Form 8-K

8-K — AMAZON COM INC

Accession: 0001104659-26-082293

Filed: 2026-07-09

Period: 2026-07-09

CIK: 0001018724

SIC: 5961 (RETAIL-CATALOG & MAIL-ORDER HOUSES)

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — tm2619352d4_8k.htm (Primary)

EX-1.1 — EXHIBIT 1.1 (tm2619352d4_ex1-1.htm)

EX-4.1 — EXHIBIT 4.1 (tm2619352d4_ex4-1.htm)

EX-5.1 — EXHIBIT 5.1 (tm2619352d4_ex5-1.htm)

GRAPHIC (tm2619352d4_ex5-1img001.jpg)

GRAPHIC (tm2619352d4_ex4-1img001.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: tm2619352d4_8k.htm · Sequence: 1

false

0001018724

AMAZON COM INC

0001018724

2026-07-09

0001018724

AMZN:CommonStockParValue.01PerShareMember

2026-07-09

0001018724

AMZN:FloatingRateNotesDue2028Member

2026-07-09

0001018724

AMZN:Sec2.800NotesDue2028Member

2026-07-09

0001018724

AMZN:Sec3.100NotesDue2030Member

2026-07-09

0001018724

AMZN:Sec3.350NotesDue2032Member

2026-07-09

0001018724

AMZN:Sec3.700NotesDue2035Member

2026-07-09

0001018724

AMZN:Sec4.050NotesDue2039Member

2026-07-09

0001018724

AMZN:Sec4.450NotesDue2045Member

2026-07-09

0001018724

AMZN:Sec4.850NotesDue2064Member

2026-07-09

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant

to Section 13 or 15(d) of the

Securities

Exchange Act of 1934

July 9, 2026

Date of Report

(Date of earliest

event reported)

AMAZON.COM,

INC.

(Exact name of

registrant as specified in its charter)

Delaware

001-43202

91-1646860

(State

or other jurisdiction of

incorporation)

(Commission

File Number)

(IRS

Employer Identification No.)

410

Terry Avenue North, Seattle,

Washington 98109-5210

(Address of principal

executive offices, including Zip Code)

(206)

266-1000

(Registrant’s

telephone number, including area code)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant

to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under

the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under

the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under

the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of

the Act:

Title

of Each Class

Trading

Symbol(s)

Name

of Each Exchange on Which Registered

Common

Stock, par value $.01 per share

AMZN

The

Nasdaq Stock Market LLC

Floating

Rate Notes due 2028

—True

The

Nasdaq Stock Market LLC

2.800%

Notes due 2028

True—

The

Nasdaq Stock Market LLC

3.100%

Notes due 2030

True—

The

Nasdaq Stock Market LLC

3.350%

Notes due 2032

True—

The

Nasdaq Stock Market LLC

3.700%

Notes due 2035

True—

The

Nasdaq Stock Market LLC

4.050%

Notes due 2039

True—

The

Nasdaq Stock Market LLC

4.450%

Notes due 2045

True—

The

Nasdaq Stock Market LLC

4.850%

Notes due 2064

True—

The

Nasdaq Stock Market LLC

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company

If an emerging growth company, indicate

by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial

accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Table of Contents

TABLE OF CONTENTS

ITEM 8.01. OTHER EVENTS.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

SIGNATURES

EXHIBIT 1.1

EXHIBIT 4.1

EXHIBIT 4.2

EXHIBIT 4.3

EXHIBIT 4.4

EXHIBIT 4.5

EXHIBIT 4.6

EXHIBIT 4.7

EXHIBIT 4.8

EXHIBIT 4.9

EXHIBIT 5.1

EXHIBIT 23.1

Table of Contents

ITEM 8.01.

OTHER EVENTS.

On July 9, 2026, Amazon.com,

Inc. (the “Company”) closed the sale of $750,000,000 aggregate principal amount of its floating rate notes due 2029 (the “Floating

Rate Notes”), $3,500,000,000 aggregate principal amount of its 4.600% notes due 2029 (the “2029 Notes”), $4,250,000,000

aggregate principal amount of its 4.800% notes due 2031 (the “2031 Notes”), $3,000,000,000 aggregate principal amount of its

5.100% notes due 2033 (the “2033 Notes”), $4,500,000,000 aggregate principal amount of its 5.300% notes due 2036 (the “2036

Notes”), $2,750,000,000 aggregate principal amount of its 6.000% notes due 2046 (the “2046 Notes”), $4,000,000,000 aggregate

principal amount of its 6.100% notes due 2056 (the “2056 Notes”), and $2,250,000,000 aggregate principal amount of its 6.250%

notes due 2066 (the “2066 Notes” and, together with the Floating Rate Notes, 2029 Notes, 2031 Notes, 2033 Notes, 2036 Notes,

2046 Notes, and 2056 Notes, the “Notes”) pursuant to an Underwriting Agreement dated July 7, 2026 (the “Underwriting

Agreement”) among the Company and Barclays Capital Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, and Morgan Stanley

& Co. LLC, as managers of the several underwriters named in Schedule II therein. The sale of the Notes was registered under the Company’s

registration statement on Form S-3 filed on February 6, 2026 (File No. 333-293246).

The aggregate public offering

price of the Notes was $24.923 billion and the estimated net proceeds from the offering were approximately $24.867 billion, after deducting

underwriting discounts from the public offering price and before deducting offering expenses payable by us. The Notes were issued pursuant

to an Indenture dated as of November 29, 2012 between the Company and Wells Fargo Bank, National Association, as trustee (the “Prior

Trustee”), as amended and supplemented by Supplemental Indenture No. 1, dated as of April 13, 2022, among the Company, the Prior

Trustee, and Computershare Trust Company, National Association, as successor trustee, together with the officers’ certificate dated

as of July 9, 2026 issued pursuant thereto establishing the terms of each series of the Notes (the “Officers’ Certificate”).

The foregoing descriptions

of the Underwriting Agreement and the Officers’ Certificate are qualified in their entirety by the terms of such documents, which

are filed as Exhibit 1.1 and Exhibit 4.1, respectively, and incorporated herein by reference. The foregoing description of the Notes is

qualified in its entirety by reference to the full text of the form of Floating Rate Note, form of 2029 Note, form of 2031 Note, form

of 2033 Note, form of 2036 Note, form of 2046 Note, form of 2056 Note, and form of 2066 Note, which are filed hereto as Exhibit 4.2, Exhibit

4.3, Exhibit 4.4, Exhibit 4.5, Exhibit 4.6, Exhibit 4.7, Exhibit 4.8, and Exhibit 4.9, respectively, and incorporated herein by reference.

Table of Contents

ITEM 9.01.

FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

Exhibit

Number

Description

1.1

Underwriting Agreement, dated as of July 7, 2026, among Amazon.com, Inc. and Barclays Capital Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, and Morgan Stanley & Co. LLC, as managers of the several underwriters named in Schedule II therein.

4.1

Officers’ Certificate of Amazon.com, Inc., dated as of July 9, 2026.

4.2

Form of Floating Rate Note due 2029 (included in Exhibit 4.1).

4.3

Form of 4.600% Note due 2029 (included in Exhibit 4.1).

4.4

Form of 4.800% Note due 2031 (included in Exhibit 4.1).

4.5

Form of 5.100% Note due 2033 (included in Exhibit 4.1).

4.6

Form of 5.300% Note due 2036 (included in Exhibit 4.1).

4.7

Form of 6.000% Note due 2046 (included in Exhibit 4.1).

4.8

Form of 6.100% Note due 2056 (included in Exhibit 4.1).

4.9

Form of 6.250% Note due 2066 (included in Exhibit 4.1).

5.1

Opinion of Gibson, Dunn & Crutcher LLP.

23.1

Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1).

104

The cover page from this Current Report on Form 8-K, formatted in Inline XBRL (included as Exhibit 101).

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities

Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

AMAZON.COM, INC. (REGISTRANT)

By:

/s/ Antonio Masone

Antonio Masone

Vice President and Treasurer

Dated: July 9, 2026

EX-1.1 — EXHIBIT 1.1

EX-1.1

Filename: tm2619352d4_ex1-1.htm · Sequence: 2

Exhibit 1.1

Execution

Version

AMAZON.COM, INC.

FLOATING RATE NOTES DUE 2029

4.600%

NOTES DUE 2029

4.800% NOTES DUE 2031

5.100%

NOTES DUE 2033

5.300% NOTES DUE 2036

6.000% NOTES DUE 2046

6.100% NOTES DUE 2056

6.250%

NOTES DUE 2066

UNDERWRITING AGREEMENT

July 7, 2026

July 7,

2026

To the Managers named in Schedule I hereto

for the Underwriters named in Schedule II hereto

Ladies and Gentlemen:

Amazon.com, Inc., a Delaware corporation (the

“Company”), proposes to issue and sell to the several underwriters named in Schedule II hereto (the “Underwriters”),

for whom you are acting as managers (the “Managers”), the principal amount of its debt securities identified in Schedule I

hereto (the “Securities”), to be issued under the indenture specified in Schedule I hereto (the “Indenture”)

between the Company and the Trustee identified in such Schedule (the “Trustee”). If the firm or firms listed in Schedule II

hereto include only the Managers listed in Schedule I hereto, then the terms “Underwriters” and “Managers”

as used herein shall each be deemed to refer to such firm or firms.

The Company has filed with the Securities and Exchange

Commission (the “Commission”) a registration statement, including a prospectus (the file number of which is set forth

in Schedule I hereto) on Form S-3, relating to securities (the “Shelf Securities”), including the Securities,

to be issued from time to time by the Company. The registration statement as amended to the date of this Agreement, including the information

(if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A or Rule 430B under

the Securities Act of 1933, as amended (the “Securities Act”), is hereinafter referred to as the “Registration

Statement,” and the related prospectus covering the Shelf Securities dated February 6, 2026 is hereinafter referred to

as the “Basic Prospectus.” The Basic Prospectus, as supplemented by the prospectus supplement specifically relating

to the Securities in the form first used to confirm sales of the Securities (or in the form first made available to the Underwriters by

the Company to meet requests of purchasers pursuant to Rule 173 under the Securities Act) is hereinafter referred to as the “Prospectus,”

and the term “preliminary prospectus” means any preliminary form of the Prospectus. For purposes of this Agreement,

“free writing prospectus” has the meaning set forth in Rule 405 under the Securities Act and relating to the offering

of the Securities, “Time of Sale Prospectus” means the documents set forth opposite the caption “Time of Sale

Prospectus” in Schedule I hereto, and “broadly available road show” means a “bona fide electronic road

show” as defined in Rule 433(h)(5) under the Securities Act that has been made available without restriction to any person.

As used herein, the terms “Registration Statement,” “Basic Prospectus,” “preliminary prospectus,”

“Time of Sale Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein

on the date hereof. The terms “supplement,” “amendment,” and “amend” as used

herein with respect to the Registration Statement, the Basic Prospectus, the Time of Sale Prospectus, any preliminary prospectus or the

Prospectus shall include all documents subsequently filed by the Company with the Commission pursuant to the Securities Exchange Act of

1934, as amended (the “Exchange Act”), that are deemed to be incorporated by reference therein.

1.            Representations

and Warranties. The Company represents and warrants to and agrees with each of the Underwriters that:

(a)    The

Registration Statement has become effective; no stop order suspending the effectiveness of the Registration Statement is in effect, and

no proceedings for such purpose are pending before or threatened by the Commission. If the Registration Statement is an automatic shelf

registration statement as defined in Rule 405 under the Securities Act, the Company is a well-known seasoned issuer (as defined in

Rule 405 under the Securities Act) eligible to use the Registration Statement as an automatic shelf registration statement and the

Company has not received notice that the Commission objects to the use of the Registration Statement as an automatic shelf registration

statement.

(b)  (i) Each

document, if any, filed or to be filed pursuant to the Exchange Act and incorporated by reference in the Time of Sale Prospectus or the

Prospectus complied or will comply when so filed in all material respects with the Exchange Act and the applicable rules and regulations

of the Commission thereunder, (ii) each part of the Registration Statement, when such part became effective, did not contain, and

each such part, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a

material fact required to be stated therein or necessary to make the statements therein not misleading, (iii) the Registration Statement

as of the date hereof does not contain any untrue statement of a material fact or omit to state a material fact required to be stated

therein or necessary to make the statements therein not misleading, (iv) the Registration Statement and the Prospectus comply, and

as amended or supplemented, if applicable, will comply in all material respects with the Securities Act and the applicable rules and

regulations of the Commission thereunder, (v) the Time of Sale Prospectus does not, and at the time of each sale of the Securities

in connection with the offering when the Prospectus is not yet available to prospective purchasers and at the Closing Date (as defined

in Section ‎4), the Time of Sale Prospectus, as then amended or supplemented by the

Company, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the

statements therein, in the light of the circumstances under which they were made, not misleading, (vi) each broadly available road

show, if any, when considered together with the Time of Sale Prospectus, does not contain any untrue statement of a material fact or omit

to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading

and (vii) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of

a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which

they were made, not misleading, except that the representations and warranties set forth in this paragraph do not apply to (A) statements

or omissions in the Registration Statement, the Time of Sale Prospectus or the Prospectus based upon information relating to any Underwriter

furnished to the Company in writing by such Underwriter through the Managers expressly for use therein or (B) that part of the Registration

Statement that constitutes the Statement of

Eligibility (Form T-1) under the Trust Indenture Act of 1939, as amended (the “Trust

Indenture Act”), of the Trustee.

Company is not an “ineligible issuer” in connection with the offering pursuant to Rules 164, 405 and 433 under the Securities

Act. Any free writing prospectus that the Company is required to file pursuant to Rule 433(d) under the Securities Act has been,

or will be, filed with the Commission in accordance with the requirements of the Securities Act and the applicable rules and regulations

of the Commission thereunder. Each free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) under

the Securities Act or that was prepared by or on behalf of or used or referred to by the Company complies or will comply in all material

respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. Except

for the free writing prospectuses, if any, identified in Schedule I hereto, and electronic road shows, if any, each furnished to you before

first use, the Company has not prepared, used or referred to, and will not, without your prior consent, prepare, use or refer to, any

free writing prospectus.

