Amendment No.1 to Third Amended and Restated Investor Rights Agreement



 Exhibit 4.2 
 ZULILY, INC. 
 AMENDMENT NO. 1 TO 

THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT 
 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”)). 
 RECITALS 
 WHEREAS, the
Board of Directors of the Company has approved the amendment and restatement of the Company’s certificate of incorporation to, among other things, reclassify each share of the Company’s Common Stock into the Company’s Class B Common
Stock and such Class B Common Stock shall be convertible into the Company’s Class A Common Stock in accordance with the terms of such amended and restated certificate of incorporation (the “Restated Certificate”).

 WHEREAS, effective upon the filing of the Restated Certificate, the Company and the
Investors desire to amend the Rights Agreement as described herein. 
 WHEREAS, the
undersigned Investors represent the holders of at least 70% of the Registrable Securities. 
 AGREEMENT

 NOW, THEREFORE, in consideration of the foregoing and intending to be legally bound
hereby, the parties hereto agree as follows, effective upon the acceptance of the Restated Certificate for filing with the Secretary of State of the State of Delaware: 
  


	 	1.	AMENDMENT OF CERTAIN DEFINITIONS. 


(a) Section 1.2 of the Rights Agreement is hereby amended to add a new definition as Section 1.2(o) to read as follows:

 “(o) “Common Stock” shall mean, unless otherwise specified, the
Company’s Class A Common Stock and Class B Common Stock (each as defined in the Company’s Sixth Amended and Restated Certificate, as may be amended from time to time).” 

(b) Section 1.2(g) of the Rights Agreement is hereby amended and restated in its entirety as follows (amended language in
italics and underlined): 







 “(g) “Registrable Securities”
means: (a) Class B Common Stock held by Investors, (b) Class B Common Stock of the Company issuable or issued upon conversion of the Shares (the “Conversion Shares”),
(c) Class A Common Stock of the Company issuable or issued upon conversion of (i) the Class B Common Stock held by Investors or (ii) the Conversion Shares, and (d) any Common Stock of the Company issued as
(or issuable upon the conversion or exercise of any warrant, right or other security which is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of, such above-described securities. Notwithstanding the
foregoing, Registrable Securities shall not include any securities (i) sold by a person to the public either pursuant to a registration statement or Rule 144 or (ii) sold in a private transaction in which the transferor’s rights under
Section 2 of this Agreement are not assigned 
 (c) Section 1.2(h) of the Rights Agreement is hereby amended
and restated in its entirety as follows (amended language in italics and underlined): 
 “(h)
“Registrable Securities then outstanding” shall be the number of shares of Common Stock that are Registrable Securities and either, without duplication, (a) are then issued and outstanding or
(b) are issuable pursuant to then exercisable or convertible securities.” 
 2. MISCELLANEOUS.
Except as amended by the terms of this Amendment, the Investor Rights Agreement shall continue in full force and effect. 

This Amendment is effective as of the date of execution by the Company and the Investors holding a majority of the Registrable
Securities. This Amendment may be signed in one or more counterparts, each of which shall be deemed an original and all of which shall constitute one document. Capitalized terms not otherwise defined herein shall have the meaning given to them in
the Rights Agreement. 
 [Signature Pages Follow] 







 This Amendment No. 1 is executed as of the date set forth below. 

Date of Execution: October 17, 2013 
  

			
	COMPANY:
	
	ZULILY, INC.
		
	By:	 	 /s/ Darrell Cavens

	Name: Darrell Cavens
	Title: Chief Executive Officer


  

  
 SIGNATURE
PAGE TO AMENDMENT NO. 1 TO 
 THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT 








 This Amendment No. 1 is executed as of the date set forth below. 

