Form SC 13E3 - Going private transaction by certain issuers

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13E-3

RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E)

OF THE SECURITIES EXCHANGE ACT OF 1934

Vacasa, Inc.

(Name of the Issuer)

Vacasa, Inc.

Vacasa Holdings LLC

Casago Holdings, LLC

Vista Merger Sub II Inc.

Vista Merger Sub LLC

Casago Global, LLC

Roofstock, Inc.

MHRE STR II, LLC

TRT Investors 37, LLC

SLP V Venice Feeder I, L.P.

SLP Venice Holdings. L.P.

SLP V Aggregator GP, L.L.C.

Silver Lake Technology Associates V, L.P.

SLTA V (GP), L.L.C.

Silver Lake Group, L.L.C

RW Vacasa AIV L.P.

RW Industrious Blocker L.P.

Riverwood Capital Partners II (Parallel-B) L.P.

RCP III Vacasa AIV L.P.

RCP III Blocker Feeder L.P.

Riverwood Capital Partners III (Parallel-B) L.P.

RCP III (A) Blocker Feeder L.P.

RCP III (A) Vacasa AIV L.P.

Level Equity Opportunities Fund 2015, L.P.

Level Equity Opportunities Fund 2018, L.P.

LEGP II AIV(B), L.P.

LEGP I VCS, LLC

LEGP II VCS, LLC

Level Equity – VCS Investors, LLC

(Names of Persons Filing Statement)

Class A Common Stock, par value $0.00001 per share

(Title of Class of Securities)

91854V 206

(CUSIP Number of Class of Securities)

Vacasa, Inc.

Vacasa Holdings LLC

Robert W. Greyber

Chief Executive Officer

830 NW 13th Avenue

Portland, OR 97209

(503) 946-3650

Casago Holdings, LLC

Vista Merger Sub II Inc.

Vista Merger Sub LLC

Casago Global, LLC

15475 N Greenway Hayden Loop, Suite B2

Scottsdale, AZ 85260

(877) 290-4447

Roofstock, Inc.

2001 Broadway, 4th Floor

Oakland, CA 94612

(800) 466-4116

MHRE STR II, LLC

4143 Maple Avenue,

Suite 300

Dallas, TX 75219

(214) 651-6220

TRT Investors 37, LLC

4001 Maple Avenue,

Suite 600

Dallas, TX 75219

(214) 283-8500

SLP V Venice Feeder I, L.P.

SLP Venice Holdings. L.P.

SLP V Aggregator GP, L.L.C.

Silver Lake Technology

Associates V, L.P.

SLTA V (GP), L.L.C.

Silver Lake Group, L.L.C.

c/o Silver Lake

55 Hudson Yards

550 West 34th Street,

40th Floor

New York, NY 10001

(212) 981-5600

RW Vacasa AIV L.P.

RW Industrious Blocker L.P.

Riverwood Capital Partners II (Parallel-B) L.P.

RCP III Vacasa AIV L.P.

RCP III Blocker Feeder L.P.

Riverwood Capital Partners III

(Parallel-B) L.P.

RCP III (A) Blocker Feeder L.P.

RCP III (A) Vacasa AIV L.P.

c/o Riverwood Capital

70 Willow Road, Suite 100

Menlo Park, CA 94025

(650) 618-7300

Level Equity Opportunities

Fund 2015, L.P.

Level Equity Opportunities

Fund 2018, L.P.

LEGP II AIV(B), L.P.

LEGP I VCS, LLC

LEGP II VCS, LLC

Level Equity – VCS Investors, LLC

c/o Level Equity Management, LLC

140 East 45th Street, 42nd Floor

New York, NY 10017

(212) 459-7225

(Name, Address, and Telephone Numbers of Person Authorized to Receive Notices and Communications on Behalf of the Persons Filing Statement)

With copies to:

Lande A. Spottswood

D. Alex Robertson

Vinson & Elkins L.L.P.

845 Texas Avenue,

Suite 4700

Houston, TX 77002

(713) 758-2222

and

Justin Hamill

Michael Anastasio

Latham & Watkins LLP

1271 Avenue of the Americas

New York, NY 10020

(202) 906-1252

Christopher M. Barlow

Skadden, Arps, Slate, Meagher & Flom LLP

One Manhattan West

New York, NY 10001

(212) 735-3000

Steven Levine

Fenwick & West LLP

801 California Street

Mountain View,

CA 94041

(650) 335-7847

David Lange

Winston & Strawn LLP

2121 N Pearl Street,

Suite 900

Dallas, TX 75201

(214) 453-6436

David Lange

Winston & Strawn LLP

2121 N Pearl Street,

Suite 900

Dallas, TX 75201

(214) 453-6436

Eric Issadore

Ropes & Gray LLP

Three Embarcadero Center

San Francisco, CA 94111

(415) 315-1231

Naveed Anwar

Simpson Thacher & Bartlett LLP

2475 Hanover Street

Palo Alto, CA 94304

(650) 251-5162

Oreste Cipolla

Goodwin Procter LLP

The New York Times Building

620 Eighth Avenue

New York, NY 10018

(212) 459-7225

This statement is filed in connection with (check the appropriate box):


a.	☒	The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934.
b.	☐	The filing of a registration statement under the Securities Act of 1933.
c.	☐	A tender offer.
d.	☐	None of the above.

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: ☒

Check the following box if the filing is a final amendment reporting the results of the transaction: ☐

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of this transaction, passed upon the merits or fairness of this transaction, or passed upon the adequacy or accuracy of the disclosure in this transaction statement on Schedule 13E-3. Any representation to the contrary is a criminal offense.

INTRODUCTION

This Transaction Statement on Schedule 13E-3 (this “Transaction Statement”) is being filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), jointly by the following persons (each, a “Filing Person,” and collectively, the “Filing Persons”): (1) Vacasa, Inc., a Delaware corporation (“Vacasa” or the “Company”) and the issuer of the Class A common stock, par value $0.00001 per share (the “Class A Common Stock”) that is the subject of the Rule 13e-3 transaction; (2) Vacasa Holdings LLC, a Delaware limited liability company (“Vacasa LLC”); (3) Casago Holdings, LLC, a Delaware limited liability company (“Parent”); (4) Vista Merger Sub II Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Company Merger Sub”); (5) Vista Merger Sub LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“LLC Merger Sub” and, together with Company Merger Sub, “Merger Subs”); (6) Casago Global, LLC, a Delaware limited liability company; (7) Roofstock, Inc., a Delaware corporation; (8) TRT Investors 37, LLC, a Texas limited liability company; (9) MHRE STR II, LLC, a Delaware limited liability company; (10) SLP V Venice Feeder I, L.P., a Delaware limited partnership; (11) SLP Venice Holdings L.P., a Delaware limited partnership; (12) SLP V Aggregator GP, L.L.C., a Delaware limited liability company; (13) Silver Lake Technology Associates V, L.P., a Delaware limited partnership; (14) SLTA V (GP), L.L.C., a Delaware limited liability company; (15) Silver Lake Group, L.L.C., a Delaware limited liability company; (16) RW Vacasa AIV L.P., a Delaware limited partnership; (17) RW Industrious Blocker L.P., a Delaware limited partnership; (18) Riverwood Capital Partners II (Parallel - B) L.P., an Ontario limited partnership; (19) RCP III Vacasa AIV L.P., a Delaware limited partnership; (20) RCP III Blocker Feeder L.P., a Delaware limited partnership; (21) Riverwood Capital Partners III (Parallel - B) L.P., a Cayman Islands exempted limited partnership; (22) RCP III (A) Blocker Feeder L.P., a Delaware limited partnership; (23) RCP III (A) Vacasa AIV L.P., a Delaware limited partnership; (24) Level Equity Opportunities Fund 2015, L.P., a Delaware limited partnership; (25) Level Equity Opportunities Fund 2018, L.P., a Delaware limited partnership; (26) LEGP II AIV(B), L.P., a Delaware limited partnership; (27) LEGP I VCS, LLC, a Delaware limited liability company; (28) LEGP II VCS, LLC, a Delaware limited liability company; and (29) Level Equity-VCS Investors, LLC, a Delaware limited liability company (each of (10), (11) and (16) through (29), a “Rollover Stockholder”, and collectively, the “Rollover Stockholders”).

This Transaction Statement relates to the Agreement and Plan of Merger, dated as of December 30, 2024 (including all exhibits and documents attached thereto, and as it may be amended from time to time, the “Merger Agreement”), by and among Parent, Company Merger Sub, LLC Merger Sub, Vacasa LLC and the Company. The Merger Agreement provides that, subject to the terms and conditions set forth in the Merger Agreement and the applicable provisions of the General Corporation Law of the State of Delaware (the “DGCL”), (i) LLC Merger Sub will merge with and into Vacasa LLC (the “LLC Merger”), with Vacasa LLC surviving such merger as a subsidiary of Parent and (ii) immediately after the LLC Merger, Company Merger Sub will merge with and into Vacasa (the “Company Merger” and, together with the LLC Merger, the “Mergers”), with Vacasa surviving such merger as a wholly owned subsidiary of Parent and Vacasa LLC indirectly becoming a wholly owned subsidiary of Parent.