(d)  The

Company has been duly incorporated, is validly existing as a corporation in good standing under the laws of the State of Delaware, has

the corporate power and authority to own its property and to conduct its business as described in the Time of Sale Prospectus and is duly

qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing

of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have

a material adverse effect on the Company and its subsidiaries, taken as a whole (a “Material Adverse Effect”).

(e)  Each

“significant subsidiary” of the Company, as such term is defined in Rule 1-02 of Regulation S-X (“Significant

Subsidiary”), has been duly incorporated, is validly existing as a corporation in good standing under the laws of the jurisdiction

of its incorporation, has the corporate power and authority to own its property and to conduct its business as described in the Time of

Sale Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business

or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in

good standing would not have a Material Adverse Effect; all of the issued shares of capital stock of each Significant Subsidiary of the

Company have been duly and validly authorized and issued, are fully paid and non-assessable and are directly or indirectly wholly-owned

by the Company, free and clear of all liens, encumbrances, equities or claims.

(f)  This

Agreement has been duly authorized, executed and delivered by the Company.

(g)  The

Indenture has been duly authorized, executed and delivered by the Company, has been qualified under the Trust Indenture Act and constitutes

valid and binding agreement of the Company, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency and

similar laws affecting creditors’ rights generally and equitable principles of general applicability.

(h)  The

Securities have been duly authorized and, when executed and authenticated in accordance with the provisions of the Indenture and delivered

to and paid for by the Underwriters in accordance with the terms of this Agreement, will be valid and binding obligations of the Company,

in each case enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency and similar laws affecting

creditors’ rights generally and equitable principles of general applicability, and will be entitled to the benefits of the Indenture.

(i)  The

Company is not, nor with the giving of notice or lapse of time or both would it be, in violation of or in default under its Certificate

of Incorporation or Bylaws. The issue and sale of the Securities and the performance by the Company of all its obligations under the Securities,

the Indenture and this Agreement, and the consummation of the transactions herein and therein contemplated, will not conflict with or

result in a breach of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any

lien, charge or encumbrance upon any property or assets of the Company or any of its Significant Subsidiaries under, any indenture, mortgage,

deed of trust, loan agreement or other agreement or instrument to which the Company or any of its Significant Subsidiaries is a party

or by which the Company or any of its Significant Subsidiaries is bound or to which any of the property or assets of the Company or any

of its Significant Subsidiaries is subject, except as would not have a Material Adverse Effect, or would not materially impair the Company’s

ability to perform its obligations contemplated by this Agreement, the Securities, or the Indenture, nor will any such action result in

any violation of the provisions of the Certificate of Incorporation or the Bylaws of the Company or, except as would not have a Material

Adverse Effect, or would not materially impair the Company’s ability to perform its obligations contemplated by this Agreement,

the Securities, or the Indenture, any applicable law or statute or any order, rule or regulation of any court or governmental agency

or body having jurisdiction over the Company, its Significant Subsidiaries, or any of their respective properties; and no consent, approval,

authorization, order, license, registration or qualification of or with any such court or governmental agency or body is required for

the issue and sale of the Securities or the consummation by the Company of the transactions contemplated by this Agreement or the Indenture,

except such consents, approvals, authorizations, orders, licenses, registrations, or qualifications as have been obtained as of the date

hereof and as may be required under state securities or Blue Sky Laws in connection with the purchase and distribution of the Securities

by the Underwriters.

(j)  There

has not occurred any material adverse change, or any development involving a prospective material adverse change, in the condition, financial

or otherwise, or in the earnings, business or operations of the Company

and its subsidiaries, taken as a whole, from that set forth in

the Time of Sale Prospectus.

(k)  The

Company is not, and after giving effect to the offering and sale of the Securities and the application of the proceeds thereof as described

in the Prospectus will not be, required to register as an “investment company” as such term is defined in the Investment Company

Act of 1940, as amended.

(l)  The

financial statements, and the related notes thereto, of the Company included or incorporated by reference in the Time of Sale Prospectus

and the Prospectus present fairly, in all material respects, the consolidated financial position of the Company and its consolidated subsidiaries

as of the dates indicated and the results of their operations and the changes in their consolidated cash flows for the periods specified;

and said financial statements have been prepared in conformity with generally accepted accounting principles applied on a consistent basis,

except as described in the notes to such financial statements; and the supporting schedules incorporated by reference in the Time of Sale

Prospectus and the Prospectus present fairly, in all material respects, the information required to be stated therein; and the other financial

and statistical information and any other financial data set forth in the Time of Sale Prospectus and the Prospectus, to the Company’s

knowledge, present fairly, in all material respects, the information purported to be shown thereby at the respective dates or for the

respective periods to which they apply and, to the extent that such information is set forth in or has been derived from the financial

statements and accounting books and records of the Company, have been prepared, to the Company’s knowledge, in all material respects

on a basis consistent with such financial statements and the books and records of the Company.

(m)  The

interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement fairly

presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and

guidelines applicable thereto.

2.            Agreements

to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations

and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from

the Company the respective principal amounts of Securities set forth in Schedule II hereto opposite its name at the purchase price

set forth in Schedule I hereto.

3.            Public

Offering. The Company is advised by you that the Underwriters propose to make a public offering of their respective portions of the

Securities as soon after the Registration Statement and this Agreement have become effective as in your judgment is advisable. The Company

is further advised by you that the Securities are to be offered to the public upon the terms set forth in the Prospectus.

4.            Payment

and Delivery. Payment for the Securities shall be made to the Company in Federal or other funds immediately available in New York

City on the closing date and time set forth in Schedule I hereto, or at such other time on the same or such other date, not later

than the second business day thereafter, as may be designated in writing by you. The time and date of such payment are hereinafter referred

to as the “Closing Date.”

Payment for the Securities shall be made against

delivery to you on the Closing Date for the respective accounts of the several Underwriters of the Securities registered in such names

and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date, with any transfer

taxes payable in connection with the transfer of the Securities to the Underwriters duly paid.

5.            Conditions

to the Underwriters’ Obligations. The several obligations of the Underwriters are subject to the following conditions:

(a)    Subsequent

to the execution and delivery of this Agreement and prior to the Closing Date:

(i)  there

shall not have occurred any downgrading, nor shall any notice have been given of (A) any intended or potential downgrading or (B) any

review or possible change that does not indicate the direction of the possible change in the rating accorded any securities of or guaranteed

by the Company by any “nationally recognized statistical rating organization” (as such term is defined in Section 3(a)(62)

of the Exchange Act); and

(ii)  there

shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in

the earnings, business or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus

that, in your judgment, is material and adverse and that makes it, in your judgment, impracticable to market the Securities on the terms

and in the manner contemplated in the Time of Sale Prospectus.

(b)  The

Underwriters shall have received on the Closing Date a certificate, dated the Closing Date and signed by Antonio Masone, Vice President

and Treasurer of the Company, or by an executive officer of the Company, to the effect set forth in Section 5(a)(i) above and

to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing

Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied

hereunder on or before the Closing Date.

The officer signing and delivering such certificate

may rely upon the best of his or her knowledge as to proceedings threatened.

Underwriters shall have received on the Closing Date an opinion of Gibson, Dunn & Crutcher LLP, outside counsel for the Company,

dated the Closing Date, in the form agreed between such counsel and the Managers.

(d)  The

Underwriters shall have received on the Closing Date an opinion of Davis Polk & Wardwell LLP, counsel for the Underwriters, dated

the Closing Date with respect to such matters as the Underwriters shall request.

(e)  The

Underwriters shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing Date,

as the case may be, in form and substance satisfactory to the Underwriters, from Ernst & Young LLP, independent public accountants,

containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters

with respect to the financial statements and certain financial information contained in the Registration Statement, the Time of Sale Prospectus

and the Prospectus.

6.            Covenants

of the Company. The Company covenants with each Underwriter as follows:

(a)  To

furnish to you, without charge, a signed copy of the Registration Statement (including exhibits thereto and documents incorporated by

reference therein) and to deliver to each of the Underwriters during the period mentioned in Section ‎6(e) or

‎6(f) below, as many copies of the Time of Sale Prospectus, the Prospectus, any documents

incorporated by reference therein and any supplements and amendments thereto or to the Registration Statement as you may reasonably request.

(b)  During

any period when a prospectus relating to the Securities is required to be delivered under the Securities Act (including circumstances

where such requirement may be satisfied pursuant to Rule 172), before amending or supplementing the Registration Statement, the Time

of Sale Prospectus or the Prospectus, (i) to furnish to you a copy of each such proposed amendment or supplement and (ii) not

to file any such proposed amendment or supplement to which you reasonably object (except, in the case of subclause (ii), for (A) an

amendment or supplement consisting solely of the filing of a document under the Exchange Act or (B) a supplement relating to any

offering of securities other than the Securities).

furnish to you a copy of each proposed free writing prospectus to be prepared by or on behalf of, used by, or referred to by the Company

and not to use or refer to any proposed free writing prospectus to which you reasonably object.

(d)  Not

to take any action that would result in an Underwriter or the Company being required to file with the Commission pursuant to Rule 433(d)

under

the Securities Act a free writing prospectus prepared by or on behalf of the Underwriter that the Underwriter otherwise would not have

been required to file thereunder.

(e)  If

the Time of Sale Prospectus is being used to solicit offers to buy the Securities at a time when the Prospectus is not yet available to

prospective purchasers and any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Time

of Sale Prospectus in order to make the statements therein, in the light of the circumstances, not misleading, or if any event shall occur

or condition exist as a result of which the Time of Sale Prospectus conflicts with the information contained in the Registration Statement

then on file, or if, in the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Time of Sale Prospectus

to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriters and

to any dealer upon request, either amendments or supplements to the Time of Sale Prospectus so that the statements in the Time of Sale

Prospectus as so amended or supplemented will not, in the light of the circumstances when the Time of Sale Prospectus is delivered to

a prospective purchaser, be misleading or so that the Time of Sale Prospectus, as amended or supplemented, will no longer conflict with

the Registration Statement, or so that the Time of Sale Prospectus, as amended or supplemented, will comply with applicable law.

(f)  If,

during such period after the first date of the public offering of the Securities, as in the opinion of counsel for the Underwriters the

Prospectus (or in lieu thereof the notice referred to in Rule 173(a) of the Securities Act) is required by law to be delivered

in connection with sales by an Underwriter or dealer, any event shall occur or condition exist as a result of which it is necessary to

amend or supplement the Prospectus in order to make the statements therein, in the light of the circumstances when the Prospectus (or

in lieu thereof the notice referred to in Rule 173(a) of the Securities Act) is delivered to a purchaser, not misleading, or

if, in the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Prospectus to comply with applicable law,

forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to the dealers (whose names and

addresses you will furnish to the Company) to which Securities may have been sold by you on behalf of the Underwriters and to any other

dealers upon request, either amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented

will not, in the light of the circumstances when the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) of

the Securities Act) is delivered to a purchaser, be misleading or so that the Prospectus, as amended or supplemented, will comply with

applicable law.

(g)  To

endeavor to qualify the Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions as you shall reasonably

request; provided that the Company shall not be required to (i) qualify as a foreign corporation or other entity or as a dealer in

securities in any such jurisdiction

where it would not otherwise be required to so qualify, (ii) file any general consent to service

of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.

(h)  To

make generally available to the Company’s security holders and to you as soon as practicable an earning statement that shall satisfy

the provisions of Section 11(a) of the Securities Act and the rules and regulations of the Commission thereunder, including

Rule 158.

(i)  The

Company agrees to pay the costs and expenses relating to the following matters: (i) the preparation, printing, or reproduction and

filing with the Commission of the Registration Statement (including financial statements and exhibits thereto), each preliminary prospectus,

the Prospectus and each free writing prospectus, and each amendment or supplement to any of them; (ii) the printing (or reproduction)

and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Registration Statement,

each preliminary prospectus, the Prospectus and each free writing prospectus, and all amendments or supplements to any of them, as may,

in each case, be reasonably requested for use in connection with the offering and sale of the Securities; (iii) the preparation,

printing, authentication, issuance and delivery of certificates for the Securities, including any stamp or transfer taxes in connection

with the original issuance and sale of the Securities; (iv) the printing (or reproduction) and delivery of this Agreement, and all

other agreements or documents printed (or reproduced) and delivered in connection with the offering of the Securities; (v) the registration

of the Securities under the Exchange Act; (vi) any registration or qualification of the Securities for offer and sale under the securities

or Blue Sky laws of the several states (including filing fees and the reasonable fees and expenses of counsel for the Underwriters relating

to such registration and qualification); (vii) the transportation and other expenses incurred by or on behalf of Company representatives

in connection with presentations to prospective purchasers of the Securities; (viii) the fees and expenses of the Company’s

accountants and the fees and expenses of counsel (including local and special counsel) for the Company; and (ix) all other costs

and expenses incident to the performance by the Company of its obligations hereunder. It is understood, however, that except as provided

in this Section and Section 8 and the penultimate paragraph of Section 10, the Underwriters will pay all of their own costs

and expenses, including the fees and disbursements of their counsel and any advertising expenses connected with any offers they may make.

(j)  During

the period beginning on the date hereof and continuing to and including the Closing Date, not to offer, sell, contract to sell or otherwise

dispose of any debt securities of the Company or warrants to purchase or otherwise acquire debt securities of the Company substantially

similar to the Securities (other than (i) the Securities, (ii) commercial paper issued in the ordinary course of business or

(iii) securities or warrants permitted with the prior written consent of the Managers identified in Schedule I with the authorization

to release this lock-up on behalf of the Underwriters).

(k)  To

prepare a final term sheet relating to the offering of the Securities, containing only information that describes the final terms of the

Securities or the offering in a form consented to by the Managers, and to file such final term sheet within the period required by Rule 433(d)(5)(ii) under

the Securities Act following the date the final terms have been established for the offering of the Securities.

7.            Covenants

of the Underwriters. Each Underwriter severally covenants with the Company not to take any action that would result in the Company

being required to file with the Commission under Rule 433(d) a free writing prospectus prepared by or on behalf of such Underwriter

that otherwise would not be required to be filed by the Company thereunder, but for the action of the Underwriter.