Date of Execution: October 16, 2013 
  

			
	INVESTORS:
	
	MAVERON EQUITY PARTNERS IV, L.P.,
	a Delaware limited partnership:
	 By:   MAVERON GENERAL PARTNER IV LLC,
a Delaware limited liability company

		
	By:	 	 /s/ Dan Levitan

	Name:	 	 Dan Levitan

	Title:	 	Managing Member
	
	 MAVERON IV ENTREPRENEURS’ FUND, L.P.,
 a Delaware limited partnership:

	 By:   MAVERON GENERAL PARTNER IV LLC,
a Delaware limited liability company

		
	By:	 	 /s/ Dan Levitan

	Name:	 	 Dan Levitan

	Title:	 	Managing Member
	
	 MEP ASSOCIATES IV, L.P.,
 a Delaware limited partnership:

	 By:   MAVERON GENERAL PARTNER IV LLC,
a Delaware limited liability company

		
	By:	 	 /s/ Dan Levitan

	Name:	 	 Dan Levitan

	Title:	 	Managing Member


  

  
 SIGNATURE
PAGE TO AMENDMENT NO. 1 TO 
 THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT 








 This Amendment No. 1 is executed as of the date set forth below. 

Date of Execution: October 17, 2013 
  

			
	INVESTORS:
	
	AUGUST CAPITAL V, L.P.
	as nominee for
	August Capital V, L.P.
	 August Capital Strategic Partners V, L.P. and
 related individuals

		
	By:	 	 August Capital Management V, L.L.C.
 Its general partner

		
	By:	 	 /s/ Jeffery Bloom

	Name:	 	 Jeffery Bloom

	Title:	 	Attorney-in-fact


  

  
 SIGNATURE
PAGE TO AMENDMENT NO. 1 TO 
 THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT 








 This Amendment No. 1 is executed as of the date set forth below. 

Date of Execution: Oct. 16, 2013 
  

			
	INVESTORS:
	
	TRINITY VENTURES X, L.P.
	TRINITY X SIDE-BY-SIDE FUND, L.P.
	TRINITY X ENTREPRENEURS’ FUND, L.P.
	Delaware Limited Partnerships
		
	By:	 	TRINITY TVL X, LLC,
		 	A Delaware limited liability company
		 	Their General Partner
		
	By:	 	 /s/ Nina C. Labatt

		 	Nina C. Labatt, Member
		
		 	3000 Sand Hill Road
		 	Building 4-160
		 	Menlo Park, CA 94025
		
		 	Tel. 650-854-9500
		 	Fax 650-854-9501
	
	TRINITY VENTURES IX, L.P.
	TRINITY IX SIDE-BY-SIDE FUND, L.P.
	TRINITY IX ENTREPRENEURS’ FUND, L.P.
	Delaware Limited Partnerships
		
	By:	 	TRINITY TVL IX, LLC,
		 	A Delaware limited liability company
		 	Their General Partner
		
	By:	 	 /s/ Nina C. Labatt

		 	Nina C. Labatt, Member
		
		 	3000 Sand Hill Road
		 	Building 4-160
		 	Menlo Park, CA 94025
		
		 	Tel. 650-854-9500
		 	Fax 650-854-9501


  

  
 SIGNATURE
PAGE TO AMENDMENT NO. 1 TO 
 THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT 








 This Amendment No. 1 is executed as of the date set forth below. 

Date of Execution: Oct. 17, 2013 
  

			
	INVESTORS:
	
	 /s/ Mark Vadon
 MARK VADON

	
	VADON HOLDINGS, LLC
		
	By:	 	 /s/ Mark Vadon

	Name:	 	 Mark Vadon

	Title:	 	 Manager



  

  
 SIGNATURE
PAGE TO AMENDMENT NO. 1 TO 
 THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT 








 This Amendment No. 1 is executed as of the date set forth below. 

Date of Execution: __________ ___, 2013 
  

			
	INVESTORS:
	
	ANDREESSEN HOROWITZ FUND III, L.P.
	for itself and as nominee for
	Andreessen Horowitz Fund III-A, L.P.,
	Andreessen Horowitz Fund III-B, L.P. and
	Andreessen Horowitz Fund III-Q, L.P.
		