Upon the consummation of the Company Merger, on the terms and subject to the conditions set forth in the Merger Agreement, each share of Class A Common Stock issued and outstanding immediately prior to the effective time of the Company Merger (the “Company Merger Effective Time”) (other than certain excluded shares of Class A Common Stock and the Rollover Stock, but including each share of Class A Common Stock resulting from (i) the redemption of limited liability company units (other than the Class G limited liability company units) of Vacasa LLC (the “Common Units”) and (ii) the issuance of Class A Common Stock upon conversion of Class G Common Stock, par value $0.00001 per share, of Vacasa (“Class G Common Stock”)) will be converted into the right to receive $5.02 in cash, without interest, subject to potential downward adjustment in accordance with the terms and conditions set forth in the Merger Agreement (the “Merger Consideration”) after giving effect to any required withholding taxes. The Merger Consideration is subject to potential downward adjustment based on (i) the number of homes under management by Vacasa and its subsidiaries as of twelve business days prior to the anticipated closing date (the “Adjustment Measurement Date”) and (ii) Vacasa’s Liquidity (as defined in Vacasa’s Credit Agreement) as of the most recently available calculation of Liquidity within seven days of the Adjustment Measurement Date. Vacasa will issue a press release prior to the closing of the Mergers announcing the final Merger Consideration.

The Merger Consideration will not be paid in respect of (i) any shares of Class A Common Stock, Class B common stock, par value $0.00001 per share, of Vacasa (the “Class B Common Stock”) and Class G Common Stock held by Vacasa as treasury stock or owned by Parent or Merger Subs and any such shares owned by any direct or indirect wholly owned subsidiary of Parent or Merger Subs, in each case as of immediately prior to the Company Merger Effective Time (and excluding any Rollover Shares (as defined below)), which will cease to be outstanding, be automatically cancelled without payment of any consideration therefor or any conversion thereof and cease to exist, (ii) certain shares of Class A Common Stock held by the Rollover Stockholders (the “Rollover Shares”), which will be contributed to Parent immediately prior to the Vacasa LLC Units Redemption pursuant to the Support Agreements entered into in connection with the Merger Agreement (such contribution of Rollover Shares together with the contribution to Parent of certain Common Units (such contributed Common Units, the “Rollover Units”), the “Rollover”) and (iii) shares of Class A Common Stock held by holders who have not consented to the adoption of the Merger Agreement in writing and who have properly exercised appraisal rights with respect to their shares in accordance with, and who have complied with, Section 262 of the DGCL.

In connection with the Merger Agreement, MHRE STR II, LLC, TRT Investors 37, LLC and Roofstock, Inc. (the “Guarantors”) have delivered to Vacasa (i) a limited guarantee in favor of Vacasa and pursuant to which the Guarantors are guaranteeing certain obligations of Parent and Merger Subs in connection with the Merger Agreement and (ii) an executed equity commitment letter between Parent and the Guarantors pursuant to which the Guarantors have, together, committed to invest sufficient funds in Parent to finance a portion of the Merger Consideration.

The board of directors of Vacasa (the “Board”) formed a special committee of the Board comprised solely of disinterested and independent directors (the “Special Committee”), which, among other things, reviewed, evaluated and negotiated the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Mergers, in consultation with its independent legal and financial advisors and, where appropriate, with Vacasa’s management and Vacasa’s legal advisors. The Special Committee, as more fully described in the accompanying Proxy Statement (as defined below), unanimously (i) determined that the Merger Agreement, the Support Agreements and the transactions contemplated thereby, including the Mergers, are fair to, and in the best interests of, Vacasa and the holders of Class A Common Stock, Class B Common Stock and Class G Common Stock (“Company Stock”) (in their capacity as such), excluding the Rollover Stockholders (collectively, the “Unaffiliated Stockholders”), (ii) recommended that the Board approve and declare advisable the Merger Agreement and the transactions contemplated thereby, including the Mergers, and determined that the Merger Agreement and the transactions contemplated thereby, including the Mergers, are fair to, and in the best interests of, Vacasa and the Unaffiliated Stockholders and (iii) recommended that, subject to Board approval, the Board submit the Merger Agreement to the stockholders of Vacasa for their adoption and recommend that the stockholders of Vacasa vote in favor of the adoption of the Merger Agreement.

The Board (acting on the unanimous recommendation of the Special Committee) has (i) determined that the Merger Agreement, the Support Agreements and the transactions contemplated by the Merger Agreement, including the Mergers, are fair to, and in the best interests of, Vacasa, the Unaffiliated Stockholders, Vacasa LLC and its members, (ii) approved and declared advisable the Merger Agreement and the transactions contemplated thereby, including the Mergers, (iii) authorized and approved the execution, delivery and performance by Vacasa and Vacasa LLC of the Merger Agreement and the consummation of transactions contemplated thereby, including the Mergers, upon the terms and subject to the conditions contained therein, (iv) directed that the adoption of the Merger Agreement be submitted to a vote of the stockholders of Vacasa at a meeting of the stockholders of Vacasa, and (v) recommended that the stockholders of Vacasa vote in favor of the adoption of the Merger Agreement.

Concurrently with the filing of this Transaction Statement, the Company is filing with the SEC a proxy statement (the “Proxy Statement”) under Regulation 14A of the Exchange Act, pursuant to which the Board is soliciting proxies from stockholders of the Company in connection with the Mergers. The Proxy Statement is attached hereto as Exhibit (a)(1). A copy of the Merger Agreement is attached to the Proxy Statement as Annex A and is incorporated herein by reference. As of the date hereof, the Proxy Statement is in preliminary form, and is subject to completion or amendment. Terms used but not defined in this Transaction Statement have the meanings assigned to them in the Proxy Statement.

Pursuant to General Instruction F to Schedule 13E-3, the information in the Proxy Statement, including all annexes thereto, is expressly incorporated by reference herein in its entirety, and responses to each item herein

are qualified in their entirety by the information contained in the Proxy Statement. The cross-references below are being supplied pursuant to General Instruction G to Schedule 13E-3 and show the location in the Proxy Statement of the information required to be included in response to the items of Schedule 13E-3.

While each of the Filing Persons acknowledges that the Mergers are a “going private” transaction for purposes of Rule 13e-3 under the Exchange Act, the filing of this Transaction Statement shall not be construed as an admission by any Filing Person, or by any affiliate of a Filing Person, that the Company is “controlled” by any of the Filing Persons and/or their respective affiliates.

The information concerning Vacasa contained in, or incorporated by reference into, this Transaction Statement and the Proxy Statement was supplied by Vacasa. Similarly, all information concerning each other Filing Person contained in, or incorporated by reference into, this Transaction Statement and the Proxy Statement was supplied by such Filing Person.

Item 1.

Summary Term Sheet

Regulation M-A Item 1001

The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary”

“Questions and Answers About the Mergers”

Item 2.

Subject Company Information

Regulation M-A Item 1002

(a) Name and address. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

“The Parties to the Merger Agreement”

(b) Securities. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary”

“Questions and Answers About the Mergers”

“The Special Meeting—Record Date; Shares Entitled to Vote; Quorum”

“Important Information Regarding Vacasa”

“Important Information Regarding Vacasa—Security Ownership of Certain Beneficial Owners and Management”

(c) Trading market and price. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

“Important Information Regarding Vacasa—Market Price of Vacasa Class A Common Stock”

(d) Dividends. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

“Important Information Regarding Vacasa—Dividends”

“The Merger Agreement—Conduct of Vacasa’s Business Pending the Mergers”

(e) Prior public offerings. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

“Important Information Regarding Vacasa—Prior Public Offerings”

(f) Prior stock purchases. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Important Information Regarding Vacasa—Prior Public Offerings”

“Important Information Regarding Vacasa—Transactions in Vacasa Class A Common Stock”

“Important Information Regarding Vacasa—Past Contracts, Transactions, Negotiations and Agreements”

Item 3.

Identity and Background of Filing Person

Regulation M-A Item 1003

(a) — (c) Name and Address of Each Filing Person; Business and Background of Entities; Business and Background of Natural Persons. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary—The Parties to the Merger Agreement”

“The Parties to the Merger Agreement”

“Important Information Regarding Vacasa”

“Important Information Regarding the Filing Parties”

“Where You Can Find More Information”

Item 4. Terms of the Transaction

Regulation M-A Item 1004

(a)(1) Material terms. Tender offers. Not applicable

(a)(2) Mergers or Similar Transactions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary”

“Questions and Answers About the Mergers”

“Special Factors—Background of the Mergers”

“Special Factors—Recommendation of the Special Committee and the Board; Reasons for the Mergers”

“Special Factors—Required Stockholder Approval for the Mergers”

“Special Factors—Opinion of PJT Partners”

“Special Factors—Position of the Purchaser Filing Parties as to the Fairness of the Mergers”

“Special Factors—Position of the Rollover Filing Parties as to the Fairness of the Mergers”

“Special Factors—Plans for Vacasa After the Mergers”

“Special Factors—Certain Effects of the Mergers”

“Special Factors—Certain Effects on the Company if the Mergers are Not Completed”

“Special Factors—Certain Company Financial Forecasts”

“Special Factors—Anticipated Accounting Treatment”

“Special Factors—Interests of Our Directors and Executive Officers in the Mergers”