8.            Indemnity

and Contribution.

(a)  The

Company agrees to indemnify and hold harmless each Underwriter, each person, if any, who controls any Underwriter within the meaning of

either Section 15 of the Securities Act or Section 20 of the Exchange Act and each affiliate of any Underwriter within the meaning

of Rule 405 under the Securities Act from and against any and all losses, claims, damages and liabilities (including, without limitation,

any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused by (i) any

untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, or caused

by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements

therein, not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary

prospectus, the Time of Sale Prospectus or any amendment or supplement thereto (to the extent amended or supplemented by the Company),

any issuer free writing prospectus as defined in Rule 433(h) under the Securities Act, any Company information that the Company

has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act, any “road show” as defined

in Rule 433(h) under the Securities Act (a “road show”), or the Prospectus or any amendment or supplement

thereto, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to

make the statements therein, in light of the circumstances under which they were made, not misleading, except insofar as such losses,

claims, damages, or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon

information relating to any Underwriter furnished to the Company in writing by such Underwriter through you expressly for use therein.

(b)  Each

Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, its officers and each person,

if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange

Act to the same extent as the

foregoing indemnity from the Company to such Underwriter, but only with reference to information relating

to such Underwriter furnished to the Company in writing by such Underwriter through you expressly for use in the Registration Statement,

any preliminary prospectus, the Time of Sale Prospectus, any issuer free writing prospectus, road show, or the Prospectus or any amendment

or supplement thereto.

case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity

may be sought pursuant to Section ‎8(a) or ‎8(b),

such person (the “indemnified party”) shall promptly notify the person against whom such indemnity may be sought (the

“indemnifying party”) in writing and the indemnifying party shall be entitled to assume the defense of all indemnified

persons in connection with such proceeding, using counsel reasonably satisfactory to the indemnified party to represent the indemnified

party and any others the indemnifying party may designate in such proceeding and shall pay the reasonable fees and disbursements of such

counsel related to such proceeding. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but

the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the

indemnified party shall have mutually agreed to the contrary, (ii) the indemnifying party has failed within a reasonable time to

retain counsel reasonably satisfactory to the indemnified party or (iii) the named parties to any such proceeding (including any

impleaded parties) include both the indemnifying party and the indemnified party and (y) representation of both parties by the same

counsel would be inappropriate due to actual or potential differing interests between them or (z) the indemnified party shall have

reasonably concluded that there may be defenses available to it that are different from, additional to, or in conflict with those available

to the indemnifying party. It is understood that the indemnifying party shall not, in respect of the legal expenses of any indemnified

party in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than

one separate firm (in addition to any local counsel) for all such indemnified parties and that all such fees and expenses shall be reimbursed

as they are incurred, but only after receipt of a reasonably detailed invoice in respect thereof. Such firm shall be designated in writing

by the Managers authorized to appoint counsel under this Section set forth in Schedule I hereto, in the case of parties indemnified

pursuant to Section ‎8(a), and by the Company, in the case of parties indemnified

pursuant to Section ‎8(b), provided, however, that in either such case, counsel shall

be reasonably acceptable to the other party. The indemnifying party shall not be liable for any settlement of any proceeding effected

without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party

agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. Notwithstanding

the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party

for fees and expenses of counsel as contemplated by the second and third sentences of this paragraph, the indemnifying party agrees that

it shall be liable for any settlement

of any proceeding effected without its written consent if (i) such settlement is entered into

more than 30 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not

have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall,

without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of

which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless

such settlement (i) includes an unconditional release of such indemnified party from all liability on claims that are the subject

matter of such proceeding and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act,

by or on behalf of any indemnified party.

(d)  To

the extent the indemnification provided for in Section ‎8(a) or ‎8(b) is

unavailable to an indemnified party or insufficient in respect of any losses, claims, damages, or liabilities referred to therein, then

each indemnifying party under such paragraph, in lieu of indemnifying such indemnified party thereunder, shall contribute to the amount

paid or payable by such indemnified party as a result of such losses, claims, damages, or liabilities (i) in such proportion as is

appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters on the other hand from the offering

of the Securities or (ii) if the allocation provided by clause ‎8(d)(i) above

is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause

‎8(d)(i) above but also the relative fault of the Company on the one hand and of

the Underwriters on the other hand in connection with the statements or omissions that resulted in such losses, claims, damages, or liabilities,

as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Underwriters

on the other hand in connection with the offering of the Securities shall be deemed to be in the same respective proportions as the net

proceeds from the offering of the Securities (before deducting expenses) received by the Company and the total underwriting discounts

and commissions received by the Underwriters bear to the aggregate initial public offering price of the Securities as set forth in the

Prospectus. The relative fault of the Company on the one hand and the Underwriters on the other hand shall be determined by reference

to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state

a material fact relates to information supplied by the Company or by the Underwriters and the parties’ relative intent, knowledge,

access to information and opportunity to correct or prevent such statement or omission. The Underwriters’ respective obligations

to contribute pursuant to this Section ‎8 are several in proportion to the respective

principal amounts of Securities they have purchased hereunder, and not joint.

(e)  The

Company and the Underwriters agree that it would not be just or equitable if contribution pursuant to this Section ‎8

were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method

of allocation that does not take account of the equitable

considerations referred to in Section ‎8(d).

The amount paid or payable by an indemnified party as a result of the losses, claims, damages and liabilities referred to in Section ‎8(d) shall

be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified

party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section ‎8,

no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Securities underwritten

by it and distributed to the public were offered to the public exceeds the amount of any damages that such Underwriter has otherwise been

required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation

(within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty

of such fraudulent misrepresentation. The remedies provided for in this Section ‎8

are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity.

(f)  The

indemnity and contribution provisions contained in this Section ‎8 and the representations,

warranties and other statements of the Company contained in this Agreement shall remain operative and in full force and effect regardless

of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of any Underwriter, any person controlling

any Underwriter or any affiliate of any Underwriter or by or on behalf of the Company, its officers or directors or any person controlling

the Company and (iii) acceptance of and payment for any of the Securities.

9.            Termination.

The Underwriters may terminate this Agreement by notice given by you to the Company, if after the execution and delivery of this Agreement

and prior to the Closing Date (i) trading generally shall have been suspended or materially limited on, or by, as the case may be,

the New York Stock Exchange or the Nasdaq Global Market, (ii) trading of any securities of the Company shall have been suspended

on the Nasdaq Global Select Market, (iii) a material disruption in securities settlement, payment, or clearance services in the United

States shall have occurred, (iv) any general moratorium on commercial banking activities shall have been declared by Federal or New

York State authorities or (v) there shall have occurred any outbreak or escalation of hostilities, or any change in financial markets

or any calamity or crisis that, in your judgment, is material and adverse and which, singly or together with any other event specified

in this Section ‎9, makes it, in your judgment, impracticable or inadvisable to proceed

with the offer, sale, or delivery of the Securities on the terms and in the manner contemplated in the Time of Sale Prospectus or the

Prospectus.

10.            Effectiveness;

Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto.

If, on the Closing

Date, any one or more of the Underwriters shall fail or refuse to purchase the Securities that it has or they have agreed to purchase

hereunder on such date, and the aggregate principal amount of the Securities which such defaulting Underwriter or Underwriters agreed

but failed or refused to purchase is not more than one-tenth of the aggregate principal amount of the Securities to be purchased on such

date, the other Underwriters shall be obligated severally in the proportions that the principal amount of Securities set forth opposite

their respective names in Schedule II bears to the aggregate principal amount of Securities set forth opposite the names of all such

non-defaulting Underwriters, or in such other proportions as you may specify, to purchase the Securities which such defaulting Underwriter

or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount of

the Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section ‎10

by an amount in excess of one-ninth of such principal amount of the Securities without the written consent of such Underwriter. If, on

the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Securities and the aggregate principal amount of the

Securities with respect to which such default occurs is more than one-tenth of the aggregate principal amount of the Securities to be

purchased on such date, and arrangements satisfactory to you and the Company for the purchase of such Securities are not made within 36

hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company.

In any such case either you or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days,

in order that the required changes, if any, in the Registration Statement, in the Time of Sale Prospectus, in the Prospectus or in any

other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from

liability in respect of any default of such Underwriter under this Agreement.

If this Agreement shall be terminated by the Underwriters,

or any of them, because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions

of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement the Company will reimburse

the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket

expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement

or the offering contemplated hereunder.

In accordance with the requirements of the USA

Patriot Act (Title III of Pub. L, 107-56 (signed into law October 26, 2001)), the Underwriters are required to obtain, verify and

record information that identifies their clients, which may include the names and addresses of their clients, as well as other information

that will allow the Underwriters to properly identify their clients.

11.            Entire

Agreement.

(a)    This

Agreement, together with any contemporaneous written agreements and any prior written agreements (to the extent not superseded by this

Agreement) that relate to the offering of the Securities, represents the entire

agreement between the Company and the Underwriters with

respect to the preparation of any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, the conduct of the offering, and

the purchase and sale of the Securities.

(b)  The

Company acknowledges that in connection with the offering of the Securities: (i) the Underwriters have acted at arms length, are

not agents of, and owe no fiduciary duties to, the Company or any other person, (ii) the Underwriters owe the Company only those

duties and obligations set forth in this Agreement and prior written agreements (to the extent not superseded by this Agreement), if any,

and (iii) the Underwriters may have interests that differ from those of the Company. The Company waives to the full extent permitted

by applicable law any claims it may have against the Underwriters arising from an alleged breach of fiduciary duty in connection with

the offering of the Securities.

12.            Counterparts.

This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall

constitute one instrument. Delivery of this Agreement by one party to the other may be made by facsimile, electronic mail (including any

electronic signature complying with the New York Electronic Signatures and Records Act (N.Y. State Tech. §§ 301-309), as amended

from time to time, or other applicable law) or other transmission method, and the parties hereto agree that any counterpart so delivered

shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

13.            Successors.

This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers, directors,

employees, affiliates and agents, and no other person will have any right or obligation hereunder. Nothing expressed or mentioned in this

Agreement is intended or shall be construed to give any other person, firm or corporation any legal or equitable right, remedy or claim

under or in respect of this Agreement or any provision herein contained. No purchaser of Securities from the Underwriters shall be deemed

to be a successor by reason merely of such purchase.

14.            Applicable

Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York.

15.            Headings.

The headings of the sections of this Agreement have been inserted for convenience of reference only and shall not be deemed a part of

this Agreement.

16.            Notices.

All communications hereunder shall be in writing and effective only upon receipt and if to the Underwriters shall be delivered, mailed

or sent to you at the addresses set forth in Schedule I hereto; and if to the Company shall be delivered, mailed or sent to the address

set forth in Schedule I hereto.

17.            Recognition

of the U.S. Special Resolution Regimes.

(a)    In

the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer

from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent

as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were

governed by the laws of the United States or a state of the United States.

(b)  In

the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under

a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted to

be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement

were governed by the laws of the United States or a state of the United States.

As used in this Section 17, “BHC

Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with,

12 U.S.C. § 1841(k); “Covered Entity” means any of the following: (i) a “covered entity” as that

term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b), (ii) a “covered bank” as that

term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b), or (iii) a “covered FSI” as

that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); “Default Right” has the meaning

assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and

“U.S. Special Resolution Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated

thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

18.            UK

Bail-in Legislation. Notwithstanding and to the exclusion of any other term of this Agreement or any other agreements, arrangements,

or understanding between the Underwriters and the Company, the Company acknowledges and accepts that a UK Bail-in Liability arising under

this Agreement may be subject to the exercise of UK Bail-in Powers by the relevant UK resolution authority, and acknowledges, accepts,

and agrees to be bound by:

(a)    the

effect of the exercise of UK Bail-in Powers by the relevant UK resolution authority in relation to any UK Bail-in Liability of the Underwriters

to the Company under this Agreement, that (without limitation) may include and result in any of the following, or some combination thereof:

(i)        the

reduction of all, or a portion, of the UK Bail-in Liability or outstanding amounts due thereon;

(ii)       the

conversion of all, or a portion, of the UK Bail-in Liability into shares, other securities or other obligations of the

Underwriters or

another person, and the issue to or conferral on the Issuer of such shares, securities or obligations;

(iii)       the

cancellation of the UK Bail-in Liability; and/or

(iv)       the

amendment or alteration of any interest, if applicable, thereon, the maturity or the dates on which any payments are due, including by

suspending payment for a temporary period; and

(b)  the

variation of the terms of this Agreement, as deemed necessary by the relevant UK resolution authority, to give effect to the exercise

of UK Bail-in Powers by the relevant UK resolution authority.

For purposes of this Section 18 concerning

UK Bail-in Legislation, the following definitions shall apply:

“UK Bail-in Legislation” means

Part I of the UK Banking Act 2009 and any other law or regulation applicable in the UK relating to the resolution of unsound or failing

banks, investment firms or other financial institutions or their affiliates (otherwise than through liquidation, administration or other

insolvency proceedings).

“UK Bail-in Powers” means the

powers under the UK Bail-in Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or affiliate

of a bank or investment firm, to cancel, reduce, modify or change the form of a liability of such a person or any contract or instrument

under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any

other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it to suspend any

obligation in respect of that liability.

“UK Bail-in Liability” means

a liability in respect of which the UK Bail-in Powers may be exercised.

Very truly yours,

Amazon.com, Inc.

By:

/s/ Antonio Masone

Name:

Antonio Masone

Title:

Vice President and Treasurer

[Signature Page to Underwriting Agreement]

Accepted as of the date hereof

By:

Barclays Capital Inc.

By:

/s/ Matt Gannon

Name:

Matt Gannon

Title:

Managing Director

[Signature Page to Underwriting Agreement]

Accepted as of the date hereof

By:

Goldman Sachs & Co. LLC

By:

/s/ Kevin Dirkse

Name:

Kevin Dirkse

Title:

Managing Director

[Signature Page to Underwriting Agreement]

Accepted as of the date hereof

By:

J.P. Morgan Securities LLC

By:

/s/ Saee Athalye

Name:

Saee Athalye

Title:

Vice President

[Signature Page to Underwriting Agreement]

Accepted as of the date hereof

By:

Morgan Stanley & Co. LLC

By:

/s/ Julie Blanco

Name:

Julie Blanco

Title:

Executive Director

[Signature Page to Underwriting Agreement]

SCHEDULE I

Managers:

Managers

authorized to release lock-up under Section 6(j):

Barclays Capital Inc.

