Article 1. Name
The name of this corporation is Amazon.com, Inc.
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Article 2. Registered Office And Agent
The address of the registered office of this corporation is 251 Little Falls Drive, City of Wilmington, County of New
Castle, State of Delaware 19808, and the name of its registered agent at such address is Corporation Service
Company.
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Article 3. Purposes
The purpose of this corporation is to engage in any lawful act or activity for which corporations may be organized
under the General Corporation Law of Delaware.
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Article 4. Shares
The total authorized stock of the corporation shall consist of 100,000,000,000 shares of Common Stock having a par
value of $.01 per share and 500,000,000 shares of Preferred Stock having a par value of $.01 per share. Authority is
hereby expressly granted to the Board of Directors to fix by resolution or resolutions any of the designations
and the powers, preferences and rights, and the qualifications, limitations or restrictions which are permitted by
Delaware General Corporation Law in respect of any class or classes of stock or any series of any class of stock of
the
corporation. The corporation shall from time to time in accordance with the laws of the State of Delaware increase
the
authorized amount of its Common Stock if at any time the number of shares of Common Stock remaining unissued and
available for issuance shall not be sufficient to permit the conversion of Preferred Stock.
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Article 5. Directors
The number of Directors of the corporation shall be determined in the manner provided by the Bylaws and may be
increased or decreased from time to time in the manner provided therein. Written ballots are not required in the
election of Directors.
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Article 6. By-laws
The Board of Directors shall have the power to adopt, amend or repeal the Bylaws of the corporation; provided,
however, the Board of Directors may not repeal or amend any bylaw that the stockholders have expressly provided may
not be amended or repealed by the Board of Directors. The stockholders shall also have the power to adopt, amend or
repeal the Bylaws for this corporation.
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Article 7. Preemptive Rights
Preemptive rights shall not exist with respect to shares of stock or securities convertible into shares of stock of
this corporation.
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Article 8. Cumulative Voting
The right to cumulate votes in the election of Directors shall not exist with respect to shares of stock of this
corporation.
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Article 9. Amendments To Certificate Of Incorporation
This corporation reserves the right to amend or repeal, by the affirmative vote of the holders of a majority of the
outstanding shares entitled to vote, any of the provisions contained in this Certificate of Incorporation. The
rights of the stockholders of the corporation are granted subject to this reservation.
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Article 10. Limitation Of Director Liability
To the full extent that the Delaware General Corporation Law, as it exists on the date hereof or may hereafter be
amended, permits the limitation or elimination of the liability of directors, a director of this corporation shall
not be liable to this corporation or its stockholders for monetary damages for breach of fiduciary duty as a
director. Any amendment to or repeal of this Article 10 shall not adversely affect any right or protection of a
director of this corporation for or with respect to any acts or omissions of such director occurring prior to such
amendment or repeal.
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Article 11. Action By Stockholders Without A Meeting
Only action properly brought before the stockholders by or at the direction of the Board of Directors may be taken
without a meeting, without prior notice and without a vote, if a written consent setting forth the action so taken
is signed by the holders of outstanding shares of capital stock entitled to be voted with respect to the subject
matter thereof having not less than the minimum number of votes that would be necessary to authorize or take such
action at a meeting at which all shares entitled to vote thereon were present and voted.
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Article 12. Special Meeting Of Stockholders
The Chairman of the Board of Directors, the Chief Executive Officer, the President or the Board of Directors may call
special meetings of the stockholders for any purpose. A special meeting of the stockholders shall be held if the
holders of not less than twenty-five percent (25%) of all the votes entitled to be cast on any issue proposed to be
considered at such special meeting have dated, signed and delivered to the Secretary one or more written demands for
such meeting, describing the purpose or purposes for which it is to be held.
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Article 13. Business Combinations With Interested Stockholders
The corporation expressly elects not to be governed by Section 203(a) of Title 8 of the Delaware General Corporation Law.
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