“Special Factors—Material U.S. Federal Income Tax Consequences of the Vacasa LLC Units Redemption and the Company Merger”

“The Special Meeting—Votes Required”

“The Merger Agreement—Treatment of Class A Common Stock and Class B Common Stock and Company Equity Awards”

“The Merger Agreement—Merger Consideration Adjustment”

“The Merger Agreement—Merger Consideration Adjustment Procedures”

“The Merger Agreement—Surrender and Payment Procedures”

“The Merger Agreement—Stockholders Meeting”

“The Merger Agreement—Conditions to the Mergers”

Annex A—Agreement and Plan of Merger

Annex B—Opinion of PJT Partners

(c) Different terms. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary”

“Questions and Answers About the Mergers”

“Special Factors—Certain Effects of the Mergers”

“Special Factors—Financing”

“Special Factors—Interests of Our Directors and Executive Officers in the Mergers”

“The Merger Agreement—Treatment of Class A Common Stock and Class B Common Stock and Company Equity Awards”

“The Merger Agreement—Merger Consideration Adjustment”

“The Merger Agreement—Merger Consideration Adjustment Procedures”

“The Merger Agreement—Surrender and Payment Procedures”

“The Merger Agreement—Indemnification; Directors’ and Officers’ Insurance”

“Support Agreements”

“Tax Receivable Agreement Amendment”

Annex A—Agreement and Plan of Merger

Annex C—Silver Lake Support Agreement

Annex D—Riverwood Support Agreement

Annex E—Level Equity Support Agreement

Annex F—Amendment No. 1 to Tax Receivable Agreement

(d) Appraisal rights. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary—Appraisal Rights”

“Questions and Answers About the Mergers”

“Special Factors—Certain Effects of the Mergers”

“Appraisal Rights”

(e) Provisions for unaffiliated security holders. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Special Factors—Recommendation of the Special Committee and the Board; Reasons for the Mergers”

“Special Factors—Certain Effects of the Mergers”

“Provisions for Unaffiliated Security Holders”

(f) Eligibility for listing or trading. Not applicable.

Item 5.

Past Contacts, Transactions, Negotiations and Agreements

Regulation M-A Item 1005

(a)(1) - (2) Transactions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary”

“Special Factors—Background of the Mergers”

“Special Factors—Certain Effects of the Mergers”

“Special Factors—Financing”

“Special Factors—Interests of Our Directors and Executive Officers in the Mergers”

“The Merger Agreement—Treatment of Class A Common Stock and Class B Common Stock and Company Equity Awards”

“Support Agreements”

“Tax Receivable Agreement Amendment”

“Important Information Regarding Vacasa—Prior Public Offerings”

“Important Information Regarding Vacasa—Transactions in Vacasa Class A Common Stock”

“Important Information Regarding Vacasa—Past Contracts, Transactions, Negotiations and Agreements”

“Important Information Regarding the Filing Parties”

Annex A—Agreement and Plan of Merger

Annex C—Silver Lake Support Agreement

Annex D—Riverwood Support Agreement

Annex E—Level Equity Support Agreement

Annex F—Amendment No. 1 to Tax Receivable Agreement

(b) - (c) Significant corporate events; Negotiations or contacts. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary”

“Special Factors—Background of the Mergers”

“Special Factors—Recommendation of the Special Committee and the Board; Reasons for the Mergers”

“Special Factors—Position of the Purchaser Filing Parties as to the Fairness of the Mergers”

“Special Factors—Position of the Rollover Filing Parties as to the Fairness of the Mergers”

“Special Factors—Financing”

“Special Factors—Interests of Our Directors and Executive Officers in the Mergers”

“The Merger Agreement”

“Support Agreements”

“Tax Receivable Agreement Amendment”

Annex A—Agreement and Plan of Merger

Annex C—Silver Lake Support Agreement

Annex D—Riverwood Support Agreement

Annex E—Level Equity Support Agreement

Annex F—Amendment No. 1 to Tax Receivable Agreement

(e) Agreements involving the subject company’s securities. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary”

“Questions and Answers About the Mergers”

“Special Factors—Background of the Mergers”

“Special Factors—Certain Effects of the Mergers”

“Special Factors—Interests of Our Directors and Executive Officers in the Mergers”

“The Merger Agreement”

“Support Agreements”

“Tax Receivable Agreement Amendment”

“Important Information Regarding Vacasa—Transactions in Vacasa Class A Common Stock”

“Important Information Regarding Vacasa—Past Contracts, Transactions, Negotiations and Agreements”

Annex A—Agreement and Plan of Merger

Annex C—Silver Lake Support Agreement

Annex D—Riverwood Support Agreement

Annex E—Level Equity Support Agreement

Annex F—Amendment No. 1 to Tax Receivable Agreement

Item 6.

Purposes of the Transaction and Plans or Proposals

Regulation M-A Item 1006

(b) Use of securities acquired. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary”

“Special Factors—Plans for Vacasa After the Mergers”

“Special Factors—Certain Effects of the Mergers”

“Special Factors—Certain Effects on the Company if the Mergers are Not Completed”

“Special Factors—Financing”

“Special Factors—Interests of Our Directors and Executive Officers in the Mergers”

“Special Factors—Delisting and Deregistration of Class A Common Stock”

“The Merger Agreement—Effects of the Mergers; Directors and Officers; Certificate of Incorporation; Bylaws”

“The Merger Agreement—Treatment of Class A Common Stock and Class B Common Stock and Company Equity Awards”

“The Merger Agreement—Merger Consideration Adjustment”

“The Merger Agreement—Merger Consideration Adjustment Procedures”

“The Merger Agreement—Surrender and Payment Procedures”

“The Merger Agreement—Conduct of Vacasa’s Business Pending the Mergers”

Annex A—Agreement and Plan of Merger

(c)(1) - (8) Plans. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary”

“Questions and Answers About the Mergers”

“Special Factors—Background of the Mergers”

“Special Factors—Recommendation of the Special Committee and the Board; Reasons for the Mergers”

“Special Factors—Purposes and Reasons of the Filing Parties for the Mergers”

“Special Factors—Position of the Purchaser Filing Parties as to the Fairness of the Mergers”

“Special Factors—Position of the Rollover Filing Parties as to the Fairness of the Mergers”

“Special Factors—Plans for Vacasa After the Mergers”

“Special Factors—Certain Effects of the Mergers”

“Special Factors—Certain Effects on the Company if the Mergers are Not Completed”

“Special Factors—Financing”

“Special Factors—Interests of Our Directors and Executive Officers in the Mergers”

“Special Factors—Delisting and Deregistration of Class A Common Stock”

“The Merger Agreement—Effects of the Mergers; Directors and Officers; Certificate of Incorporation; Bylaws”

“The Merger Agreement—Treatment of Class A Common Stock and Class B Common Stock and Company Equity Awards”

“The Merger Agreement—Merger Consideration Adjustment”

“The Merger Agreement—Merger Consideration Adjustment Procedures”

“The Merger Agreement—Surrender and Payment Procedures”

“The Merger Agreement—Conduct of Vacasa’s Business Pending the Mergers”

“Support Agreements”

“Tax Receivable Agreement Amendment”

“Important Information Regarding Vacasa”

Annex A—Agreement and Plan of Merger

Item 7.

Purposes, Alternatives, Reasons and Effects

Regulation M-A Item 1013

(a) Purposes. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary”

“Questions and Answers About the Mergers”

“Special Factors—Background of the Mergers”

“Special Factors—Recommendation of the Special Committee and the Board; Reasons for the Mergers”

“Special Factors—Opinion of PJT Partners”

“Special Factors—Purposes and Reasons of the Filing Parties for the Mergers”

“Special Factors—Position of the Purchaser Filing Parties as to the Fairness of the Mergers”

“Special Factors—Position of the Rollover Filing Parties as to the Fairness of the Mergers”

“Special Factors—Plans for Vacasa After the Mergers”

“Special Factors—Certain Effects of the Mergers”

(b) Alternatives. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary”

“Special Factors—Background of the Mergers”

“Special Factors—Recommendation of the Special Committee and the Board; Reasons for the Mergers”

“Special Factors—Purposes and Reasons of the Filing Parties for the Mergers”

“Special Factors—Position of the Purchaser Filing Parties as to the Fairness of the Mergers”

“Special Factors—Position of the Rollover Filing Parties as to the Fairness of the Mergers”

“Special Factors—Certain Effects on the Company if the Mergers are Not Completed”

(c) Reasons. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary”

“Special Factors—Background of the Mergers”

“Special Factors—Recommendation of the Special Committee and the Board; Reasons for the Mergers”

“Special Factors—Opinion of PJT Partners”

“Special Factors—Purposes and Reasons of the Filing Parties for the Mergers”

“Special Factors—Position of the Purchaser Filing Parties as to the Fairness of the Mergers”

“Special Factors—Position of the Rollover Filing Parties as to the Fairness of the Mergers”

“Special Factors—Certain Effects of the Mergers”

“Special Factors—Certain Effects on the Company if the Mergers are Not Completed”

“Special Factors—Certain Company Financial Forecasts”

Annex B—Opinion of PJT Partners

(d) Effects. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary”

“Questions and Answers About the Mergers”

“Special Factors—Background of the Mergers”