Goldman Sachs & Co. LLC

J.P. Morgan Securities LLC

Morgan Stanley & Co. LLC

Managers

authorized to appoint counsel under Section ‎8(c):

Barclays Capital Inc.

Goldman Sachs & Co. LLC

J.P. Morgan Securities LLC

Morgan Stanley & Co. LLC

Indenture:

Indenture dated as of November 29, 2012, between the Company and the Trustee, as amended by Supplemental Indenture No. 1, dated as of April 13, 2022

Trustee:

Computershare Trust Company, National Association

Registration Statement File No.:

333-293246

Time of Sale Prospectus:

1.      Basic

Prospectus dated February 6, 2026, relating to the Shelf Securities

2.      the

preliminary prospectus supplement dated July 7, 2026, relating to the Securities

3.      free

writing prospectus dated July 7, 2026, containing a description of certain terms filed by  the Company under Rule 433(d) of

the Securities Act

Securities to be purchased:

Floating Rate Notes Due 2029

4.600% Notes Due 2029

4.800% Notes Due 2031

5.100% Notes Due 2033

5.300% Notes Due 2036

6.000% Notes Due 2046

6.100% Notes Due 2056

6.250% Notes Due 2066

Aggregate Principal Amount:

$750,000,000 of Floating Rate Notes Due 2029

$3,500,000,000 of 4.600% Notes Due 2029

$4,250,000,000 of 4.800% Notes Due 2031

$3,000,000,000 of 5.100% Notes

Due 2033

$4,500,000,000 of 5.300% Notes

Due 2036

$2,750,000,000 of 6.000% Notes

Due 2046

$4,000,000,000 of 6.100% Notes

Due 2056

$2,250,000,000 of 6.250% Notes

Due 2066

Purchase Price:

99.900% of the principal amount

of the Floating Rate Notes Due 2029, plus accrued interest, if any, from July 9, 2026

99.872% of the principal amount

of the 4.600% Notes Due 2029, plus accrued interest, if any, from July 9, 2026

99.753% of the principal amount

of the 4.800% Notes Due 2031, plus accrued interest, if any, from July 9, 2026

99.833% of the principal amount

of the 5.100% Notes Due 2033, plus accrued interest, if any, from July 9, 2026

99.486% of the principal amount

of the 5.300% Notes Due 2036, plus accrued interest, if any, from July 9, 2026

99.170% of the principal amount

of the 6.000% Notes Due 2046, plus accrued interest, if any, from July 9, 2026

98.960% of the principal amount

of the 6.100% Notes Due 2056, plus accrued interest, if any, from July 9, 2026

98.916% of the principal amount of the

6.250% Notes Due 2066, plus accrued interest, if any, from July 9, 2026

Maturity:

Floating Rate Notes Due 2029: July 9,

2029

4.600% Notes Due 2029: July 9,

2029

4.800% Notes Due 2031: July 9,

2031

5.100% Notes Due 2033: July 9,

2033

5.300% Notes Due 2036: July 9,

2036

6.000% Notes Due 2046: July 9,

2046

6.100% Notes Due 2056: July 9,

2056

6.250% Notes Due 2066: July 9,

2066

Interest Rate:

Floating Rate Notes Due 2029: Compounded

SOFR, reset quarterly, on each floating rate

interest payment date plus 0.58% per annum

4.600% Notes Due 2029: 4.600%

per annum,

accruing from July 9, 2026

4.800% Notes Due 2031: 4.800%

per annum,

accruing from July 9, 2026

5.100% Notes Due 2033: 5.100%

per annum,

accruing from July 9, 2026

5.300% Notes Due 2036: 5.300%

per annum,

accruing from July 9, 2026

6.000% Notes Due 2046: 6.000%

per annum,

accruing from July 9, 2026

6.100% Notes Due 2056: 6.100%

per annum,

accruing from July 9, 2026

6.250% Notes Due 2066: 6.250%

per annum,

accruing from July 9, 2026

Interest Payment Dates:

In the case of the Floating Rate Notes

due 2029, quarterly in arrears on January 9, April 9, July 9, and October 9 of each year, beginning on October 9,

2026. If any floating rate interest payment date (other than the maturity date of the Floating Rate Notes due 2029) falls on a

day that is not a business day, the applicable floating rate interest payment date will be the next succeeding business day unless that

business day is in the next succeeding calendar month, in which case the applicable floating rate interest payment date will be the immediately

preceding business day.

The term “business day” means any

day, other than a Saturday or Sunday, which is not a day on which banking institutions in the City of New York are authorized or required

by law or executive order to close.

In the case of the

2029 Notes, the 2031 Notes, the 2033 Notes, the 2036 Notes, the 2046 Notes, the 2056 Notes, and the 2066 Notes, semi-annually in

arrears on January 9 and July 9 of each year, beginning on January 9, 2027.

Closing Date and Time:

July 9, 2026, 10:00 a.m. New York City time

Closing Location:

Davis Polk & Wardwell LLP

900 Middlefield Road

Redwood City, California 94063

Address for Notices to Underwriters:

Barclays Capital Inc.

745 Seventh Avenue

New York, New York 10019

Attention: Syndicate Registration

Facsimile: (646) 834-8133

Goldman Sachs & Co. LLC

200 West Street

New York, New York 10282

Attention: Registration Department

Facsimile: (212) 902-9316

Email: registration-syndops@ny.email.gs.com

J.P. Morgan Securities LLC

270 Park Avenue

New York, New York 10017

Attention: Investment Grade Syndicate Desk

Facsimile: (212) 834-6081

Morgan Stanley & Co. LLC

1585 Broadway, 29th Floor

New York, New York 10036

Attention: Investment Banking Division

Facsimile: (212) 507-8999

Address for Notices to the Company:

Amazon.com, Inc.

410 Terry Avenue North

Seattle, Washington 98109

Attention: General Counsel

SCHEDULE II

Underwriter

Principal

Amount of

Floating

Rate Notes

due 2029

Principal

Amount of

2029 Notes

Principal

Amount of

2031 Notes

Principal

Amount of

2033 Notes

Principal

Amount of

2036 Notes

Principal

Amount of

2046 Notes

Principal

Amount of

2056 Notes

Principal

Amount of

2066 Notes

Barclays Capital Inc.

86,250,000

402,500,000

488,750,000

345,000,000

517,500,000

316,250,000

460,000,000

258,750,000

Goldman Sachs & Co. LLC

86,250,000

402,500,000

488,750,000

345,000,000

517,500,000

316,250,000

460,000,000

258,750,000

J.P. Morgan Securities LLC

86,250,000

402,500,000

488,750,000

345,000,000

517,500,000

316,250,000

460,000,000

258,750,000

Morgan Stanley & Co. LLC

86,250,000

402,500,000

488,750,000

345,000,000

517,500,000

316,250,000

460,000,000

258,750,000

BofA Securities, Inc.

37,500,000

175,000,000

212,500,000

150,000,000

225,000,000

137,500,000

200,000,000

112,500,000

Citigroup Global Markets Inc.

37,500,000

175,000,000

212,500,000

150,000,000

225,000,000

137,500,000

200,000,000

112,500,000

HSBC Securities (USA) Inc.

37,500,000

175,000,000

212,500,000

150,000,000

225,000,000

137,500,000

200,000,000

112,500,000

Wells Fargo Securities, LLC

37,500,000

175,000,000

212,500,000

150,000,000

225,000,000

137,500,000

200,000,000

112,500,000

Deutsche Bank Securities Inc.

30,000,000

140,000,000

170,000,000

120,000,000

180,000,000

110,000,000

160,000,000

90,000,000

BNP Paribas Securities Corp.

22,500,000

105,000,000

127,500,000

90,000,000

135,000,000

82,500,000

120,000,000

67,500,000

RBC Capital Markets, LLC

22,500,000

105,000,000

127,500,000

90,000,000

135,000,000

82,500,000

120,000,000

67,500,000

Scotia Capital (USA) Inc.

22,500,000

105,000,000

127,500,000

90,000,000

135,000,000

82,500,000

120,000,000

67,500,000

SG Americas Securities, LLC

22,500,000

105,000,000

127,500,000

90,000,000

135,000,000

82,500,000

120,000,000

67,500,000

TD Securities (USA)

LLC

$ 22,500,000

$ 105,000,000

$ 127,500,000

$ 90,000,000

$ 135,000,000

$ 82,500,000

$ 120,000,000

$ 67,500,000

Bank of China (Europe) S.A.

$ 11,250,000

$ 52,500,000

$ 63,750,000

$ 45,000,000

$ 67,500,000

$ 41,250,000

$ 60,000,000

$ 33,750,000

BBVA Securities Inc.

$ 11,250,000

$ 52,500,000

$ 63,750,000

$ 45,000,000

$ 67,500,000

$ 41,250,000

$ 60,000,000

$ 33,750,000

NatWest Markets Securities Inc.

$ 11,250,000

$ 52,500,000

$ 63,750,000

$ 45,000,000

$ 67,500,000

$ 41,250,000

$ 60,000,000

$ 33,750,000

Santander US Capital Markets

LLC

$ 11,250,000

$ 52,500,000

$ 63,750,000

$ 45,000,000

$ 67,500,000

$ 41,250,000

$ 60,000,000

$ 33,750,000

Standard Chartered Bank

$ 11,250,000

$ 52,500,000

$ 63,750,000

$ 45,000,000

$ 67,500,000

$ 41,250,000

$ 60,000,000

$ 33,750,000

U.S. Bancorp Investments, Inc.

$ 11,250,000

$ 52,500,000

$ 63,750,000

$ 45,000,000

$ 67,500,000

$ 41,250,000

$ 60,000,000

$ 33,750,000

ING Financial Markets LLC

$ 3,750,000

$ 17,500,000

$ 21,250,000

$ 15,000,000

$ 22,500,000

$ 13,750,000

$ 20,000,000

$ 11,250,000

Intesa Sanpaolo IMI Securities

Corp.

$ 3,750,000

$ 17,500,000

$ 21,250,000

$ 15,000,000

$ 22,500,000

$ 13,750,000

$ 20,000,000

$ 11,250,000

Mizuho Securities USA LLC

$ 3,750,000

$ 17,500,000

$ 21,250,000

$ 15,000,000

$ 22,500,000

$ 13,750,000

$ 20,000,000

$ 11,250,000

PNC Capital Markets LLC

$ 3,750,000

$ 17,500,000

$ 21,250,000

$ 15,000,000

$ 22,500,000

$ 13,750,000

$ 20,000,000

$ 11,250,000

SMBC Nikko Securities America, Inc.

$ 3,750,000

$ 17,500,000

$ 21,250,000

$ 15,000,000

$ 22,500,000

$ 13,750,000

$ 20,000,000

$ 11,250,000

UniCredit Capital Markets LLC

$ 3,750,000

$ 17,500,000

$ 21,250,000

$ 15,000,000

$ 22,500,000

$ 13,750,000

$ 20,000,000

$ 11,250,000

Academy Securities, Inc.

$ 3,150,000

$ 14,700,000

$ 17,850,000

$ 12,600,000

$ 18,900,000

$ 11,550,000

$ 16,800,000

$ 9,450,000

Drexel Hamilton, LLC

$ 3,150,000

$ 14,700,000

$ 17,850,000

$ 12,600,000

$ 18,900,000

$ 11,550,000

$ 16,800,000

$ 9,450,000

Loop Capital Markets LLC

$ 3,150,000

$ 14,700,000

$ 17,850,000

$ 12,600,000

$ 18,900,000

$ 11,550,000

$ 16,800,000

$ 9,450,000

R. Seelaus & Co., LLC

$ 3,150,000

$ 14,700,000

$ 17,850,000

$ 12,600,000

$ 18,900,000

$ 11,550,000

$ 16,800,000

$ 9,450,000

Samuel A. Ramirez &

Company, Inc.

$ 3,150,000

$ 14,700,000

$ 17,850,000

$ 12,600,000

$ 18,900,000

$ 11,550,000

$ 16,800,000

$ 9,450,000

Siebert Williams Shank &

Co., LLC

$ 3,150,000

$ 14,700,000

$ 17,850,000

$ 12,600,000

$ 18,900,000

$ 11,550,000

$ 16,800,000

$ 9,450,000

CastleOak Securities, L.P.

$ 1,800,000

$ 8,400,000

$ 10,200,000

$ 7,200,000

$ 10,800,000

$ 6,600,000

$ 9,600,000

$ 5,400,000

Independence Point Securities

LLC

$ 1,800,000

$ 8,400,000

$ 10,200,000

$ 7,200,000

$ 10,800,000

$ 6,600,000

$ 9,600,000

$ 5,400,000

Total

$ 750,000,000

$ 3,500,000,000

$ 4,250,000,000

$ 3,000,000,000

$ 4,500,000,000

$ 2,750,000,000

$ 4,000,000,000

$ 2,250,000,000

EX-4.1 — EXHIBIT 4.1

EX-4.1

Filename: tm2619352d4_ex4-1.htm · Sequence: 3

Exhibit 4.1

AMAZON.COM, INC.

officers’

certificate establishing the terms of notes

July 9, 2026

We, Antonio Masone and Susan

K. Jong, the Vice President and Treasurer and the Vice President & Associate General Counsel and Secretary, respectively, of

Amazon.com, Inc., a corporation organized under the laws of the State of Delaware (the “Company”), do hereby

certify in the name of and on behalf of the Company as follows:

1.             The

Underwriting Agreement, dated July 7, 2026, among the Company and Barclays Capital Inc., Goldman Sachs & Co. LLC, J.P.

Morgan Securities LLC, and Morgan Stanley & Co. LLC, as managers of the several underwriters named in Schedule II therein,

in the form executed by Antonio Masone and the transactions contemplated thereby are hereby approved and ratified in all respects.

