
 2: EX-1        Underwriting Agreement                                35     92K 
 3: EX-2        Plan of Acquisition, Reorganization, Arrangement,     32     82K 
                          Liquidation or Succession                              
 4: EX-3        Articles of Incorporation/Organization or By-Laws      9     35K 
 5: EX-4        Instrument Defining the Rights of Security Holders    11     44K 
 6: EX-5        Opinion re: Legality                                   2±    10K 
 7: EX-6        Opinion re: Discount on Capital Shares                 1      8K 

EX-6   —   Opinion re: Discount on Capital Shares

EX-6
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                                                                       EXHIBIT 6

VOTING AGREEMENT

                                                                   July 30, 2000

The Purchasers listed on Schedule I                                             
(the "PURCHASERS") to the Stock Purchase                                        
Agreement, dated as of July 30, 2000,                                           
among The Purchasers and drugstore.com, inc.                                    
(the "PURCHASE AGREEMENT")                                                      

The Purchasers listed on Schedule I                                             
(the "PURCHASERS") to the Series A Preferred                                    
Stock Purchase Agreement, dated as of July 30, 2000,                            
among the Purchasers and drugstore.com, inc.                                    
(the "PURCHASE AGREEMENT")                                                      

Dear Sirs and Mesdames:                                                         

The undersigned is a holder of common stock, par value $0.0001 per share (the   
"COMMON STOCK"), of drugstore.com, inc. (the "COMPANY").                        

The undersigned hereby agrees that it shall vote all of its shares of Common    
Stock at the Stockholder Meeting (as defined in the Purchase Agreement) in favor
of the conversion of the Company's Series A Preferred Stock, par value $0.0001  
per share, into Common Stock as contemplated by the Purchase Agreement and in   
accordance with the provisions of the Certificate of Designations of the Series 
A Preferred Stock attached to the Purchase Agreement as Exhibit B.              

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
                                        ----------------------------------------
           (Signature)

                                       Print Name: Mark Britto, Vice President
                                                    ----------------------------
              P.O. BOX 81226
                                        ----------------------------------------
         (Address)

                      SEATTLE, WA 98108-1226
                                        ----------------------------------------

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘SC 13D/A’ Filing		Date		Other Filings
Filed on:		8/16/00
		7/30/00		8-K
				List all Filings