“Special Factors—Recommendation of the Special Committee and the Board; Reasons for the Mergers”

“Special Factors—Opinion of PJT Partners”

“Special Factors—Purposes and Reasons of the Filing Parties for the Mergers”

“Special Factors—Position of the Purchaser Filing Parties as to the Fairness of the Mergers”

“Special Factors—Position of the Rollover Filing Parties as to the Fairness of the Mergers”

“Special Factors—Plans for Vacasa After the Mergers”

“Special Factors—Certain Effects of the Mergers”

“Special Factors—Certain Effects on the Company if the Mergers are Not Completed”

“Special Factors—Financing”

“Special Factors—Interests of Our Directors and Executive Officers in the Mergers”

“Special Factors—Fees and Expenses”

“Special Factors—Delisting and Deregistration of Class A Common Stock”

“Special Factors—Material U.S. Federal Income Tax Consequences of the Vacasa LLC Units Redemption and the Company Merger”

“The Merger Agreement—Effects of the Mergers; Directors and Officers; Certificate of Incorporation; Bylaws”

“The Merger Agreement—Treatment of Class A Common Stock and Class B Common Stock and Company Equity Awards”

“The Merger Agreement—Merger Consideration Adjustment”

“The Merger Agreement—Merger Consideration Adjustment Procedures”

“The Merger Agreement—Surrender and Payment Procedures”

“The Merger Agreement—Conduct of Vacasa’s Business Pending the Mergers”

“The Merger Agreement—Indemnification; Directors’ and Officers’ Insurance”

“Appraisal Rights”

Annex A—Agreement and Plan of Merger

Annex B—Opinion of PJT Partners

Item 8.

Fairness of the Transaction

Regulation M-A Item 1014

(a) - (b) Fairness; Factors considered in determining fairness. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary”

“Questions and Answers About the Mergers”

“Special Factors—Background of the Mergers”

“Special Factors—Recommendation of the Special Committee and the Board; Reasons for the Mergers”

“Special Factors—Opinion of PJT Partners”

“Special Factors—Position of the Purchaser Filing Parties as to the Fairness of the Mergers”

“Special Factors—Position of the Rollover Filing Parties as to the Fairness of the Mergers”

“Special Factors—Certain Effects of the Mergers”

“Special Factors—Interests of Our Directors and Executive Officers in the Mergers”

“Provisions for Unaffiliated Security Holders”

Annex B—Opinion of PJT Partners

The discussion materials to the Special Committee dated October 17, 2024, November 5, 2024, December 8, 2024, December 9, 2024 and December 29, 2024, each prepared by PJT Partners and reviewed by the Special Committee, are filed as Exhibits (c)(ii) – (c)(vi) and are incorporated herein by reference.

(c) Approval of security holders. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary”

“Questions and Answers About the Mergers”

“Special Factors—Background of the Mergers”

“Special Factors—Recommendation of the Special Committee and the Board; Reasons for the Mergers”

“Special Factors—Required Stockholder Approval for the Mergers”

“The Special Meeting—Votes Required”

“The Merger Agreement—Stockholders Meeting”

“The Merger Agreement—Conditions to the Mergers”

Annex A—Agreement and Plan of Merger

(d) Unaffiliated representative. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary”

“Special Factors—Background of the Mergers”

“Special Factors—Recommendation of the Special Committee and the Board; Reasons for the Mergers”

“Special Factors—Position of the Purchaser Filing Parties as to the Fairness of the Mergers”

“Special Factors—Position of the Rollover Filing Parties as to the Fairness of the Mergers”

“Provisions for Unaffiliated Security Holders”

(e) Approval of directors. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary”

“Questions and Answers About the Mergers”

“Special Factors—Background of the Mergers”

“Special Factors—Recommendation of the Special Committee and the Board; Reasons for the Mergers”

“Special Factors—Opinion of PJT Partners”

“Special Factors—Position the Purchaser Filing Parties as to the Fairness of the Mergers”

“Special Factors—Position of the Rollover Filing Parties as to the Fairness of the Mergers”

“Special Factors—Interests of Our Directors and Executive Officers in the Mergers”

“Proposal 1: The Merger Proposal”

(f) Other offers. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Special Factors—Background of the Mergers”

“Special Factors—Recommendation of the Special Committee and the Board; Reasons for the Mergers”

Item 9.

Reports, Opinions, Appraisals and Negotiations

Regulation M-A Item 1015

(a) - (b) Report, opinion or appraisal; Preparer and summary of the report, opinion or appraisal. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary”

“Questions and Answers About the Mergers”

“Special Factors—Background of the Mergers”

“Special Factors—Recommendation of the Special Committee and the Board; Reasons for the Mergers”

“Special Factors—Opinion of PJT Partners”

“Special Factors—Position of the Purchaser Filing Parties as to the Fairness of the Mergers”

“Special Factors—Position of the Rollover Filing Parties as to the Fairness of the Mergers”

“Where You Can Find More Information”

Annex B—Opinion of PJT Partners

(c) Availability of documents. The reports, opinions or appraisals referenced in this Item 9 will be made available for inspection and copying at the principal executive offices of the Company during its regular business hours by any interested equity holder of the Company or by a representative who has been so designated in writing.

Item 10.

Source and Amounts of Funds or Other Consideration

Regulation M-A Item 1007

(a) - (b), (d) Source of funds; Conditions; Borrowed funds. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary”

“Special Factors—Financing”

“The Merger Agreement—Conduct of Vacasa’s Business Pending the Mergers”

“The Merger Agreement—Conditions to the Mergers”

“The Merger Agreement—Equity Financing”

Annex A—Agreement and Plan of Merger

Equity Commitment Letter, dated as of December 30, 2024, from Roofstock, Inc., MHRE STR II, LLC and TRT Investors 37, LLC, is attached hereto as Exhibit (b)(i) and is incorporated herein by reference.

(c) Expenses. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary”

“Questions and Answers About the Mergers”

“Special Factors—Certain Effects on the Company if the Mergers are Not Completed”

“Special Factors—Fees and Expenses”

“Special Factors—Opinion of PJT Partners”

“The Merger Agreement—Company Termination Fee”

“The Merger Agreement—Parent Termination Fee”

“The Merger Agreement—Expenses”

“The Special Meeting—Solicitation of Proxies”

Annex A—Agreement and Plan of Merger

Annex B—Opinion of PJT Partners

Item 11.

Interest in Securities of the Subject Company

Regulation M-A Item 1008

(a) Securities ownership. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary”

“Special Factors—Interests of Our Directors and Executive Officers in the Mergers”

“Support Agreements”

“Important Information Regarding Vacasa”

“Important Information Regarding Vacasa—Security Ownership of Certain Beneficial Owners and Management”

Annex C—Silver Lake Support Agreement

Annex D—Riverwood Support Agreement

Annex E—Level Equity Support Agreement

(b) Securities transactions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Special Factors—Background of the Mergers”

“The Merger Agreement”

“Support Agreements”

“Important Information Regarding Vacasa—Prior Public Offerings”

“Important Information Regarding Vacasa—Transactions in Vacasa Class A Common Stock”

Annex A—Agreement and Plan of Merger

Annex C—Silver Lake Support Agreement

Annex D—Riverwood Support Agreement

Annex E—Level Equity Support Agreement

Item 12.

The Solicitation or Recommendation

Regulation M-A Item 1012

(d) Intent to tender or vote in a going-private transaction. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary”

“Questions and Answers About the Mergers”

“Special Factors—Recommendation of the Special Committee and the Board; Reasons for the Mergers”

“Special Factors—Position of the Purchaser Filing Parties as to the Fairness of the Mergers”

“Special Factors—Position of the Rollover Filing Parties as to the Fairness of the Mergers”

“Special Factors—Intent of Vacasa’a Directors and Executive Officers to Vote in Favor of the Mergers”

“Support Agreements”

“The Merger Agreement—Vote of the Rollover Stockholders”

Annex C—Silver Lake Support Agreement

Annex D—Riverwood Support Agreement

Annex E—Level Equity Support Agreement

(e) Recommendation of others. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary”

“Questions and Answers About the Mergers”

“Special Factors—Background of the Mergers”

“Special Factors—Recommendation of the Special Committee and the Board; Reasons for the Mergers”

“Special Factors—Position of the Purchaser Filing Parties as to the Fairness of the Mergers”

“Special Factors—Position of the Rollover Filing Parties as to the Fairness of the Mergers”

Item 13.

Financial Statements

Regulation M-A Item 1010

(a) Financial information. The audited consolidated financial statements set forth in Item 8 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 are incorporated herein by reference. The unaudited condensed consolidated financial statements set forth in Item 1 of the Company Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2024 are incorporated herein by reference.

The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Special Factors—Certain Effects of the Mergers”

“Special Factors—Certain Company Financial Forecasts”

“Important Information Regarding Vacasa—Book Value Per Share”

“Where You Can Find More Information”

(b) Pro forma information. Not applicable.

Item 14.