	By:	 	AH Equity Partners III, L.L.C.
		 	Its general partner
		
	By:	 	  

	Name:
	Title:
	
	 AH PARALLEL FUND III, L.P.
 for itself and as nominee for

	AH Parallel Fund III-A, L.P.,
	AH Parallel Fund III-B, L.P. and
	AH Parallel Fund III-Q, L.P.
		
	By:	 	AH Equity Partners III (Parallel), L.L.C.
		 	Its general partner
		
	By:	 	  

	Name:
	Title:


  

  
 SIGNATURE
PAGE TO AMENDMENT NO. 1 TO 
 THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT 








 This Amendment No. 1 is executed as of the date set forth below. 

Date of Execution: October 17, 2013 
  

			
	INVESTORS:
	
	MERITECH CAPITAL PARTNERS IV L.P.
	
	 By: Meritech Capital Associates IV L.L.C.
 its General Partner

		
	By:	 	 /s/ Craig Sherman

		 	Craig Sherman, a managing member
	
	MERITECH CAPITAL AFFILIATES IV L.P.
	
	 By: Meritech Capital Associates IV L.L.C.
 its General Partner

		
	By:	 	 /s/ Craig Sherman

		 	Craig Sherman, a managing member
	
	Address:
	
	245 Lytton Avenue, Suite 350
	Palo Alto, CA 94301
	 Attn: Joel Backman

phone: (650) 475-2200
 fax:
(650) 475-2222



  

  
 SIGNATURE
PAGE TO AMENDMENT NO. 1 TO 
 THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT 








 This Amendment No. 1 is executed as of the date set forth below. 

Date of Execution: ___________ ___, 2013 
  

			
	INVESTORS:
	
	T. ROWE PRICE ASSOCIATES, INC.
	Investment Adviser, for and on behalf of its
	Advisory Clients on Exhibit A
	T. Rowe Price New Horizons Fund, Inc.
	T. Rowe Price New Horizons Trust
	T. Rowe Price U.S. Equities Trust
		
	By:	 	  

	Name:	 	  

	Title:	 	  



  

  
 SIGNATURE
PAGE TO AMENDMENT NO. 1 TO 
 THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT 








 This Amendment No. 1 is executed as of the date set forth below. 

Date of Execution: ____________ ___, 2013 
  

			
	INVESTORS:
	
	Greenspring Global Partners IV-A, L.P.
	By: Greenspring General Partner IV, L.P.
	By: Greenspring GP IV, LLC
		
	By:	 	 /s/ Eric Thompson

	 Name: Eric Thompson
 Title: Chief Financial Officer


	
	Greenspring Global Partners IV-B, L.P.
	By: Greenspring General Partner IV, L.P.
	By: Greenspring GP IV, LLC
		
	By:	 	 /s/ Eric Thompson

	Name: Eric Thompson
	Title: Chief Financial Officer
	
	Greenspring Global Partners IV-C, L.P.
	By: Greenspring General Partner IV, L.P.
	By: Greenspring GP IV, LLC
		
	By:	 	 /s/ Eric Thompson

	Name: Eric Thompson
	Title: Chief Financial Officer
	
	Greenspring Crossover Ventures I, L.P.
	By: Greenspring Crossover I GP, L.P.
	By: Greenspring Crossover I GP, L.L.C.
		
	By:	 	 /s/ Eric Thompson

	Name: Eric Thompson
	Title: Chief Financial Officer
	
	Address:
	
	Greenspring Associates
	100 Painters Mill Road, Suite 700
	Owings Mills, MD 21117
	Fax: (410) 363-9075
	Attn: Eric Thompson


  

  
 SIGNATURE
PAGE TO AMENDMENT NO. 1 TO 
 THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT