zulily, inc. Class A Common Stock, par value $0.0001 per share Underwriting AgreementUnderwriting Agreement • November 1st, 2013 • Zulily, Inc. • Retail-catalog & mail-order houses • New York
zulily, inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [ ] shares and, at the election of the Underwriters, up to [ ] additional shares of Class A Common Stock, par value $0.0001 per share (the “Common Stock”) of the Company and the stockholders of the Company named in Schedule II hereto (the “Selling Stockholders”) propose, individually and not jointly, subject to the terms and conditions stated herein, to sell to the Underwriters an aggregate of [ ] shares and, at the election of the Underwriters, up to [ ] additional shares of Common Stock. The aggregate of [ ] shares to be sold by the Company and the Selling Stockholders is herein called the “Firm Shares” and the aggregate of [ ] additional shares to be sold by the Company and the Selling Stockholders is herein called the “Optional Shares”. The Firm Shares and the Optional
CREDIT AGREEMENT Dated as of January 23, 2014 among ZULILY, INC., as the Borrower, CITIBANK, N.A., as Administrative Agent, Lead Arranger, Sole Book Runner, Collateral Agent and L/C Issuer, MERRILL LYNCH, PIERCE, FENNER & SMITH, as Syndication Agent...Credit Agreement • January 29th, 2014 • Zulily, Inc. • Retail-catalog & mail-order houses • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of January 23, 2014, among ZULILY, INC., a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), CITIBANK, N.A., as Administrative Agent, Lead Arranger, Sole Book Runner, Collateral Agent and L/C Issuer and MERRILL LYNCH, PIERCE, FENNER & SMITH, as Syndication Agent.
INDEMNITY AGREEMENTIndemnity Agreement • August 9th, 2013 • Zulily, Inc. • Retail-catalog & mail-order houses • Delaware
THIS INDEMNITY AGREEMENT (the “Agreement”) is made and entered into as of , 2013, between Zulily, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
ZULILY, INC. THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT November 5, 2012Investor Rights Agreement • October 8th, 2013 • Zulily, Inc. • Retail-catalog & mail-order houses • Delaware
THIS THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (the “Agreement”) is entered into as of the 5th day of November, 2012, by and among ZULILY, INC., a Delaware corporation (the “Company”), and the investors listed on Exhibit A hereto, referred to hereinafter as the “Investors” and each individually as an “Investor.”
AGREEMENT AND PLAN OF REORGANIZATION by and among LIBERTY INTERACTIVE CORPORATION, MOCHA MERGER SUB, INC., ZIGGY MERGER SUB, LLC and ZULILY, INC. Dated as of August 16, 2015Agreement and Plan of Reorganization • August 17th, 2015 • Zulily, Inc. • Retail-catalog & mail-order houses • Delaware
This AGREEMENT AND PLAN OF REORGANIZATION, dated as of August 16, 2015 (this “Agreement”), is made and entered into by and among Liberty Interactive Corporation, a Delaware corporation (“Parent”), zulily, inc., a Delaware corporation (the “Company”), Mocha Merger Sub, Inc., a Delaware corporation and a direct, wholly owned Subsidiary of Merger Sub 2 (“Purchaser”), and Ziggy Merger Sub, LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of Parent (“Merger Sub 2” and together with the Purchaser, the “Merger Subs”). Parent, each of the Merger Subs and the Company are referred to individually as a “Party” and collectively as the “Parties.”
ZULILY, INC. OPTION AGREEMENT (INCENTIVE STOCK OPTION OR NONSTATUTORY STOCK OPTION)Option Agreement • October 8th, 2013 • Zulily, Inc. • Retail-catalog & mail-order houses
Pursuant to your Stock Option Grant Notice (“Grant Notice”) and this Option Agreement, Zulily, Inc. (the “Company”) has granted you an option under its 2009 Equity Incentive Plan (the “Plan”) to purchase the number of shares of the Company’s Common Stock indicated in your Grant Notice at the exercise price indicated in your Grant Notice. Defined terms not explicitly defined in this Option Agreement but defined in the Plan shall have the same definitions as in the Plan.
