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).