Persons/Assets, Retained, Employed, Compensated or Used

Regulation M-A Item 1009

(a) - (b) Solicitations or recommendations; Employees and corporate assets. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary”

“Questions and Answers About the Mergers”

“Special Factors—Background of the Mergers”

“Special Factors—Recommendation of the Special Committee and the Board; Reasons for the Mergers”

“Special Factors—Position of the Purchaser Filing Parties as to the Fairness of the Mergers”

“Special Factors—Position of the Rollover Filing Parties as to the Fairness of the Mergers”

“Special Factors—Interests of Our Directors and Executive Officers in the Mergers”

“Special Factors—Fees and Expenses”

“The Special Meeting—Solicitation of Proxies”

Item 15.

Additional Information

Regulation M-A Item 1011

(b) Golden Parachute Compensation. Not applicable.

(c) Other material information. The information set forth in the Proxy Statement, including all annexes thereto, is incorporated herein by reference.

Item 16.

Exhibits

Regulation M-A Item 1016

The following exhibits are filed herewith:


(a)(2)(i)			Preliminary Proxy Statement of Vacasa, Inc. (included in the Schedule 14A filed on January 31, 2025 and incorporated herein by reference).
(a)(2)(ii)			Form of Proxy Card (included in the Proxy Statement and incorporated herein by reference).
(a)(2)(iii)			Letter to Stockholders (included in the Proxy Statement and incorporated herein by reference).
(a)(2)(iii)			Notice of Special Meeting of Stockholders (included in the Proxy Statement and incorporated herein by reference).
(a)(2)(iv)			Press Release announcing the Proposed Transaction (included in Schedule 14A filed on December 30, 2024 and incorporated herein by reference).
(a)(2)(v)			Email to Employees (included in Schedule 14A filed on December 30, 2024 and incorporated herein by reference).
(a)(2)(vi)			Frequently Asked Questions for Employees (included in Schedule 14A filed on December 30, 2024 and incorporated herein by reference).
(a)(2)(vii)			Current Report on Form 8-K, dated December 31, 2024 (included in Schedule 14A filed on December 31, 2024 and incorporated herein by reference).
(b)(i)			Equity Commitment Letter, dated as of December 30, 2024, entered into by Roofstock, Inc., MHRE STR II, LLC, and TRT Investors 37, LLC.
(b)(ii)			Limited Guarantee, dated as of December 30, 2024, entered into by Roofstock, Inc., MHRE STR II, LLC, and TRT Investors 37, LLC in favor of Vacasa, Inc.
(c)(i)			Opinion of PJT Partners LP, dated December 30, 2024 (included as Annex B to the Proxy Statement and incorporated herein by reference).
(c)(ii)*			Discussion materials to the Special Committee, dated October 17, 2024, prepared by PJT Partners LP and reviewed by the Special Committee.
(c)(iii)			Discussion materials to the Special Committee, dated November 5, 2024, prepared by PJT Partners LP and reviewed by the Special Committee.
(c)(iv)			Discussion materials to the Special Committee, dated December 8, 2024, prepared by PJT Partners LP and reviewed by the Special Committee.
(c)(v)			Discussion materials to the Special Committee, dated December 9, 2024, prepared by PJT Partners LP and reviewed by the Special Committee.
(c)(vi)			Discussion materials to the Special Committee, dated December 29, 2024, prepared by PJT Partners LP and reviewed by the Special Committee.
(d)(i)			Agreement and Plan of Merger, dated as of December 30, 2024, by and among Casago Holdings, LLC, Vista Merger Sub II Inc., Vista Merger Sub LLC, Vacasa Holdings LLC and Vacasa, Inc. (included as Annex A to the Proxy Statement and incorporated herein by reference).
(d)(ii)			Support Agreement, dated as of December 30, 2024, by and among SLP V Venice Feeder I, L.P., SLP Venice Holdings, L.P., Casago Holdings, LLC and Vacasa, Inc. (included as Annex C to the Proxy Statement and incorporated herein by reference).
(d)(iii)			Support Agreement, dated as of December 30, 2024, by and among RW Vacasa AIV L.P., RW Industrious Blocker L.P., RCP III Vacasa AIV L.P., Riverwood Capital Partners II (Parallel-B) L.P., Riverwood Capital Partners III (Parallel-B) L.P., RCP III (A) Vacasa AIV L.P., RCP III Blocker Feeder L.P., RCP III (A) Blocker Feeder L.P., Casago Holdings, LLC and Vacasa, Inc. (included as Annex D to the Proxy Statement and incorporated herein by reference).
(d)(iv)			Support Agreement, dated as of December 30, 2024, by and among Level Equity Opportunities Fund 2015, L.P., Level Equity Opportunities Fund 2018, L.P., LEGP II AIV(B), L.P., LEGP I VCS, LLC, LEGP II VCS, LLC, Level Equity – VCS Investors, LLC, Casago Holdings, LLC and Vacasa, Inc. (included as Annex E to the Proxy Statement and incorporated herein by reference).
(d)(v)			Amendment No. 1 to the Tax Receivable Agreement, dated as of December 30, 2024, by and among Vacasa, Inc., Vacasa Holdings LLC, SLP Venice Holdings, L.P. and the Holders parties thereto (included as Annex F to the Proxy Statement and incorporated herein by reference).


(d)(vi)			Interim Investors Agreement, dated as of December 30, 2024, by and among Casago Global, LLC, Casago Holdings, LLC, the Rollover Stockholders and the other parties appearing on the signature pages thereto and any person that executes a joinder thereto in such capacity in accordance with the terms thereof.
(f)			Section 262 of the Delaware General Corporation Law.
(g)			None.
107			Filing Fee Table.

*	Certain portions of this exhibit marked with “[*]” have been redacted and separately filed with the Securities and Exchange Commission pursuant to a request for confidential treatment.

SIGNATURES

After due inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated as of January 31, 2025


VACASA, INC.

By:	/s/ Robert W. Greyber
	Name:	Robert W. Greyber
	Title:	Chief Executive Officer


VACASA HOLDINGS LLC

By:	/s/ Robert W. Greyber
	Name:	Robert W. Greyber
	Title:	Chief Executive Officer

[Signature Page to SC 13E-3]

After due inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated as of January 31, 2025


CASAGO HOLDINGS, LLC

By:	/s/ Steve Schwab
	Name:	Steve Schwab
	Title:	Chief Executive Officer


VISTA MERGER SUB II INC.

By:	/s/ Steve Schwab
	Name:	Steve Schwab
	Title:	Chief Executive Officer


VISTA MERGER SUB LLC

By:	/s/ Steve Schwab
	Name:	Steve Schwab
	Title:	Chief Executive Officer


CASAGO GLOBAL, LLC

By:	/s/ Steve Schwab
	Name:	Steve Schwab
	Title:	Chief Executive Officer

[Signature Page to SC 13E-3]

After due inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated as of January 31, 2025


ROOFSTOCK, INC.

By:	/s/ Gary Beasley
	Name:	Gary Beasley
	Title:	Chief Executive Officer

[Signature Page to SC 13E-3]

After due inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated as of January 31, 2025


MHRE STR II, LLC

By:	MHRE Partners, LP, a Delaware limited partnership

By:	MHRE Partners GP, LLC, a Delaware limited liability company its General Partner

By:	/s/ Randy P. Evans
	Name:	Randy P. Evans
	Title:	Vice President and Treasurer

[Signature Page to SC 13E-3]

After due inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated as of January 31, 2025


TRT INVESTORS 37, LLC

By:	/s/ Paul A. Jorge
	Name:	Paul A. Jorge
	Title:	Vice President and Secretary

[Signature Page to SC 13E-3]

After due inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated as of January 31, 2025


			SLP V VENICE FEEDER I, L.P.

			By:			Silver Lake Technology Associates V, L.P., its general partner
			By:			SLTA V (GP), L.L.C., its general partner
			By:			Silver Lake Group, L.L.C., its managing member

			By:			/s/ Joerg Adams
			Name:			Joerg Adams
			Title:			Managing Director

			SLP VENICE HOLDINGS, L.P.

			By:			SLP V Aggregator GP, L.L.C.
			By:			Silver Lake Technology Associates V, L.P., its general partner
			By:			SLTA V (GP), L.L.C., its general partner
			By:			Silver Lake Group, L.L.C., its managing member

			By:			/s/ Joerg Adams
			Name:			Joerg Adams
			Title:			Managing Director

			SLP V AGGREGATOR GP, L.L.C.

			By:			Silver Lake Technology Associates V,
						L.P., its managing member
			By:			SLTA V (GP), L.L.C., its general partner
			By:			Silver Lake Group, L.L.C., its managing member

			By:			/s/ Joerg Adams
			Name:			Joerg Adams
			Title:			Managing Director

			SILVER LAKE TECHNOLOGY ASSOCIATES V, L.P.

			By:			SLTA V (GP), L.L.C., its general partner
			By:			Silver Lake Group, L.L.C., its managing member

			By:			/s/ Joerg Adams
			Name:			Joerg Adams
			Title:			Managing Director

			SLTA V (GP), L.L.C.

			By:			Silver Lake Group, L.L.C., its managing member

			By:			/s/ Joerg Adams
			Name:			Joerg Adams
			Title:			Managing Director

			SILVER LAKE GROUP, L.L.C.

			By:			/s/ Joerg Adams
			Name:			Joerg Adams
			Title:			Managing Director

[Signature Page to SC 13E-3]

After due inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated as of January 31, 2025


			RW INDUSTRIOUS BLOCKER L.P.