2.             The

Prospectus of the Company dated February 6, 2026, as supplemented by the Preliminary Prospectus Supplement dated July 7, 2026,

the Free Writing Prospectus dated July 7, 2026, and the Final Prospectus Supplement dated July 7, 2026, and the offering of

securities contemplated thereby, is hereby approved and ratified in all respects.

3.             With

reference to the Indenture entered into pursuant to the Trust Indenture Act of 1939, as amended, between the Company and Wells Fargo

Bank, National Association, as indenture trustee (the “Prior Trustee”), dated as of November 29, 2012 (the “Base

Indenture”), as amended and supplemented by Supplemental Indenture No. 1 dated as of April 13, 2022 (the “Supplemental

Indenture” and, together with the Base Indenture, the “Indenture”), among the Company, the Prior Trustee,

as prior trustee, and Computershare Trust Company, National Association, as successor trustee (the “Trustee”),

this Officers’ Certificate hereby establishes the terms of each series of Notes (as defined herein) pursuant to Section 2.2

of the Indenture (this “Officers’ Certificate”). The undersigned have read the provisions of the Indenture

relating to the establishment of the series of securities to be authenticated and delivered thereunder, including Sections 2.1, 2.2,

2.3, 10.3, and 10.4 of the Base Indenture and the definitions related thereto, as well as such other documents as they have deemed necessary

or appropriate, and otherwise made such examination or investigation as is necessary, to enable them to express an informed opinion as

to whether or not such covenant or condition has been complied with. Capitalized terms used but not defined in this Officers’ Certificate

are used as defined in the Indenture.

4.             The

review of such provisions was undertaken in order to permit the undersigned to certify whether all conditions precedent (including any

covenants, compliance with which constitute conditions precedent) provided for in the Indenture, for the establishment of the Notes as

eight separate series of securities, the form and terms of which are set forth below, and the authentication and delivery thereof have

been complied with.

5.             Accordingly,

in the opinion of the undersigned, all conditions precedent under the Indenture to the execution, authentication, and the delivery of

the Securities have been complied with.

- 1 -

6.             There

is hereby established the following series of securities of the Company for issuance under the Indenture as follows:

(a) The titles of such series of Securities

shall be the “Floating Rate Notes due 2029” (the “Floating Rate

Notes”), the “4.600% Notes due 2029” (the “2029 Notes”),

the “4.800% Notes due 2031” (the “2031 Notes”), the “5.100%

Notes due 2033” (the “2033 Notes”), the “5.300% Notes

due 2036” (the “2036 Notes”), the “6.000% Notes due 2046”

(the “2046 Notes”), the “6.100% Notes due 2056” (the “2056

Notes”), and the “6.250% Notes due 2066” (the “2066 Notes”

and, together with the 2029 Notes, the 2031 Notes, the 2033 Notes, the 2036 Notes, the 2046

Notes, and the 2056 Notes, the “Fixed Rate Notes”). The Floating

Rate Notes and Fixed Rate Notes are collectively referred to as the “Notes.”

(b) The aggregate principal amount of the Notes

that may be authenticated and delivered under the Indenture shall be $750,000,000 aggregate

principal amount of the Floating Rate Notes, $3,500,000,000 aggregate principal amount of

the 2029 Notes, $4,250,000,000 aggregate principal amount of the 2031 Notes, $3,000,000,000

aggregate principal amount of the 2033 Notes, $4,500,000,000 aggregate principal amount of

the 2036 Notes, $2,750,000,000 aggregate principal amount of the 2046 Notes, $4,000,000,000

aggregate principal amount of the 2056 Notes, and $2,250,000,000 aggregate principal amount

of the 2066 Notes (except for Notes authenticated and delivered upon registration of, transfer

of, or in exchange for, or in lieu of, other Notes pursuant to Sections 2.7, 2.8, 2.11, 3.6,

and 9.6 of the Base Indenture).

the principal amount of the outstanding Floating Rate Notes shall be payable on July 9,

2029 (the “Floating Rate Notes Stated Maturity”), 2029 Notes shall

be payable on July 9, 2029 (the “2029 Stated Maturity”), 2031

Notes shall be payable on July 9, 2031 (the “2031 Stated Maturity”),

2033 Notes shall be payable on July 9, 2033 (the “2033 Stated Maturity”),

2036 Notes shall be payable on July 9, 2036 (the “2036 Stated Maturity”),

2046 Notes shall be payable on July 9, 2046 (the “2046 Stated Maturity”),

2056 Notes shall be payable on July 9, 2056 (the “2056 Stated Maturity”),

and 2066 Notes shall be payable on July 9, 2066 (the “2066 Stated Maturity”

and, together with the Floating Rate Notes Stated Maturity, the 2029 Stated Maturity, the

2031 Stated Maturity, the 2033 Stated Maturity, the 2036 Stated Maturity, the 2046 Stated

Maturity, and the 2056 Stated Maturity, the “Stated Maturities”).

(d) The Floating Rate Notes shall bear interest

at a floating rate equal to Compounded SOFR (as defined in the form of Floating Rate Note

attached hereto as Exhibit A), reset quarterly, plus 0.58% per annum. The 2029 Notes

shall bear interest at the rate of 4.600% per annum, the 2031 Notes shall bear interest at

the rate of 4.800% per annum, the 2033 Notes shall

bear interest at the rate of 5.100%

per annum, the 2036 Notes shall bear interest at the rate of 5.300% per annum, the 2046 Notes shall bear interest at the rate of 6.000%

per annum, the 2056 Notes shall bear interest at the rate of 6.100% per annum, and the 2066 Notes shall bear interest at the rate of

6.250% per annum.

Interest on the Notes issued on the

date hereof shall accrue from July 9, 2026. Interest on the Floating Rate Notes shall be payable quarterly in arrears each January 9,

April 9, July 9, and October 9 (each, a “Floating Rate Notes Interest Payment Date”), beginning on

October 9, 2026 to the holders of record as of the close of business on each December 25, March 25, June 24, and

September 24, as the case may be, next preceding the relevant Floating Rate Notes Interest Payment Date, except that the Company

will pay interest at the applicable Floating Rate Notes Stated Maturity to the person or persons to whom principal is payable. The amount

of interest accrued and payable on the Floating Rate Notes for each Floating Rate Notes Interest Payment Date shall be equal to the product

of (i) the outstanding principal amount of the Floating Rate Notes multiplied by (ii) the product of (a) the interest

rate for the relevant Floating Rate Interest Period (as defined in the form of Floating Rate Note attached hereto as Exhibit A)

multiplied by (b) the quotient of the actual number of calendar days in such Floating Rate Interest Period divided by 360. In no

event shall the interest on the Floating Rate Notes be less than zero.

If any Floating Rate Notes Interest

Payment Date (other than the Floating Rate Notes Stated Maturity) falls on a day that is not a Business Day, the applicable Floating

Rate Notes Interest Payment Date (other than the Floating Rate Notes Stated Maturity) shall be the next succeeding Business Day unless

that Business Day is in the next succeeding calendar month, in which case the applicable Floating Rate Notes Interest Payment Date (other

than the Floating Rate Notes Stated Maturity) shall be the immediately preceding Business Day. If the Floating Rate Notes Stated Maturity

or earlier date of redemption of the Floating Rate Notes is not a Business Day, the required payment shall be made on the next Business

Day as if it were made on the date the payment was due and no additional interest will accrue on the amount so payable for the period

from and after such Stated Maturity or such date of redemption, as the case may be.

Interest on the Fixed Rate Notes shall

be payable semi-annually in arrears each January 9 and July 9 (together with the Floating Rate Notes Interest Payment Date,

each, an “Interest Payment Date”), beginning on January 9, 2027 to the holders of record as of the close of business

on each December 25 and June 24, as the case may be, next preceding the relevant Interest Payment Date of such series of Notes,

except that the Company will pay interest at the applicable Stated Maturity of the Fixed Rate Notes to the person or persons to whom

principal is payable. Interest on the Notes will be paid on the basis of a 360-day year comprised of twelve 30-day months.

If any date on which interest is payable

on the Fixed Rate Notes (other than the applicable Stated Maturity or any earlier date of redemption) is not a Business Day, the payment

of the interest payable on that date will be made on the next day that is a Business Day, without any interest or other payment in respect

of the delay, with the same force and effect as if made on the scheduled payment date. If any Stated Maturity or earlier date of redemption

of the on the Fixed Rate Notes is not a Business Day, the required payment shall be made on the next Business Day as if it were made

on the date the payment was due and no additional interest will accrue on the amount so payable for the period from and after such Stated

Maturity or such date of redemption, as the case may be.

(e) The place or places where the principal

of and interest on the Notes shall be payable, where they may be surrendered for registration

of transfer or exchange, and where notices and demands to or upon the Company may be served

in respect of the Notes and the Indenture shall be the Corporate Trust Office of the Trustee,

or at any other place as the Company may designate.

(f) Each series of the Fixed Rate Notes may

be redeemed in whole at any time or in part from time to time prior to the applicable Par

Call Date as defined herein at the Company’s option (the date of such redemption, the “Make-Whole

Redemption Date”), at a redemption price (expressed as a percentage of principal

amount and rounded to three decimal places) equal to the greater of: (i) (A) the

sum of the present values of the remaining scheduled payments of principal and interest thereon

discounted to the Make-Whole Redemption Date (assuming such Fixed Rate Notes matured on the

applicable Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve

30-day months) at the Treasury Rate (as defined herein) plus 10.0 basis points in the case

of the 2029 Notes, plus 10.0 basis points in the case of the 2031 Notes, plus 15.0 basis

points in the case of the 2033 Notes, plus 15.0 basis points in the case of the 2036 Notes,

plus 15.0 basis points in the case of the 2046 Notes, plus 20.0 basis points in the case

of the 2056 Notes, and plus 20.0 basis points in the case of the 2066 Notes, less (B) interest

accrued and unpaid thereon to, but not including, the applicable Make-Whole Redemption Date,

and (ii) 100% of the principal amount of the Fixed Rate Notes of the applicable series

to be redeemed, plus, in either case, accrued and unpaid interest thereon, if any, to, but

not including, the applicable Make-Whole Redemption Date.

On or after the applicable Par Call

Date, the Company may redeem each series of the Fixed Rate Notes, in whole or in part, at any time and from time to time, at a redemption

price equal to 100% of the principal amount of the Fixed Rate Notes being redeemed plus accrued and unpaid interest thereon to, but not

including, the date of redemption (such date, and any Make-Whole Redemption Date, a “Redemption Date”). The Company

shall be responsible for calculating the applicable redemption price.

Notwithstanding the foregoing, installments

of interest on Fixed Rate Notes that are due and payable on Interest Payment Dates falling on or prior to a Redemption Date will be payable

on the Interest Payment Date to the registered Holders as of the close of business on the relevant record date according to the Fixed

Rate Notes and the Indenture.

If money sufficient to pay the redemption

price of and accrued interest on the series of Fixed Rate Notes (or portions thereof) to be redeemed on the Redemption Date is deposited

with the Trustee or the Paying Agent on or before 11:00 a.m. New York City time on the Redemption Date and certain other conditions

are satisfied, then on and after the Redemption Date and certain other conditions are satisfied, interest will cease to accrue on such

Fixed Rate Notes (or such portion thereof) called for redemption and such Fixed Rate Notes will cease to be outstanding. If any Redemption

Date is not a Business Day, the Company will pay the redemption price on the next Business Day without any interest or other payment

due to the delay.

If fewer than all of the Fixed Rate

Notes of a series are to be redeemed, the Trustee will select the Fixed Rate Notes of such series to be redeemed pro rata by lot or by

such other method as the Trustee in its sole discretion deems appropriate and fair. For so long as the Fixed Rate Notes are held in the

form of Global Securities, the redemption of the Fixed Rate Notes shall be in accordance with the Depositary’s applicable procedures

unless otherwise required by law or applicable stock exchange. Fixed Rate Notes of $2,000 principal amount or less will not be redeemed

in part. If any Fixed Rate Note is to be redeemed in part only, the notice of redemption that relates to such Fixed Rate Note will state

the portion of the principal amount of the Fixed Rate Notes to be redeemed. A new note in a principal amount equal to the unredeemed

portion of the Fixed Rate Note will be issued in the name of the holder of the Fixed Rate Note upon surrender for cancellation of the

original Fixed Rate Note.

Notice of any redemption shall be electronically

delivered or mailed in accordance with Section 10.1 of the Base Indenture at least 10 days but not more than 60 days before the

Redemption Date to each Holder of the Fixed Rate Notes to be redeemed. Such notice shall state the redemption price (if known) or the

formula pursuant to which the redemption price is to be determined if the redemption price cannot be determined at the time the notice

is given. If the redemption price cannot be determined at the time such notice is to be given, the actual redemption price, calculated

as set forth in this Officers’ Certificate, shall be set forth in an Officers’ Certificate of the Company delivered to the

Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture,

the Fixed Rate Notes called for redemption shall become due and payable on the Redemption Date and at the applicable redemption price.

Notice of any redemption of the Fixed

Rate Notes of a series in connection with a transaction or an event may, at the Company’s discretion, be given prior to the completion

or the occurrence thereof. Any redemption or notice may, at the Company’s discretion, be subject to one or more conditions precedent,

including, but not limited to, completion or occurrence of a related transaction or event. At the Company’s discretion, the Redemption

Date may be delayed until such time as any or all such conditions shall be satisfied, or such redemption may not occur and such notice

may be rescinded in the event that any or all such conditions shall not have been satisfied by the Redemption Date, or by the Redemption

Date as so delayed. The Company shall provide written notice to the Trustee prior to the close of business two Business Days prior to

the Redemption Date if any such redemption has been rescinded or delayed, and upon receipt the Trustee shall provide such notice to each

Holder of the Fixed Rate Notes subject to such redemption notice in the same manner in which the notice of redemption was given.

“Par Call Date”

means, in the case of the 2029 Notes, June 9, 2029 (the date that is one month prior to the 2029 Stated Maturity), in the case of

the 2031 Notes, June 9, 2031 (the date that is one month prior to the 2031 Stated Maturity), in the case of the 2033 Notes, May 9,

2033 (the date that is two months prior to the 2033 Stated Maturity), in the case of the 2036 Notes, April 9, 2036 (the date that

is three months prior to the 2036 Stated Maturity), in the case of the 2046 Notes, January 9, 2046 (the date that is six months

prior to the 2046 Stated Maturity), in the case of the 2056 Notes, January 9, 2056 (the date that is six months prior to the 2056

Stated Maturity), and, in the case of the 2066 Notes, January 9, 2066 (the date that is six months prior to the 2066 Stated Maturity).

“Treasury Rate”

means, with respect to any Make-Whole Redemption Date, the yield determined by the Company in accordance with the following two paragraphs.

The Treasury Rate shall be determined

by the Company after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the

Board of Governors of the Federal Reserve System), on the third Business Day preceding the applicable Make-Whole Redemption Date based

upon the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release published

by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily) - H.15” (or any successor

designation or publication) (“H.15”) under the caption “U.S. government securities–Treasury constant maturities–Nominal”

(or any successor caption or heading) (“H.15 TCM”). In determining the Treasury Rate, the Company shall select, as

applicable: (i) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the applicable Make-Whole

Redemption Date to the applicable Par Call Date (the “Remaining

Life”); or (ii) if

there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields – one yield corresponding

to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15

immediately longer than the Remaining Life – and shall interpolate to the applicable Par Call Date on a straight-line basis (using

the actual number of days) using such yields and rounding the result to three decimal places; or (iii) if there is no such Treasury

constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15

closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall

be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity

from the applicable Make-Whole Redemption Date.

If on the third Business Day preceding

the applicable Make-Whole Redemption Date H.15 TCM is no longer published, the Company shall calculate the Treasury Rate based on the

rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second Business Day preceding

such Make-Whole Redemption Date of the United States Treasury security maturing on, or with a maturity that is closest to, the applicable

Par Call Date, as applicable. If there is no United States Treasury security maturing on the applicable Par Call Date but there are two

or more United States Treasury securities with a maturity date equally distant from the applicable Par Call Date, one with a maturity

date preceding the applicable Par Call Date and one with a maturity date following the applicable Par Call Date, the Company shall select

the United States Treasury security with a maturity date preceding the applicable Par Call Date. If there are two or more United States

Treasury securities maturing on the applicable Par Call Date or two or more United States Treasury securities meeting the criteria of

the preceding sentence, the Company shall select from among these two or more United States Treasury securities the United States Treasury

security that is trading closest to par based upon the average of the bid and asked prices for such United States Treasury securities

at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield

to maturity of the applicable United States Treasury security shall be based upon the average of the bid and asked prices (expressed

as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three

decimal places.

The Company’s actions and determinations

in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error.

(g) The Floating Rate Notes shall not be redeemable prior to the Floating

Rate Notes Stated Maturity.

(h) The Notes shall be issuable in minimum denominations

of $2,000 and in integral multiples of $1,000 in excess thereof.

(i) There is no sinking fund for the Notes.

(j) The Notes shall be issued in the form of

one or more Global Securities.

(k) The Depositary shall be The Depository Trust

Company.

(l) The amount of payments of principal or interest

shall not be determined with reference to an index, formula, or other similar method.

(m) The provisions of Section 8.1 of the

Base Indenture shall apply to the Notes.

(n) The Notes shall be Unrestricted Securities

and shall be registered with the Securities and Exchange Commission pursuant to a registration

statement on Form S-3 under the Securities Act of 1933, as amended.

(o) The principal of and interest on the Notes

shall be payable only in Dollars.

(p) The Notes shall not be convertible into

common stock of the Company.

(q) The terms of the Floating Rate Notes, the

2029 Notes, the 2031 Notes, the 2033 Notes, the 2036 Notes, the 2046 Notes, the 2056 Notes,

and the 2066 Notes shall include such other terms as set forth in the form of Floating Rate

Note, form of 2029 Note, form of 2031 Note, form of 2033 Note, form of 2036 Note, form of

2046 Note, form of 2056 Note, and form of 2066 Note, respectively, attached hereto as Exhibits

A, B, C, D, E, F, G, and H.

7.             This

Officers’ Certificate and any other documents delivered in connection with this transaction shall be valid, binding, and enforceable

against a party only when executed and delivered by an authorized individual on behalf of the party by means of (i) any electronic

signature permitted by the federal Electronic Signatures in Global and National Commerce Act, state enactments of the Uniform Electronic

Transactions Act, and/or any other relevant electronic signatures law; (ii) an original manual signature; or (iii) a scanned

manual signature. Each electronic signature or scanned manual signature shall for all purposes have the same validity, legal effect,

and admissibility in evidence as an original manual signature. Each party hereto shall be entitled to conclusively rely upon and shall

have no liability with respect to a scanned or other electronic signature of any party and shall have no duty to investigate, confirm,

or otherwise verify the validity or authenticity thereof. This Officers’ Certificate may be executed in any number of counterparts,

each of which shall be deemed to be an original, but such counterparts shall, together, constitute one and the same instrument.

IN WITNESS WHEREOF, the undersigned

have executed this Certificate as of the date first written above.

AMAZON.COM, INC.

By:

/s/ Antonio Masone

Name: Antonio Masone

Title: Vice President and Treasurer

By:

/s/ Susan K. Jong

Name: Susan K. Jong

Title: Vice President & Associate General Counsel and Secretary

[Signature Page to the Officers’

Certificate (Indenture)]

Exhibit A

Form of Floating Rate Note

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE

MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITARY OR A NOMINEE OF THE DEPOSITARY. THIS

SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED

CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY,

BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR

DEPOSITARY OR A NOMINEE OF SUCH A SUCCESSOR DEPOSITARY.

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED

REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION

OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED

BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN

AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH

AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS A BENEFICIAL INTEREST HEREIN.

TRANSFERS OF THIS NOTE ARE LIMITED TO TRANSFERS

IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF

THIS GLOBAL SECURITY ARE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE TRANSFER PROVISIONS OF THE INDENTURE.

IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL

DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE

TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.

- 1 -

AMAZON.COM, INC.

Floating Rate Notes due 2029

No.

CUSIP No. 023135EA0

ISIN No. US023135EA04

AMAZON.COM, INC., a Delaware corporation

(the “Issuer”), for value received promises to pay to CEDE & CO. or registered assigns the principal sum

of on July 9, 2029 (the “Stated Maturity”).

Interest Payment Dates: January 9, April 9,

July 9, and October 9 (each, an “Interest Payment Date”), commencing on October 9, 2026.

Interest Record Dates: December 25, March 25,

June 24, and September 24 (each, a “Regular Record Date”).

Reference is made to the further provisions of

this Note contained herein (the “Note”), which will for all purposes have the same effect as if set forth at this

place.

Signature Page Follows

- 2 -

IN WITNESS WHEREOF, the Issuer has caused this

instrument to be duly executed.

AMAZON.COM, INC.

By:

Name:

Title:

- 3 -

CERTIFICATE OF AUTHENTICATION

This is one of the Notes of the series designated

therein described in the within-mentioned Indenture.

Dated: __________________, 2026.

COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION,

as Trustee

By:

Authorized Signatory

- 4 -

(REVERSE OF NOTE)

AMAZON.COM, INC.

Floating Rate Notes due 2029

1.             Interest.

Amazon.com, Inc. (the “Issuer”)

promises to pay interest on the principal amount of this Note at a floating rate equal to Compounded SOFR, reset quarterly, plus 0.58%

per annum, computed on the basis of a 360-day year for the actual number of days elapsed during the period. Cash interest on the Notes

will accrue from and including the most recent Interest Payment Date; or, if no interest has been paid, from July 9, 2026. The Issuer

will pay interest on the Notes quarterly in arrears on each Interest Payment Date, beginning on October 9, 2026, subject to adjustment

as provided below if any such date is not a Business Day, and at the Stated Maturity, to the record holders at the close of business

on the preceding Regular Record Date of the applicable Interest Payment Date (whether or not a Business Day).

The interest rate for any Floating Rate

Interest Period (as defined herein) shall be Compounded SOFR as determined on the applicable Floating Rate Interest Determination Date

(as defined herein), plus 0.58% per annum. On each Floating Rate Interest Determination Date relating to the applicable Interest Payment

Date, the calculation agent for the Notes (the “Calculation Agent”) will calculate the amount of accrued interest

payable on the Notes by multiplying (i) the outstanding principal amount of the Notes by (ii) the product of (a) the interest

rate for the relevant Floating Rate Interest Period multiplied by (b) the quotient of the actual number of calendar days in such

Floating Rate Interest Period divided by 360. In no event shall the interest on the Notes be less than zero.

If any Interest Payment Date (other

than the Stated Maturity) falls on a day that is not a Business Day, the applicable Interest Payment Date (other than the Stated Maturity)

shall be the next succeeding Business Day unless that Business Day is in the next succeeding calendar month, in which case the applicable

Interest Payment Date (other than the Stated Maturity) shall be the immediately preceding Business Day. If any such Interest Payment

Date (other than the Stated Maturity) is postponed or brought forward as described above, the interest amount shall be adjusted accordingly

to the number of days in the applicable period and the Holder shall be entitled to more or less interest, respectively. If the Stated

Maturity falls on a day that is not a Business Day, the payment of principal, premium, if any, or interest, shall be made on the next

succeeding Business Day as if it were made on the date such payment was due, and no interest shall accrue on the amounts so payable for

the period from and after such date to the next succeeding Business Day.

The Issuer shall pay interest on overdue

principal, premium, if any, and, to the extent lawful, on overdue installments of interest at the rate per annum borne by this Note and

at the same rate on overdue installments of interest (without regard to any applicable grace periods) to the extent lawful from the dates

such amounts are due until such amounts are paid or made available for payment.

“Compounded SOFR” with respect

to any Floating Rate Interest Period shall be determined by the Calculation Agent in accordance with the following formula (and the resulting

percentage shall be rounded, if necessary, to the nearest one hundred-thousandth of a percentage point):

where:

“SOFR IndexStart”

is the SOFR Index value for the day which is two U.S. Government Securities Business Days (as defined herein) preceding the first date

of the relevant Floating Rate Interest Period;

- 5 -

“SOFR IndexEnd”

is the SOFR Index value for the day which is two U.S. Government Securities Business Days preceding the applicable Interest Payment Date

relating to such Floating Rate Interest Period (or in the final Floating Rate Interest Period, preceding the Stated Maturity); and

“dc” is the number

of calendar days in the relevant Observation Period (as defined herein).

For purposes of determining Compounded

SOFR,

“Benchmark” means, initially,

Compounded SOFR, as such term is defined above; provided that if the Issuer or its designee (which may be the Calculation Agent only

if the Calculation Agent consents to such appointment, a successor calculation agent, an independent financial advisor, or any other

designee of the Issuer) determines on or prior to the Reference Time that a Benchmark Transition Event and its related Benchmark Replacement

Date have occurred with respect to Compounded SOFR (or the published daily SOFR or SOFR Index used in the calculation thereof) or the

then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement.

“Benchmark Replacement”

means the first alternative set forth in the order below that can be determined by the Issuer or its designee as of the Benchmark Replacement

Date:

(i) the sum of: (a) the alternate rate of interest that has been selected

or recommended by the Relevant Governmental Body as the replacement for the then-current

Benchmark and (b) the Benchmark Replacement Adjustment;

(ii) the sum of: (a) the ISDA Fallback Rate and (b) the Benchmark

Replacement Adjustment; or

(iii) the sum of: (a) the alternate rate of interest that has been

selected by the Issuer or its designee as the replacement for the then-current Benchmark

giving due consideration to any industry-accepted rate of interest as a replacement for the

then-current Benchmark for U.S. dollar denominated floating rate notes at such time and (b) the

Benchmark Replacement Adjustment.

“Benchmark Replacement Adjustment”

means the first alternative set forth in the order below that can be determined by the Issuer or its designee as of the Benchmark Replacement

Date:

(i) the spread adjustment (which may be a positive or negative value or

zero), or method for calculating or determining such spread adjustment, that has been selected

or recommended by the Relevant Governmental Body for the applicable Unadjusted Benchmark

Replacement;

(ii) if the applicable Unadjusted Benchmark Replacement is equivalent to

the ISDA Fallback Rate, the ISDA Fallback Adjustment; or

(iii) the spread adjustment (which may be a positive or negative value or

zero) that has been selected by the Issuer or its designee giving due consideration to any

industry-accepted spread adjustment, or method for calculating or determining such spread

adjustment, for the replacement of the then-current Benchmark with the applicable Unadjusted

Benchmark Replacement for U.S. dollar- denominated floating rate notes at such time.

“Benchmark Replacement Conforming

Changes” means, with respect to any Benchmark Replacement, any technical, administrative, or operational changes (including changes

to the definition of Floating Rate Interest Period, the timing and frequency of determining rates and making payments of interest, the

rounding of amounts or tenors, and other technical, administrative, or operational matters) that the Issuer or its designee decides may

be appropriate to reflect the adoption of such Benchmark Replacement in a manner substantially consistent with market practice (or, if

the Issuer or its designee

- 6 -

decides that adoption of any portion of such market practice

is not administratively feasible or if the Issuer or its designee determines that no market practice for use of the Benchmark Replacement

exists, in such other manner as the Issuer or its designee determines is reasonably practicable).

“Benchmark Replacement Date”

means the earliest to occur of the following events with respect to the then-current Benchmark (including any daily published component

used in the calculation thereof):

(i) in the case of clause (i) or (ii) of the definition of “Benchmark

Transition Event,” the later of (a) the date of the public statement or publication

of information referenced therein and (b) the date on which the administrator of the

Benchmark permanently or indefinitely ceases to provide the Benchmark (or such component);

(ii) in the case of clause (iii) of the definition of “Benchmark

Transition Event,” the date of the public statement or publication of information referenced

therein.

For the avoidance of doubt, if the event

giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect of any determination,

the Benchmark Replacement Date shall be deemed to have occurred prior to the Reference Time for such determination.

