AGREEMENT AND PLAN OF MERGER by and among NAVER CORPORATION, PROTON PARENT, INC. PROTON MERGER SUB, INC. and POSHMARK, INC. Dated as of October 3, 2022Merger Agreement • October 4th, 2022 • Poshmark, Inc. • Retail-catalog & mail-order houses • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of October 3, 2022, by and among NAVER Corporation, a public corporation organized under the laws of the Republic of Korea (“Parent”), Proton Parent, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Proton Parent”), Proton Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Proton Parent (“Merger Sub”), and Poshmark, Inc., a Delaware corporation (the “Company”). Each of Parent, Proton Parent, Merger Sub and the Company are sometimes referred to herein as a “Party.” All capitalized terms that are used in this Agreement have the respective meanings given to them in this Agreement.
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • October 4th, 2022 • Poshmark, Inc. • Retail-catalog & mail-order houses • Delaware
This Voting and Support Agreement (this “Agreement”) is made and entered into as of October , 2022, by and among NAVER Corporation, a public corporation founded under the laws of the Republic of Korea (“Parent”), the stockholders of Poshmark, Inc., a Delaware corporation (the “Company”), listed on Schedule A hereto (each, a “Stockholder” and, collectively, the “Stockholders”), and the Company.