			By:			Riverwood Capital II L.P., its general partner
			By:			Riverwood Capital GP II Ltd., its general partner

			By:			/s/ Jeffrey T. Parks
			Name:			Jeffrey T. Parks
			Title:			Director

			RW VACASA AIV L.P.

			By:			Riverwood Capital II L.P., its general partner
			By:			Riverwood Capital GP II Ltd., its general partner

			By:			/s/ Jeffrey T. Parks
			Name:			Jeffrey T. Parks
			Title:			Director

			RIVERWOOD CAPITAL PARTNERS II (PARALLEL-B) L.P.

			By:			Riverwood Capital II L.P., its general partner
			By:			Riverwood Capital GP II Ltd., its general partner

			By:			/s/ Jeffrey T. Parks
			Name:			Jeffrey T. Parks
			Title:			Director

			RIVERWOOD CAPITAL II L.P.

			By:			Riverwood Capital GP II Ltd., its general partner

			By:			/s/ Jeffrey T. Parks
			Name:			Jeffrey T. Parks
			Title:			Director

			RIVERWOOD CAPITAL GP II LTD.

			By:			/s/ Jeffrey T. Parks
			Name:			Jeffrey T. Parks
			Title:			Director

			RCP III (A) BLOCKER FEEDER L.P.

			By:			Riverwood Capital III L.P., its general partner
			By:			Riverwood Capital GP III Ltd., its general partner

			By:			/s/ Jeffrey T. Parks
			Name:			Jeffrey T. Parks
			Title:			Director

[Signature Page to SC 13E-3]


			RCP III BLOCKER FEEDER L.P.

			By:			Riverwood Capital III L.P., its general partner
			By:			Riverwood Capital GP III Ltd., its general partner

			By:			/s/ Jeffrey T. Parks
			Name:			Jeffrey T. Parks
			Title:			Director


			RCP III VACASA AIV L.P.

			By:			Riverwood Capital III L.P., its general partner
			By:			Riverwood Capital GP III Ltd., its general partner

			By:			/s/ Jeffrey T. Parks
			Name:			Jeffrey T. Parks
			Title:			Director


			RCP III (A) VACASA AIV L.P.

			By:			Riverwood Capital III L.P., its general partner
			By:			Riverwood Capital GP III Ltd., its general partner

			By:			/s/ Jeffrey T. Parks
			Name:			Jeffrey T. Parks
			Title:			Director


			RIVERWOOD CAPITAL PARTNERS III (PARALLEL-B) L.P.

			By:			Riverwood Capital III L.P., its general partner
			By:			Riverwood Capital GP III Ltd., its general partner

			By:			/s/ Jeffrey T. Parks
			Name:			Jeffrey T. Parks
			Title:			Director


			RIVERWOOD CAPITAL III L.P.

			By:			Riverwood Capital GP III Ltd., its general partner

			By:			/s/ Jeffrey T. Parks
			Name:			Jeffrey T. Parks
			Title:			Director


			RIVERWOOD CAPITAL GP III LTD.

			By:			/s/ Jeffrey T. Parks
			Name:			Jeffrey T. Parks
			Title:			Director

[Signature Page to SC 13E-3]

After due inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated as of January 31, 2025


LEVEL EQUITY OPPORTUNITIES FUND 2015, L.P.

By:	Level Equity Partners II (GP), L.P. its general partner
By:	Level Equity Associates II, LLC its general partner

By:	/s/ Nathan Linn
	Name:	Nathan Linn
	Title:	Chief Operating Officer

LEVEL EQUITY OPPORTUNITIES FUND 2018, L.P.

By:	Level Equity Partners IV (GP), L.P. its general partner
By:	Level Equity Associates IV, LLC its general partner

By:	/s/ Nathan Linn
	Name:	Nathan Linn
	Title:	Chief Operating Officer

LEGP II AIV(B), L.P.

By:	Level Equity Partners II (GP), L.P. its general partner
By:	Level Equity Associates II, LLC its general partner

By:	/s/ Nathan Linn
	Name:	Nathan Linn
	Title:	Chief Operating Officer

LEGP I VCS, LLC

By:	/s/ Nathan Linn
	Name:	Nathan Linn
	Title:	Chief Operating Officer

LEGP II VCS, LLC

By:	/s/ Nathan Linn
	Name:	Nathan Linn
	Title:	Chief Operating Officer

[Signature Page to SC 13E-3]


LEVEL EQUITY – VCS INVESTORS, LLC

By:	/s/ Nathan Linn
	Name:	Nathan Linn
	Title:	Chief Operating Officer

[Signature Page to SC 13E-3]

Exhibit (b)(i)

December 30, 2024

Casago Holdings, LLC

15475 N Greenway Hayden Loop, Suite B2

Scottsdale, AZ 85260-1616

Attention: Joseph Riley

Email: joseph@patriotfamilyhomes.com

Re: Equity Financing Commitment

Ladies and Gentlemen:

Reference is made to the Agreement and Plan of Merger, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Agreement”), by and among Casago Holdings, LLC, a Delaware limited liability company (“Parent”), Vista Merger Sub II Inc., a Delaware corporation and wholly owned Subsidiary of Parent (“Company Merger Sub”), Vista Merger Sub LLC, a Delaware limited liability company and wholly owned Subsidiary of Parent (“LLC Merger Sub” and collectively with Company Merger Sub, “Merger Subs”), Vacasa, Inc., a Delaware corporation (the “Company”) and Vacasa Holdings LLC, a Delaware limited liability company (“Company LLC”). Capitalized terms used and not defined herein but defined in the Agreement shall have the meanings ascribed to them in the Agreement. This letter is being delivered by each of the undersigned “Equity Investors” set forth on Annex A hereto (each, an “Equity Investor”) to Parent in connection with the execution of the Agreement.

1. Commitment. This letter confirms the irrevocable commitment of each Equity Investor, on a several (and not joint or joint and several) basis, subject to the conditions set forth herein, to purchase (or cause an assignee permitted by the terms of Section 4(a) hereof to purchase) at the Closing (if and when such Closing is required to occur under Section 1.3 of the Agreement), directly or indirectly, equity of Parent (such equity of Parent, the “Subject Equity Securities”) for a cash amount equal to the “Commitment Amount” set forth opposite such Equity Investor’s name on Annex A hereto (each such amount, as may be reduced pursuant to the penultimate sentence of this Section 1, an “Equity Financing Commitment” and the aggregate Equity Financing Commitments, the “Aggregate Equity Financing Commitment”), solely for the purpose of Parent funding the payment of, together with the proceeds of the Rollover, (i) the aggregate consideration required to be paid by Parent at the Closing under the Agreement (including the payments required to be made by Parent under Section 4.2 and Section 4.7 of the Agreement), and (ii) all fees and expenses required to be paid by Parent at the Closing or thereafter under the Agreement in connection with the transactions contemplated by the Agreement, in each case, if and only to the extent required to be funded by Parent at or prior to the Closing pursuant to the Agreement (collectively, the “Required Parent Payments”) and not for any other purpose; provided that to the extent an Equity Investor syndicates or otherwise assigns a portion of its Equity Financing Commitment in accordance with Section 4(a), its Equity Financing Commitment shall be proportionally reduced by the portion of such Equity Financing Commitment syndicated or assigned to such assignee. Notwithstanding anything to the contrary in this letter, the Equity Investors may change each Equity Investor’s Equity Financing Commitment without the consent of any other party hereto (other than the Equity Investor whose Equity Financing Commitment is to be changed); provided that the sum of the Equity Investors’ Equity Financing Commitments shall remain, in the aggregate, equal to the Aggregate Equity Financing Commitment and any such change shall not relieve any Equity Investor of its obligations under this letter (including with respect to such Equity Investor’s Equity Financing Commitment) nor reasonably be expected to impede or delay the Mergers. The parties hereto understand and agree that (A) no Equity Investor (together with its permitted assigns) shall under any circumstances be obligated to purchase any equity or debt securities of, or make any other payment to or investment in, Parent or any other Person, other than the purchase of the Subject Equity Securities pursuant to the terms hereof for an aggregate purchase price equal to such Equity Investor’s Equity Financing Commitment, and (B) the funding of each Equity Financing Commitment will occur contemporaneously with or immediately prior to the Closing. The obligation of each Equity Investor (together with its permitted assigns) to fund such Equity Investor’s Equity Financing Commitment at the Closing is subject to the terms of this letter and each of the following conditions: (1) the satisfaction or waiver by Parent, and the continued satisfaction or waiver by Parent, of all of the conditions to Parent’s obligations to effect the Closing set forth in Article VII of the Agreement (other than those conditions that by their nature are to be satisfied at the Closing, each of which is capable of being satisfied) and Parent otherwise being required to consummate the Closing pursuant to the terms of the Agreement and (2) the prior or substantially contemporaneous contribution of each of the Rollover Stockholders that has entered into a Support Agreement of all of such Rollover Stockholder’s Rollover Equity to Parent (or any direct or indirect parent entity thereof), in each case, as specified in such Rollover Stockholder’s Support Agreement. The amount to be funded under this letter will be reduced in the manner designated by Parent only to the extent that Parent does not require all of the equity financing contemplated by the Aggregate Equity Financing Commitment (whether as a result of proceeds of the Rollover or otherwise) in order to consummate the transactions contemplated by the Agreement and fulfill all of its payment obligations thereunder; provided, that any such reduction shall be applied pro rata across all Commitment Amounts. Notwithstanding anything to the contrary herein, in no event shall any Equity Investor be obligated to (x) fund such Equity Investor’s Equity Financing Commitment at any time hereunder unless each of the conditions set forth in this Section 1 is satisfied and (y) contribute to, purchase or otherwise provide funds to Parent (or otherwise) in an amount (in the aggregate) in excess of such Equity Investor’s Equity Financing Commitment.