SERVICE AGREEMENTService Agreement • September 25th, 2013 • Zulily, Inc. • Retail-catalog & mail-order houses • Washington
THIS AGREEMENT is made as of this 29th day of September, 2011, by and between IntelliSource, LLC, a Colorado limited liability company (“IntelliSource”), and Zulily, Inc. a Delaware corporation (“Zulily”).
CONTRACTOR AGREEMENTContractor Agreement • September 25th, 2013 • Zulily, Inc. • Retail-catalog & mail-order houses • Washington
THIS CONTRACTOR AGREEMENT (“Agreement”) is made as of this 19th day of December, 2011, by and between IntelliSource, LLC, a Colorado limited liability company (“IntelliSource”), and Zulily, Inc., a Delaware corporation (“Zulily”).
ZULILY, INC. OPTION AGREEMENT (INCENTIVE STOCK OPTION OR NONSTATUTORY STOCK OPTION)Option Agreement • October 17th, 2013 • Zulily, Inc. • Retail-catalog & mail-order houses
Pursuant to your Stock Option Grant Notice (“Grant Notice”) and this Option Agreement, Zulily, Inc. (the “Company”) has granted you an option under its 2013 Equity Plan (the “Plan”) to purchase the number of shares of the Company’s Common Stock indicated in your Grant Notice at the exercise price indicated in your Grant Notice. The option is granted to you effective as of the date of grant set forth in the Grant Notice (the “Date of Grant”). If there is any conflict between the terms in this Option Agreement and the Plan, the terms of the Plan will control. Capitalized terms not explicitly defined in this Option Agreement or in the Grant Notice but defined in the Plan will have the same definitions as in the Plan.
MASTER SERVICE AGREEMENTMaster Service Agreement • August 7th, 2014 • Zulily, Inc. • Retail-catalog & mail-order houses • Washington
This Master Service Agreement (this “Agreement”) is entered into as of May 31, 2014 (the “Effective Date”) by and between zulily, inc., a Delaware corporation (“zulily”), and IntelliSource, LLC, a Colorado limited liability company (“Provider”). Each of zulily and Provider may be referred to in this Agreement individually as a “Party” and together as the “Parties”. The Parties hereby agree as follows:
AGREEMENT OF LEASEAgreement of Lease • October 8th, 2013 • Zulily, Inc. • Retail-catalog & mail-order houses • Ohio
AGREEMENT OF LEASE (the “Lease”) made as of the day of November, 2011 (“Date of Lease”) between KTR OHIO LLC, a Delaware limited liability company (the “Landlord”), and ZULILY, Inc., a Delaware corporation (the “Tenant”).
FIRST AMENDMENT TO LEASE (Adding Additional Premises)Lease • February 28th, 2014 • Zulily, Inc. • Retail-catalog & mail-order houses
THIS FIRST AMENDMENT TO LEASE (this "Amendment") is executed as of the 21st day of November, 2013 (the "Effective Date"), between SRI-WR ELLIOTT AVENUE LLC, a Delaware limited liability company ("Landlord") and ZULILY, INC., a Delaware corporation ("Tenant").
CHANGE IN CONTROL AND SEVERANCE AGREEMENTRelease Agreement • May 6th, 2015 • Zulily, Inc. • Retail-catalog & mail-order houses • Washington
This Change in Control and Severance Agreement (this “Agreement”) dated as of April 21, 2015 is entered into by and between Brian Swartz (“Executive”) and zulily, inc., a Delaware corporation (the “Company”).
AMENDMENT NO. 3 OF LEASEOf Lease • August 9th, 2013 • Zulily, Inc. • Retail-catalog & mail-order houses
This Amendment No. 3 of Lease (the “Amendment”) is made as of this day of June 15, 2012 by and between UCM/FPI - COBALT, LLC, a Delaware limited liability company (“Landlord”), and ZULILY, INC., a Delaware corporation (“Tenant”).
AMENDMENT NO. 2 OF LEASEOf Lease • October 8th, 2013 • Zulily, Inc. • Retail-catalog & mail-order houses
This Amendment No. 2 of Lease (the “Amendment”) is made as of this 8th day of February, 2012 by and between UCM/FPI – COBALT, LLC, a Delaware limited liability company (“Landlord”), and ZULILY, INC. a Delaware corporation (“Tenant”).
ZULILY, INC. RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • August 7th, 2014 • Zulily, Inc. • Retail-catalog & mail-order houses • Delaware
Pursuant to the Restricted Stock Unit Grant Notice (the “Grant Notice”) and this Restricted Stock Unit Award Agreement (the “Agreement”), zulily, inc. (the “Company”) has awarded you (“Participant”) a Restricted Stock Unit Award (the “Award”) pursuant to Section 6(b) of the Company’s 2013 Equity Plan (the “Plan”) for the number of Restricted Stock Units indicated in the Grant Notice. Capitalized terms not explicitly defined in this Agreement or the Grant Notice shall have the same meanings given to them in the Plan. The terms of your Award, in addition to those set forth in the Grant Notice, are as follows.
FIRST AMENDMENTFirst Amendment • October 8th, 2013 • Zulily, Inc. • Retail-catalog & mail-order houses
This First Amendment (the “Amendment”) is made as of this 5th day of October, 2011 by and between UCM/FPI – COBALT, LLC, a Delaware limited liability company (“Landlord”), and ZULILY, INC. a Delaware corporation (“Tenant”).
ZULILY, INC. AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • October 25th, 2013 • Zulily, Inc. • Retail-catalog & mail-order houses
This AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (the “Amendment”) is dated as of October 17, 2013, by and among Zulily, Inc., a Delaware corporation (the “Company”), and the Investors (as defined in that certain Third Amended and Restated Investor Rights Agreement dated as of November 5, 2012 (the “Rights Agreement”)).
LEASE AGREEMENT (USA PARKWAY DISTRIBUTION CENTER/McCARRAN, NV) BY AND BETWEEN US REAL ESTATE LIMITED PARTNERSHIP, a Texas limited partnership, as Landlord, and ZULILY, INC., a Delaware corporation, as TenantLease Agreement • January 29th, 2014 • Zulily, Inc. • Retail-catalog & mail-order houses • Nevada
THIS LEASE AGREEMENT (this “Lease”) is dated as of January __, 2014 for reference purposes, but is made and entered into as of the Effective Date (as hereinafter defined in Section 2.1 below) by and between US REAL ESTATE LIMITED PARTNERSHIP, a Texas limited partnership, having an address of 9830 Colonnade Boulevard, Suite 600, San Antonio, Texas 78230-2239 (“Landlord”) and ZULILY, INC, a Delaware corporation, having an address of 2200 1st Avenue South, Seattle, Washington 98134, Attention: Bob Spieth and General Counsel (“Tenant”).
COBALT BUILDING LEASECobalt Building Lease • August 9th, 2013 • Zulily, Inc. • Retail-catalog & mail-order houses • Washington
SEATTLE, WASHINGTON OFFICE LEASE AGREEMENT BETWEEN SRI-WR ELLIOTT AVENUE LLC, a Delaware limited liability company (“LANDLORD”) AND ZULILY, INC., a Delaware corporation (“TENANT”) Dated as of: May 2, 2013Office Lease Agreement • October 8th, 2013 • Zulily, Inc. • Retail-catalog & mail-order houses
THIS OFFICE LEASE AGREEMENT (this “Lease”) is made and entered into as of May 2, 2013, by and between SRI-WR ELLIOTT AVENUE LLC, a Delaware limited liability company (“Landlord”) and ZULILY, INC., a Delaware corporation (“Tenant”). The schedules, exhibits and other attachments listed in the preceding Table of Contents are incorporated into and made a part of this Lease.
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • August 17th, 2015 • Zulily, Inc. • Retail-catalog & mail-order houses • Delaware
This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of August 16, 2015, is made and entered into by and among Liberty Interactive Corporation, a Delaware corporation (“Parent”), Mocha Merger Sub, Inc., a Delaware corporation and a direct, wholly owned Subsidiary of Merger LLC (as defined below) (“Purchaser”), the stockholders listed on Schedule I hereto (collectively, the “Stockholders” and each, a “Stockholder”), and, solely for purposes of Sections 3(b) and 12, zulily, inc., a Delaware corporation (the “Company”). Capitalized terms used herein without definition shall have the respective meanings specified in the Reorganization Agreement (as defined below).
AMENDED AND RESTATED LEASELease • August 9th, 2013 • Zulily, Inc. • Retail-catalog & mail-order houses
This Amended and Restated Lease (“Lease”), dated as of November 1, 2011, is made by and between Eagle CPT, LLC, a Nevada limited liability company (“Lessor”), and Zulily, Inc., a Delaware corporation (“Lessee”) (collectively the “Parties,” or individually a “Party”). This Lease is intended to amend and restate in its entirety that certain Lease dated September 2011 by and between Lessor and Lessee.
OPTION AGREEMENT (INCENTIVE STOCK OPTION OR NONSTATUTORY STOCK OPTION)Option Agreement • August 7th, 2014 • Zulily, Inc. • Retail-catalog & mail-order houses
Pursuant to your Stock Option Grant Notice (“Grant Notice”) and this Option Agreement, Zulily, Inc. (the “Company”) has granted you an option under its 2013 Equity Plan (the “Plan”) to purchase the number of shares of the Company’s Common Stock indicated in your Grant Notice at the exercise price indicated in your Grant Notice. The option is granted to you effective as of the date of grant set forth in the Grant Notice (the “Date of Grant”). If there is any conflict between the terms in this Option Agreement and the Plan, the terms of the Plan will control. Capitalized terms not explicitly defined in this Option Agreement or in the Grant Notice but defined in the Plan will have the same definitions as in the Plan.
LEASE AGREEMENT LIBERTY PROPERTY LIMITED PARTNERSHIP Landlord AND ZULILY, INC. Tenant AT 10 Emery Street Bethlehem, Pennsylvania 18018Lease Agreement • November 6th, 2014 • Zulily, Inc. • Retail-catalog & mail-order houses • Pennsylvania
THIS LEASE AGREEMENT is made by and between LIBERTY PROPERTY LIMITED PARTNERSHIP, a Pennsylvania limited partnership (“Landlord”), and ZULILY, INC., a corporation organized under the laws of Delaware (“Tenant”), and is dated as of the date on which this Lease has been fully executed by Landlord and Tenant.
FIRST AMENDMENT TO AGREEMENT OF LEASEAgreement of Lease • August 6th, 2015 • Zulily, Inc. • Retail-catalog & mail-order houses
THIS FIRST AMENDMENT TO AGREEMENT OF LEASE (this “Amendment”) is entered into this 1st day of June, 2015 (the “Effective Date”) by and between WPT CREEKSIDE PARKWAY, LP, a Delaware limited partnership (“Landlord”) and ZULILY, INC., a Delaware corporation (“Tenant”).
SECOND AMENDMENT TO LEASELease • May 9th, 2014 • Zulily, Inc. • Retail-catalog & mail-order houses
THIS SECOND AMENDMENT TO LEASE (this "Amendment") is executed as of the 10th day of March, 2014 (the “Effective Date”), between SRI-WR ELLIOTT AVENUE LLC, a Delaware limited liability company (“Landlord”) and ZULILY, INC., a Delaware corporation (“Tenant”).