“Benchmark Transition Event”

means the occurrence of one or more of the following events with respect to the then-current Benchmark (including any daily published

component used in the calculation thereof):

(i) a public statement or publication of information by or on behalf of

the administrator of the Benchmark (or such component) announcing that such administrator

has ceased or shall cease to provide the Benchmark (or such component), permanently or indefinitely,

provided that, at the time of such statement or publication, there is no successor administrator

that shall continue to provide the Benchmark (or such component);

(ii) a public statement or publication of information by the regulatory

supervisor for the administrator of the Benchmark (or such component), the central bank for

the currency of the Benchmark (or such component), an insolvency official with jurisdiction

over the administrator for the Benchmark (or such component), a resolution authority with

jurisdiction over the administrator for the Benchmark (or such component), or a court or

an entity with similar insolvency or resolution authority over the administrator for the

Benchmark (or such component), which states that the administrator of the Benchmark (or such

component) has ceased or shall cease to provide the Benchmark (or such component), permanently

or indefinitely, provided that, at the time of such statement or publication, there is no

successor administrator that shall continue to provide the Benchmark (or such component);

(iii) a public statement or publication of information by the regulatory

supervisor for the administrator of the Benchmark announcing that the Benchmark is no longer

representative.

“Floating Rate Interest Determination

Date” means the date two U.S. Government Securities Business Days preceding each Interest Payment Date (or in the final Floating

Rate Interest Period, preceding the Stated Maturity).

“Floating Rate Interest Period”

means (i) the period from and including any Interest Payment Date (or, with respect to the initial Interest Payment Date only, from

and including July 9, 2026) to, but not including, the next succeeding Interest Payment Date or (ii) in the case of the last

such period, from and including the Interest Payment Date immediately preceding the Stated Maturity to, but not including, such Stated

Maturity.

- 7 -

“ISDA Definitions” means

the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc. or any successor thereto, as amended

or supplemented from time to time, or any successor definitional booklet for interest rate derivatives published from time to time.

“ISDA Fallback Adjustment”

means the spread adjustment (which may be a positive or negative value or zero) that would apply for derivatives transactions referencing

the ISDA Definitions to be determined upon the occurrence of an index cessation event with respect to the Benchmark.

“ISDA Fallback Rate” means

the rate that would apply for derivatives transactions referencing the ISDA Definitions to be effective upon the occurrence of an index

cessation date with respect to the Benchmark for the applicable tenor excluding the applicable ISDA Fallback Adjustment.

“Observation Period” means,

in respect of each Floating Rate Interest Period, the period from and including the date two U.S. Government Securities Business Days

preceding the first date in such Floating Rate Interest Period to, but not including, the date two U.S. Government Securities Business

Days preceding the Interest Payment Date for such Floating Rate Interest Period (or in the final Floating Rate Interest Period, preceding

the Stated Maturity).

“Reference Time” with respect

to any determination of the Benchmark means (i) if the Benchmark is Compounded SOFR, the SOFR Index Determination Time (as defined

herein) and (ii) if the Benchmark is not Compounded SOFR, the time determined by the Issuer or its designee in accordance with the

Benchmark Replacement Conforming Changes.

“Relevant Governmental Body”

means the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal

Reserve Board and/or the Federal Reserve Bank of New York, or any successor thereto.

“SOFR” means the daily secured

overnight financing rate as provided by the SOFR Administrator on the SOFR Administrator’s Website.

“SOFR Administrator” means

the Federal Reserve Bank of New York (or a successor administrator of SOFR).

“SOFR Administrator’s Website”

means the website of the Federal Reserve Bank of New York, currently at http://www.newyorkfed.org, or any successor source.

“SOFR Index” means, with

respect to any U.S. Government Securities Business Day:

(i) the SOFR Index value as published by the SOFR Administrator as such

index appears on the SOFR Administrator’s Website at 3:00 p.m. (New York time)

on such U.S. Government Securities Business Day (the “SOFR Index Determination Time”);

provided that:

(ii) if a SOFR Index value does not so appear as specified in clause (i) above

at the SOFR Index Determination Time, then: (a) if a Benchmark Transition Event and

its related Benchmark Replacement Date have not occurred with respect to SOFR, then Compounded

SOFR shall be the rate determined pursuant to the “SOFR Index Unavailable Provisions”

described below; or (b) if a Benchmark Transition Event and its related Benchmark Replacement

Date have occurred with respect to SOFR, then Compounded SOFR shall be the rate determined

pursuant to the “Effects of a Benchmark Transition Event” provisions set forth

below.

“Unadjusted Benchmark Replacement”

means the Benchmark Replacement excluding the Benchmark Replacement Adjustment.

- 8 -

“U.S. Government Securities Business

Day” means any day except for a Saturday, a Sunday, or a day on which the Securities Industry and Financial Markets Association

recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in U.S. government securities.

Notwithstanding anything to the contrary

herein, if the Issuer or its designee (which may be the Calculation Agent only if the Calculation Agent consents to such appointment,

a successor calculation agent, an independent financial advisor, or any other designee of the Issuer) determines on or prior to the relevant

Reference Time that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to determining

Compounded SOFR, then the benchmark replacement provisions set forth below under “Effects of a Benchmark Transition” shall

thereafter apply to all determinations of the rate of interest payable on the Notes.

For the avoidance of doubt, in accordance

with the benchmark replacement provisions, after a Benchmark Transition Event and its related Benchmark Replacement Date have occurred,

the interest rate for each Floating Rate Interest Period shall be an annual rate equal to the Benchmark Replacement plus any applicable

margin.

SOFR Index Unavailable Provisions

If a SOFR IndexStart or SOFR

IndexEnd is not published on the relevant Floating Rate Interest Determination Date and a Benchmark Transition Event and its

related Benchmark Replacement Date have not occurred with respect to SOFR, “Compounded SOFR” means, for the relevant Floating

Rate Interest Period for which such index is not available, the rate of return on a daily compounded interest investment calculated in

accordance with the formula for SOFR averages, and definitions required for such formula, published on the SOFR Administrator’s

Website at https://www.newyorkfed.org/markets/treasury-repo-reference-rates-information, or any successor source. For the purposes of

this provision, references in the SOFR averages compounding formula and related definitions to “Calculation Period” shall

be replaced with “Observation Period” and the words “that is, 30-, 90-, or 180-calendar days” shall be removed.

If SOFR does not so appear for any day “i” in the Observation Period, SOFRi for such day “i” shall be SOFR published

in respect of the first preceding U.S. Government Securities Business Day for which SOFR was published on the SOFR Administrator’s

Website.

Effects of a Benchmark Transition Event

If the Issuer or its designee (which

may be the Calculation Agent only if the Calculation Agent consents to such appointment, a successor calculation agent, an independent

financial advisor, or any other designee of the Issuer) determines that a Benchmark Transition Event and its related Benchmark Replacement

Date have occurred on or prior to the Reference Time in respect of any determination of the Benchmark on any date, the Benchmark Replacement

shall replace the then-current Benchmark for all purposes relating to the Notes in respect of such determination on such date and all

determinations on all subsequent dates. In connection with the implementation of a Benchmark Replacement, the Issuer (or the Issuer’s

designee) shall have the right to make Benchmark Replacement Conforming Changes from time to time.

Any determination, decision, or election

that may be made by the Issuer (or its designee) pursuant to the provisions set forth in the immediately preceding paragraph, including

any determination with respect to a tenor, rate, or adjustment, or of the occurrence or non-occurrence of an event, circumstance, or

date and any decision to take or refrain from taking any action or any selection: (i) shall be conclusive and binding absent manifest

error; (ii) if made by the Issuer, shall be made in the Issuer’s sole discretion; (iii) if made by the Issuer’s

designee, shall be made after consultation with the Issuer, and such designee shall not make any such determination, decision, or election

to which the Issuer objects; and (iv) notwithstanding anything to the contrary in the Indenture or this Note, shall become effective

without consent from the Holders or any other party.

- 9 -

Neither the Trustee, nor the Calculation

Agent shall be under any obligation (i) to monitor, determine, or verify the unavailability or cessation of Compounded SOFR (or

any other Benchmark), or whether or when there has occurred, or to give notice to any other transaction party of the occurrence of, any

Benchmark Transition Event or related Benchmark Replacement Date, (ii) to select, determine, or designate any Benchmark Replacement,

or other successor or replacement benchmark index, or whether any conditions to the designation of such a rate or index have been satisfied,

(iii) to select, determine, or designate any Benchmark Replacement Adjustment, or other modifier to any replacement or successor

index, or (iv) to determine whether or what Benchmark Replacement Conforming Changes are necessary or advisable, if any, in connection

with any of the foregoing, including, but not limited to, adjustments as to any alternative spread thereon, the business day convention,

Floating Rate Interest Determination Dates, or any other relevant methodology applicable to such substitute or successor Benchmark. In

connection with the foregoing, each of the Trustee, the Paying Agent, and the Calculation Agent shall be entitled to conclusively rely

on any determinations made by the Issuer or its designee without independent investigation, and none shall have any liability for actions

taken at the Issuer’s direction in connection therewith.

Neither the Trustee nor the Calculation

Agent shall be liable for any inability, failure, or delay on its part to perform any of its duties set forth in this Note as a result

of the unavailability of Compounded SOFR or other applicable Benchmark Replacement, including as a result of any failure, inability,

delay, error, or inaccuracy on the part of any other transaction party in providing any direction, instruction, notice, or information

required or contemplated by the terms of the Indenture and reasonably required for the performance of such duties. Neither the Trustee

nor the Calculation Agent shall be responsible or liable for the actions or omissions of the Issuer or its designee, nor shall either

the Trustee or the Calculation Agent be under any obligation to oversee or monitor the Issuer’s performance or that of the Issuer’s

designee. The Issuer shall notify the Trustee and the Calculation Agent in writing of the party that has been appointed as the Issuer’s

designee.

2.             Paying

Agent and Calculation Agent.

Initially, Computershare Trust Company,

National Association (the “Trustee”) will act as Paying Agent and Calculation Agent. The Issuer may change any

Paying Agent or Calculation Agent without notice to the Holders.

3.             Indenture;

Defined Terms.

This Note is one of the Floating Rate

Notes due 2029 (the “Notes”) issued under the Indenture dated as of November 29, 2012 by and between the Issuer

and the Trustee, as successor trustee (the “Base Indenture”), as amended and supplemented by the Supplemental

Indenture No. 1 dated as of April 13, 2022 (the “Supplemental Indenture” and, together with the Base

Indenture, the “Indenture”), and the Officers’ Certificate dated as of July 9, 2026 establishing the

terms of the Notes pursuant to Section 2.2 of the Base Indenture (the “Officers’ Certificate”). This

Note is a “Security” and the Notes are “Securities” under the Indenture.

For purposes of this Note, unless otherwise

defined herein, capitalized terms herein are used as defined in the Indenture. The terms of the Notes include those stated in the Indenture

and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S.C. §§77aaa-77bbbb)

(the “TIA”), as in effect on the date on which the Indenture was qualified under the TIA. Notwithstanding anything

to the contrary herein, the Notes are subject to all such terms, and Holders of Notes are referred to the Indenture and the TIA for a

statement of them. To the extent the terms of the Indenture and this Note are inconsistent, the terms of the Indenture shall govern.

4.             Denominations;

Transfer; Exchange.

The Notes are in registered form, without

coupons, in denominations of $2,000 and integral multiples of $1,000 in excess thereof. Where the Notes are presented to the Registrar

or a co-registrar with a request to register a transfer or to exchange them for an equal principal amount of Notes, the Registrar

- 10 -

shall register the transfer or make the exchange if the

requirements for such transactions set forth in the Indenture are met. The Issuer may require payment of a sum sufficient to cover any

transfer tax or similar governmental charge payable in connection therewith as permitted by the Indenture. Neither the Issuer nor the

Registrar shall be required (a) to issue, register the transfer of, or exchange the Notes for the period beginning at the opening

of business fifteen days immediately preceding the delivery of a notice of redemption of the Notes selected for redemption and ending

at the close of business on the day of such delivery, or (b) to register the transfer of or exchange the Notes selected, called

or being called for redemption as a whole or the portion being redeemed of any such Notes selected, called or being called for redemption

in part.

5.             Amendment;

Modification; Waiver.

The Indenture and the Notes may be amended

or supplemented, and waivers may be obtained in accordance with the terms of the Indenture.

The Holders of a majority in principal

amount of the Notes may waive any existing or past Default or Event of Default with respect to the Notes. Those Holders may not, however,

waive any Default or Event of Default in any payment on the Notes.

Any amendment, supplement or waiver

to the Notes made with the consent of Holders of the Notes, shall be made with respect to the Notes only, and not any other series of

Securities.

6.             Optional

Redemption.

This Note will not be redeemable prior

to maturity.

7.             Defaults

and Remedies.

If an Event of Default occurs and is

continuing (other than an Event of Default referred to in Section 6.1(e) or (f) of the Base Indenture), the Trustee or

the Holders of at least 25% in principal amount of the Notes may require the Issuer to pay immediately the principal amount plus accrued

and unpaid interest on such Securities. If an Event of Default referred to in Section 6.1(e) or (f) of the Base Indenture

occurs, the principal amount plus accrued and unpaid interest on such Series of Securities will become immediately due and payable

without any action on the part of the Trustee or any Holder.

The Indenture permits, subject to certain

limitations therein provided, Holders of a majority in principal amount of the outstanding Notes to direct the time, method and place

of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, with

respect to the Notes.

8.             Authentication.

This Note shall not be valid until the

Trustee manually signs the certificate of authentication on this Note.

9.             Abbreviations

and Defined Terms.

Customary abbreviations may be used

in the name of a Holder of a Note or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties),

JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to

Minors Act).

- 11 -

10.             CUSIP

Numbers.

Pursuant to a recommendation promulgated

by the Committee on Uniform Security Identification Procedures, the Issuer has caused CUSIP numbers to be printed on the Notes as a convenience

to the Holders of the Notes. No representation is made as to the accuracy of such numbers as printed on the Notes and reliance

may be placed only on the other identification numbers printed hereon.

11.             Governing

Law.

The laws of the State of New York shall

govern the Indenture and this Note without regard to conflicts of laws principles thereof.