2. Termination. This letter and the Equity Investors’ obligation to fund all or any portion of such Equity Investor’s Equity Financing Commitment will terminate automatically and immediately upon the earliest to occur of:

(a) the valid termination of the Agreement in accordance with its terms;

(b) the consummation of the Closing or, if later, the final determination of the Adjusted Merger Consideration, but only upon the payment in full of all Required Parent Payments; and

(c) without limiting any rights of Parent under the Agreement, the assertion in writing in any claim, litigation or other similar formal proceeding, by the Company or any of its Affiliates or representatives of any claim, action, complaint, suit, demand, request for relief or proceeding of any nature (whether in equity, tort, contract or otherwise) (collectively, a “Proceeding”) against any Equity Investor, Parent or any other Parent Related Party (as defined below) in connection with or relating to this letter, the Guarantee by the Equity Investors in favor of the Company, dated as of the date hereof (the “Guarantee”), the Agreement or any of the transactions contemplated hereby or thereby (including in respect of any oral representations made or alleged to be made in connection therewith) other than a Proceeding only asserting Non-Prohibited Claims (as defined below); provided, that, any such termination pursuant to this clause (c) shall only be effective if, prior to any such termination, Parent has first delivered a written notice to the Company pursuant to Section 15 requesting that such claim be withdrawn, dismissed or amended either (at the election of Parent) to remove such claim or remove Parent, any Equity Investor or any Parent Related Party (as applicable) and such claim is not irrevocably and unconditionally withdrawn, dismissed or amended to remove such claim or remove Parent, any Equity Investor or any Parent Related Party (as applicable) within five (5) Business Days after such written notice is delivered.

Upon termination of this letter pursuant to this Section 2 and except as set forth in the Guarantee, neither the Equity Investors nor any of their respective representatives or assignees shall have any further obligations or liabilities hereunder with respect to the Aggregate Equity Financing Commitment, which shall become null and void ab initio. Parent shall use reasonable efforts to promptly notify the Equity Investors upon obtaining actual knowledge of a purported or valid termination of the Merger Agreement by a party thereto.

3. Representations and Warranties. Each Equity Investor hereby represents and warrants, on a several (and not joint or joint and several) basis, to Parent and the Company that: (a) it is a legal entity duly organized, validly existing and in good standing (with respect to jurisdictions that recognize the concept of good standing) under the applicable Laws of the jurisdiction of its organization; (b) it has all requisite power and authority to execute, deliver and perform its obligations under this letter; (c) the execution, delivery and performance of this letter by it has been duly and validly authorized and approved by all necessary entity action by it, and no other proceedings or actions are necessary therefor; (d) assuming due execution and delivery by the other parties hereto, this letter has been duly and validly executed and delivered by it and constitutes a valid and legally binding obligation of it, enforceable against it in accordance with the terms of this letter, subject to the Remedies Exceptions; (e) the consents, approvals, authorizations, permits of, filings with and notifications to, any Governmental Authority if any, necessary for the due execution, delivery and performance of this letter by it have been obtained or made and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any Governmental Authority is required in connection with the execution, delivery or performance of this letter; (f) all funds necessary to fulfill such Equity Investor’s Equity Financing Commitment (taking into account any portion thereof validly assigned to any other person in accordance with the terms hereof) shall be available to such Equity Investor at such time as such Equity Investor’s applicable Equity Financing Commitment becomes due and payable; and (g) the execution, delivery and performance of this letter by it does not and will not violate its organizational documents.

4. Assignment; Amendments and Waivers; Entire Agreement.

(a) The rights and obligations under this letter may not be assigned or delegated (whether by operation of law, merger, consolidation or otherwise) by any party hereto without the prior written consent of the other parties hereto, and any attempted assignment shall be null and void and of no force or effect. Notwithstanding the foregoing, each of the Equity Investors may assign all or a portion of its obligations to fund such Equity Investor’s Equity Financing Commitment to any (i) Affiliate of such Equity Investor (other than Parent or any Subsidiary thereof), (ii) other Equity Investor or (iii) other third-party equity investor; provided that no such assignment shall (a) relieve such Equity Investor of its obligations hereunder except to the extent actually performed or satisfied by the assignee nor (b) reasonably be expected to impede or delay the Mergers or increase the risk of not obtaining any approval from a Governmental Authority necessary to consummate the Mergers.

(b) This letter may not be amended, and no provision hereof waived or modified, except by a written instrument signed, in the case of an amendment, by each of the parties hereto and the Company, and in the case of a waiver, by the party against whom the waiver is to be effective and the Company.

(c) Together with the Guarantee, this letter contains all of the terms and conditions agreed to by the parties hereto relating to the subject matter hereof and constitutes the entire agreement and supersedes all prior and contemporaneous agreements, negotiations, correspondence, undertakings, communications and understandings, both written and oral, among or between the parties hereto or their representatives with respect to the transactions contemplated thereby (other than the Agreement and the other agreements referred to herein or therein as being entered into in connection with the Agreement).

5. No Third Party Beneficiaries. This letter shall be binding solely on, and inure solely to the benefit of, the parties hereto and their respective successors and permitted assigns and nothing set forth in this letter (except as expressly set forth immediately below) shall be construed to confer upon or give to any Person, other than the parties hereto and their respective successors and permitted assigns, any benefits, rights or remedies under or by reason of, or any rights to enforce or cause Parent to enforce, the Equity Financing Commitments or any provisions of this letter; provided, however, that (a) Parent Related Parties (as defined below) are express, intended third-party beneficiaries of Section 6(a) hereof; and (b) the Company is an express, intended third party beneficiary of (x) the rights specified in its name in Sections 3, 4, 6(b), and 9 of this letter and (y) the rights of Parent under Section 1 solely in the event that the Company is entitled, in accordance with, and subject to, the express terms and conditions of Section 9.6 of the Agreement, to enforce Parent’s obligation to effect the Closing and cause the Equity Financing to be funded by each of the Equity Investors in accordance with the terms and conditions of this letter. In no event may the Company, the Company’s equity holders or any of their respective Affiliates or Representatives or any other Person (other than Parent at the direction of the Equity Investors in their sole discretion) enforce any aspect of this letter if the Parent Termination Fee becomes due and payable in accordance with Section 8.2 of the Agreement and the Obligations (as defined in the Guarantee) in respect of the Parent Termination Fee have been paid under (and in accordance with) the Guarantee and the Agreement.

6. Limited Recourse; Enforcement.

(a) Notwithstanding anything that may be expressed or implied in this letter or any document or instrument delivered in connection herewith, Parent, by its acceptance of the benefits of the Equity Financing Commitments provided herein, and the Company, in its capacity as a third party beneficiary solely as and to the extent specified in, and on the terms and subject to the conditions of, this letter, each covenants, agrees and acknowledges, for themselves and their respective Affiliates, that no Person other than Parent and the Equity Investors shall have any obligation, liability or commitment of any nature hereunder (on the terms and subject to the conditions set forth herein) or in connection with the transactions contemplated hereby, and that, notwithstanding that an Equity Investor or any of its permitted assigns may be a partnership or limited liability company, it has no rights of recovery against, and no recourse hereunder or under any documents or instruments delivered in connection herewith, or in respect of any oral representations made or alleged to have been made in connection herewith or therewith, shall be had against, and no personal liability shall attach to, any former, current or future equity holder, controlling Person, director, officer, employee, agent, representative, member, manager, general or limited partner, stockholder, portfolio company, financing source or Affiliate or assignee of any Equity Investor (or any former, current or future equity holder, controlling Person, director, officer, employee, agent, representative, member, manager, general or limited partner, stockholder, portfolio company, financing source or Affiliate or assignee of any of the foregoing) (each of the foregoing, other than Parent, Merger Subs and the Equity Investors, a “Parent Related Party,” and collectively, the “Parent Related Parties”), whether by or through attempted piercing of the corporate (or limited liability company or limited partnership) veil, by or through a claim (whether at law or equity, or in tort, contract or otherwise) by or on behalf of any Equity Investor against any Parent Related Party, by the enforcement of any judgment or assessment or by any Proceeding, or by virtue of any applicable Law, or otherwise; provided that nothing herein shall limit (i) the rights of the Company against (A) Casago International, LLC under the Confidentiality Agreement, dated as of June 27, 2024 and (B) Roofstock, Inc. under the Confidentiality Agreement, dated as of September 5, 2024, solely in accordance with the terms and subject to the conditions thereof, (ii) the Company’s right, subject to the express requirements of Section 5 hereof and this Section 6, to enforce the terms and conditions of this letter specifically referenced in Sections 5 and this Section 6 (including specific performance of Parent’s obligation to cause the Equity Financing to be funded by each of the Equity Investors (which Proceeding may be brought directly against the Equity Investors) in accordance with the terms and conditions of this letter), (iii) the rights of the Company against Parent and/or Merger Subs under the Agreement, solely in accordance with the terms and subject to the conditions thereof, and (iv) any other Retained Claim (as defined in the Guarantee); provided, however, that no Proceeding under clause (ii) may seek to cause any Equity Investor to contribute more than such Equity Investor’s Equity Financing Commitment to Parent (each of clauses (i) through (iv), a “Non-Prohibited Claim”).

