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.”