- 12 -

ASSIGNMENT FORM

FOR VALUE RECEIVED, the undersigned hereby sells,

assigns and transfers unto:

PLEASE INSERT SOCIAL SECURITY NUMBER OR OTHER IDENTIFYING

NUMBER OF ASSIGNEE

(Name and address of Assignee, including Zip code,

must be printed or typewritten)

the within Note, and all rights thereunder, hereby irrevocably, constituting

and appointing

to transfer the said Note on the books of Amazon.com, Inc. with full power

of substitution in the premises.

Dated:

Signature

Signature must be guaranteed

Signature

Signatures must be guaranteed by an “eligible

guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the

Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may

be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the United States Securities Exchange

Act of 1934, as amended.

- 13 -

SCHEDULE OF EXCHANGES OF NOTES

The following exchanges of a part of this Global

Security for certificated Notes or a part of another Global Security have been made:

Date of Exchange

Amount of decrease

in Principal Amount

of this Global

Security

Amount of increase

in Principal

Amount of this

Global Security

Principal Amount of

this Global Security

following such

decrease or increase

Signature of

authorized officer of

Trustee

- 14 -

Exhibit B

Form of 2029 Note

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE

MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITARY OR A NOMINEE OF THE DEPOSITARY. THIS

SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED

CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY,

BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR

DEPOSITARY OR A NOMINEE OF SUCH A SUCCESSOR DEPOSITARY.

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED

REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION

OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED

BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN

AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH

AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS A BENEFICIAL INTEREST HEREIN.

TRANSFERS OF THIS NOTE ARE LIMITED TO TRANSFERS

IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF

THIS GLOBAL SECURITY ARE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE TRANSFER PROVISIONS OF THE INDENTURE.

IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL

DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE

TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.

- 1 -

AMAZON.COM, INC.

4.600% Notes due 2029

No.

CUSIP No.023135EB8

ISIN No. US023135EB86

AMAZON.COM, INC., a Delaware corporation

(the “Issuer”), for value received promises to pay to CEDE & CO. or registered assigns the principal sum

of on July 9, 2029 (the “Stated Maturity”).

Interest Payment Dates: January 9 and July 9

(each, an “Interest Payment Date”), commencing on January 9, 2027.

Interest Record Dates: December 25 and June 24

(each, a “Regular Record Date”).

Reference is made to the further provisions of

this Note contained herein (the “Note”), which will for all purposes have the same effect as if set forth at this

place.

Signature Page Follows

- 2 -

IN WITNESS WHEREOF, the Issuer has caused this

instrument to be duly executed.

AMAZON.COM, INC.

By:

Name:

Title:

- 3 -

CERTIFICATE OF AUTHENTICATION

This is one of the Notes of the series designated

therein described in the within-mentioned Indenture.

Dated: __________________, 2026.

COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION,

as Trustee

By:

Authorized Signatory

- 4 -

(REVERSE OF NOTE)

AMAZON.COM, INC.

4.600% Notes due 2029

1.             Interest.

Amazon.com, Inc. (the “Issuer”)

promises to pay interest on the principal amount of this Note at the rate per annum described above. Cash interest on the Notes will

accrue from the most recent date to which interest has been paid; or, if no interest has been paid, from July 9, 2026. Interest

on this Note will be paid to but excluding the relevant Interest Payment Date or on such earlier date as the principal amount shall become

due in accordance with the provisions hereof. The Issuer will pay interest semi-annually in arrears on each Interest Payment Date, beginning

on January 9, 2027, to the persons in whose names the Notes are registered at the close of business on the preceding Regular Record

Date. If any Interest Payment Date is not a Business Day, the payment of the interest payable on that date will be made on the next day

that is a Business Day, without any interest or other payment in respect of the delay, with the same force and effect as if made on the

scheduled Interest Payment Date. If the Stated Maturity or other payment date with respect to the Notes is not a Business Day, the required

payment of principal, premium, if any, or interest will be due on the next succeeding Business Day as if made on the date that such payment

was due, and no additional interest will accrue on that payment for the period from and after that Stated Maturity or other payment date,

as the case may be, to the date of that payment on the next succeeding Business Day. Interest will be computed on the basis of a 360-day

year consisting of twelve 30-day months.

The Issuer shall pay interest on overdue

principal from time to time on demand at the rate borne by the Notes and at the same rate on overdue installments of interest (without

regard to any applicable grace periods) to the extent lawful from the dates such amounts are due until such amounts are paid or made

available for payment.

2.             Paying

Agent.

Initially, Computershare Trust Company,

National Association (the “Trustee”) will act as Paying Agent. The Issuer may change any Paying Agent without notice

to the Holders.

3.             Indenture;

Defined Terms.

This Note is one of the 4.600% Notes

due 2029 (the “Notes”) issued under the Indenture dated as of November 29, 2012 by and between the Issuer and

the Trustee, as successor trustee (the “Base Indenture”), as amended and supplemented by the Supplemental Indenture

No. 1 dated as of April 13, 2022 (the “Supplemental Indenture” and, together with the Base Indenture,

the “Indenture”), and the Officers’ Certificate dated as of July 9, 2026 establishing the terms of

the Notes pursuant to Section 2.2 of the Base Indenture (the “Officers’ Certificate”). This Note is

a “Security” and the Notes are “Securities” under the Indenture.

For purposes of this Note, unless otherwise

defined herein, capitalized terms herein are used as defined in the Indenture. The terms of the Notes include those stated in the Indenture

and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S.C. §§77aaa-77bbbb)

(the “TIA”), as in effect on the date on which the Indenture was qualified under the TIA. Notwithstanding anything

to the contrary herein, the Notes are subject to all such terms, and Holders of Notes are referred to the Indenture and the TIA for a

statement of them. To the extent the terms of the Indenture and this Note are inconsistent, the terms of the Indenture shall govern.

4.             Denominations;

Transfer; Exchange.

The Notes are in registered form, without

coupons, in denominations of $2,000 and integral multiples of $1,000 in excess thereof. Where the Notes are presented to the Registrar

or a co-registrar with

- 5 -

a request to register a transfer or to exchange them for

an equal principal amount of Notes, the Registrar shall register the transfer or make the exchange if the requirements for such transactions

set forth in the Indenture are met. The Issuer may require payment of a sum sufficient to cover any transfer tax or similar governmental

charge payable in connection therewith as permitted by the Indenture. Neither the Issuer nor the Registrar shall be required (a) to

issue, register the transfer of, or exchange the Notes for the period beginning at the opening of business fifteen days immediately preceding

the delivery of a notice of redemption of the Notes selected for redemption and ending at the close of business on the day of such delivery,

or (b) to register the transfer of or exchange the Notes selected, called or being called for redemption as a whole or the portion

being redeemed of any such Notes selected, called or being called for redemption in part.

5.             Amendment;

Modification; Waiver.

The Indenture and the Notes may be amended

or supplemented, and waivers may be obtained in accordance with the terms of the Indenture.

The Holders of a majority in principal

amount of the Notes may waive any existing or past Default or Event of Default with respect to the Notes. Those Holders may not, however,

waive any Default or Event of Default in any payment on the Notes.

Any amendment, supplement or waiver

to the Notes made with the consent of Holders of the Notes, shall be made with respect to the Notes only, and not any other series of

Securities.

6.             Optional

Redemption.

The Issuer may redeem the Notes in whole

at any time or in part from time to time prior to June 9, 2029 (the date of such redemption, the “Make-Whole Redemption

Date”) at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the

greater of:

(i) (a) the sum of the present

values of the remaining scheduled payments of principal and interest thereon discounted to the Make-Whole Redemption Date (assuming the

Notes matured on June 9, 2029) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury

Rate (as defined in the Officers’ Certificate) plus 10.0 basis points, less (b) interest accrued and unpaid thereon to, but

not including, the Make-Whole Redemption Date; or

(ii) 100% of the principal amount

of the Notes to be redeemed, plus, in either case, accrued and unpaid interest thereon, if any, to, but not including, the Make-Whole

Redemption Date.

On or after June 9, 2029, the Issuer

may redeem the Notes, in whole at any time or in part from time to time, at a redemption price equal to 100% of the principal amount

of the Notes to be redeemed, plus accrued and unpaid interest up to, but excluding, the date of redemption (such date, and any Make-Whole

Redemption Date, a “Redemption Date”).

Notwithstanding the foregoing, installments

of interest on Notes that are due and payable on Interest Payment Dates falling on or prior to a Redemption Date will be payable on the

Interest Payment Date to the registered Holders as of the close of business on the relevant Regular Record Date according to the Notes

and the Indenture.

If any Redemption Date is not a Business

Day, the Issuer will pay the redemption price on the next Business Day without any interest or other payment due to the delay.

On or after any Redemption Date, unless

the Issuer defaults in payment of the redemption price, interest shall cease to accrue on the Notes or portions thereof called for redemption.

On or before any Redemption Date, the Issuer shall deposit with the Paying Agent money in immediately available funds sufficient to pay

the redemption price of and accrued and unpaid interest, if any, on all Notes to be

- 6 -

redeemed on that date. If fewer than all of the Notes are

to be redeemed, the Trustee will select the Notes to be redeemed pro rata by lot or by such other method as the Trustee in its sole discretion

deems appropriate and fair. For so long as the Notes are held in the form of Global Securities the redemption of the Notes shall be in

accordance with the Depositary’s applicable procedures unless otherwise required by law or applicable stock exchange. Notes of

$2,000 principal amount or less will not be redeemed in part.

The Company’s actions and determinations

in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error.

Notice of any redemption shall be electronically

delivered or mailed in accordance with Section 10.1 of the Base Indenture at least 10 days but not more than 60 days before the

Redemption Date to each Holder of the Notes to be redeemed. Such notice shall state the redemption price (if known) or the formula pursuant

to which the redemption price is to be determined if the redemption price cannot be determined at the time the notice is given. If the

redemption price cannot be determined at the time such notice is to be given, the actual redemption price shall be set forth in an Officers’

Certificate (as such term is defined in the Base Indenture) of the Issuer delivered to the Trustee no later than two Business Days prior

to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become

due and payable on the Redemption Date and at the applicable redemption price.

Notice of any redemption of the Notes

in connection with a transaction or an event may, at the Issuer’s discretion, be given prior to the completion or the occurrence

thereof. Any redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but

not limited to, completion or occurrence of a related transaction or event. At the Issuer’s discretion, the Redemption Date may

be delayed until such time as any or all such conditions shall be satisfied, or such redemption may not occur and such notice may be

rescinded in the event that any or all such conditions shall not have been satisfied by the Redemption Date, or by the Redemption Date

as so delayed. The Issuer shall provide written notice to the Trustee prior to the close of business two Business Days prior to the Redemption

Date if any such redemption has been rescinded or delayed, and upon receipt the Trustee shall provide such notice to each Holder of the

Notes subject to such redemption notice in the same manner in which the notice of redemption was given.

7.             Defaults

and Remedies.

If an Event of Default occurs and is

continuing (other than an Event of Default referred to in Section 6.1(e) or (f) of the Base Indenture), the Trustee or

the Holders of at least 25% in principal amount of the Notes may require the Issuer to pay immediately the principal amount plus accrued

and unpaid interest on such Securities. If an Event of Default referred to in Section 6.1(e) or (f) of the Base Indenture

occurs, the principal amount plus accrued and unpaid interest on such Series of Securities will become immediately due and payable

without any action on the part of the Trustee or any Holder.

The Indenture permits, subject to certain

limitations therein provided, Holders of a majority in principal amount of the outstanding Notes to direct the time, method and place

of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, with

respect to the Notes.

8.             Authentication.

This Note shall not be valid until the

Trustee manually signs the certificate of authentication on this Note.

9.             Abbreviations

and Defined Terms.

Customary abbreviations may be used

in the name of a Holder of a Note or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties),

JT TEN (= joint tenants with

- 7 -

right of survivorship and not as tenants in common), CUST

(= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

10.             CUSIP

Numbers.

Pursuant to a recommendation promulgated

by the Committee on Uniform Security Identification Procedures, the Issuer has caused CUSIP numbers to be printed on the Notes as a convenience

to the Holders of the Notes. No representation is made as to the accuracy of such numbers as printed on the Notes and reliance

may be placed only on the other identification numbers printed hereon.

11.             Governing

Law.

The laws of the State of New York shall

govern the Indenture and this Note without regard to conflicts of laws principles thereof.

- 8 -

ASSIGNMENT FORM

FOR VALUE RECEIVED, the undersigned hereby sells,

assigns and transfers unto:

PLEASE INSERT

SOCIAL SECURITY NUMBER OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

(Name and

address of Assignee, including Zip code, must be printed or typewritten)

the within Note, and all rights

thereunder, hereby irrevocably, constituting and appointing

to transfer the said Note on

the books of Amazon.com, Inc. with full power of substitution in the premises.

Dated:

Signature

must be guaranteed

Signature

Signatures must be guaranteed by an “eligible

guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the

Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may

be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the United States Securities Exchange

Act of 1934, as amended.

- 9 -

SCHEDULE OF EXCHANGES OF NOTES

The following exchanges of a part of this Global

Security for certificated Notes or a part of another Global Security have been made:

Date of Exchange

Amount of decrease

in Principal Amount

of this Global

Security

Amount of increase

in Principal

Amount of this

Global Security

Principal Amount of

this Global Security

following such

decrease or increase

Signature of

authorized officer of

Trustee

- 10 -

Exhibit C

Form of 2031 Note

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE

MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITARY OR A NOMINEE OF THE DEPOSITARY. THIS

SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED

CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY,

BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR

DEPOSITARY OR A NOMINEE OF SUCH A SUCCESSOR DEPOSITARY.

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED

REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION

OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED

BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN

AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH

AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS A BENEFICIAL INTEREST HEREIN.

TRANSFERS OF THIS NOTE ARE LIMITED TO TRANSFERS

IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF

THIS GLOBAL SECURITY ARE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE TRANSFER PROVISIONS OF THE INDENTURE.

IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL

DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE

TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.

- 1 -

AMAZON.COM, INC.

4.800% Notes due 2031

No.

CUSIP No. 023135EC6

ISIN No. US023135EC69

AMAZON.COM, INC., a Delaware corporation

(the “Issuer”), for value received promises to pay to CEDE & CO. or registered assigns the principal sum

of on July 9, 2031 (the “Stated Maturity”).