(b) This letter may only be enforced by Parent, and none of Parent’s creditors nor any other Person that is not a party to this letter shall have any right to enforce this letter or to cause Parent to enforce this letter except as specified in the proviso of the first sentence of Section 5 hereof. The exercise by Parent or the Company of any right to enforce this letter does not give rise to any other remedies, monetary or otherwise, such remedies being limited, as described in this letter, to those provided under the Guarantee. Notwithstanding anything to the contrary in this letter, each of the Equity Investors shall be entitled to assert as a defense to the obligation to fulfill such Equity Investor’s Equity Financing Commitment hereunder any defense that is or would be available to Parent under the Agreement (other than defenses arising based upon a lack of capacity, lack of authority, bankruptcy or insolvency or any other limitation to the enforceability or validity of, or defense based on the unenforceability or invalidity of, the obligations of Parent). Notwithstanding the foregoing, the Company shall be entitled to enforce the terms of this letter (to the extent provided in Section 5 hereof and this Section 6) or, in accordance with and subject to, the express terms and conditions of Section 9.6 of the Agreement to cause Parent to enforce the terms of this letter to cause the Equity Financing to be funded by each of the Equity Investors in accordance with the terms and conditions hereof. Notwithstanding anything to the contrary in this letter, this Section 6(b) shall survive the termination and expiration of this letter.

7. Sole Remedy. Without limiting the generality of Section 6 hereof, Parent shall not have any remedies against any Equity Investor or any of Parent Related Parties for any loss, damage or recovery of any kind (including consequential, indirect or punitive damages, and whether at law, in equity, based on contract, tort or otherwise) arising under or in connection with any breach of the Agreement or the failure of the transactions contemplated thereby to be consummated or otherwise in connection with the transactions contemplated hereby and thereby or in respect of any oral representations made or alleged to be made in connection therewith; provided, however, that the foregoing shall not limit Parent’s rights and remedies to enforce the express terms of this letter against the Equity Investors pursuant to and to the extent permitted by Section 6(b) or the Company’s rights with respect to Retained Claims.

8. Guarantee. Concurrently with the execution and delivery of this letter, the Equity Investors are executing and delivering the Guarantee to the Company pursuant to which the Equity Investors are guaranteeing certain of Parent’s payment obligations under the Agreement. The Company’s remedies against the Equity Investors under the Guarantee are, and are intended to be, the sole and exclusive direct or indirect remedies available to the Company, the Company’s equity holders and any of their respective Affiliates against the Equity Investors arising as a result of the failure of the Closing to occur and termination of the Agreement in accordance with its terms, subject to the express terms and conditions of the Guarantee.

9. Confidentiality. This letter shall be treated as confidential and is being provided solely in connection with the Agreement. This letter may not be used, circulated, quoted or otherwise referred to in any document (other than in or as contemplated by the Agreement or any other documents contemplated hereby or thereby), except with the written consent of each of the Equity Investors; provided that no such written consent shall be required for disclosures by Parent to the Equity Investors or any of their respective Representatives so long as such Persons agree to keep such information confidential on terms substantially identical to the terms contained in this Section 9; provided, further, that any party hereto may disclose the existence of this letter: (a) to its Affiliates (as well as its limited partners and investors and bona fide potential limited partners and investors under a separate obligation of confidentiality), lenders and potential lenders under a separate obligation of confidentiality, and its and their respective members, investors and representatives in connection with the negotiation or furtherance of the transactions contemplated by the Agreement, (b) to an Equity Investor’s permitted assignees that are subject to a separate obligation of confidentiality, (c) to the extent required by any applicable Law or legal process (provided that the disclosing party, to the extent legally permitted, promptly notifies the non-disclosing parties in reasonable detail of the circumstances giving rise to such required disclosure, so that the non-disclosing parties can seek a protective order or other appropriate remedy), and (d) in connection with any Proceeding to enforce the terms of this letter, the Agreement and the transactions contemplated thereby or in connection with the enforcement of any such party’s rights under the Guarantee.

10. Governing Law; Jurisdiction; Waiver of Jury Trial.

(a) This letter and any claim, cause of action or Action (whether at law, in contract or in tort) that may directly or indirectly be based upon, relate to or arise out of this letter or any transaction contemplated hereby, or the negotiation, execution or performance hereunder shall be governed by, and construed and enforced in accordance with, the Laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Delaware.

(b) In addition, each of the parties here (i) irrevocably and unconditionally submits to the personal jurisdiction and venue of the Court of Chancery of the State of Delaware and any state appellate court therefrom within the State of Delaware (or, if the Court of Chancery of the State of Delaware does not have subject matter jurisdiction, the United States District Court for the District of Delaware or, if jurisdiction is not then available in the United States District Court for the District of Delaware, then any Delaware state court) (the “Chosen Courts”), in the event of any claim, action or proceeding between the parties hereto (whether in contract, tort or otherwise) arises out of or relating to this letter or the transactions contemplated hereby, (ii) expressly waives any claim of lack of personal jurisdiction or improper venue and any claims that such courts are an inconvenient forum with respect to such a claim and (iii) agrees that it shall not bring any claim, action or proceeding against any other parties hereto arising out of or relating to this letter or the transactions contemplated hereby in any court other than the Chosen Courts and that a final judgment in any legal proceeding in the Chosen Courts will be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law, and (iv) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from the Chosen Courts. Each party hereto hereby irrevocably consents to the service of process of any of the aforementioned courts in any such suit, action or proceeding by the mailing of copies thereof by registered or certified mail or by overnight courier service, postage prepaid, to its address set forth in Section 15, such service to become effective ten days after such mailing.

(c) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE PURSUANT TO THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM, ACTION OR PROCEEDING (WHETHER IN CONTRACT, TORT OR OTHERWISE) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY (i) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (ii) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10, (1) UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, AND (2) MAKES THIS WAIVER VOLUNTARILY.

11. Headings. The descriptive headings herein are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this letter.

12. Counterparts. This letter and any amendments to this letter may be executed in any number of counterparts, each such counterpart being deemed to be an original instrument, and all such counterparts shall together constitute the same agreement and will become effective when one or more counterparts have been signed by each of the parties hereto and delivered to the other parties hereto, it being understood that all parties hereto need not sign the same counterpart. Delivery of an executed counterpart of a signature page to this letter by electronic transmission or by email of a .pdf attachment shall be effective as delivery of a manually executed counterpart of this letter.

13. Interpretation. The parties hereto acknowledge and agree that (a) each party hereto and its counsel reviewed and negotiated the terms and provisions of this letter and have contributed to its revision, (b) the rule of construction to the effect that any ambiguities are resolved against the drafting party shall not be employed in the interpretation of this letter and (c) the terms and provisions of this letter shall be construed fairly as to all parties hereto, regardless of which party was generally responsible for the preparation of this letter.

14. Severability. If any term or other provision of this letter is invalid, illegal or incapable of being enforced by any rule of law or equity, all other conditions and provisions of this letter shall nevertheless remain in full force and effect; provided, however, that this letter may not be enforced without giving effect to the limitation of the amount payable hereunder provided in Section 1(a) hereof, the conditions provided in clauses (1), (2), (3) and (4) of Section 1(a) hereof and the provisions of Section 2 and Section 6(a) hereof. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this letter so as to effect the original intent of the parties hereto as closely as possible to the fullest extent permitted by applicable Law in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.

15. Notices. All notices, requests, consents and other communications hereunder shall be in writing and shall be deemed sufficient if personally delivered, sent by internationally-recognized overnight courier, by electronic mail, or by registered or certified mail, return receipt requested and postage prepaid, in each case, to the address set forth beneath each party’s respective signature hereto or to such other address as the party to whom notice is to be given may have furnished to each other party in writing in accordance herewith, with a copy to such party’s legal counsel as set forth below its signature hereto. Any such notice or communication shall be deemed to have been received (a) in the case of personal delivery, on the date of such delivery, (b) in the case of internationally-recognized overnight courier, on the next Business Day after the date when sent, (c) in the case of electronic mail, upon transmission if successfully transmitted during normal business hours and, if not, the next Business Day after the date when sent, and (d) in the case of mailing, on the third (3rd) Business Day following that day on which the piece of mail containing such communication is posted.

[Remainder of this page intentionally left blank.]

	Very truly yours,

	EQUITY INVESTORS:

	ROOFSTOCK, INC.

	By:	/s/ Gary Beasley
		Name: Gary Beasley
		Title: Chief Executive Officer

	Roofstock, Inc.
	2001 Broadway, 4th Floor
	Oakland, CA 94612
	Attn: Legal Department
	Email: legalsupport@roofstock.com

	with a copy to (which shall not constitute notice):

	Fenwick & West LLP
	801 California Street
	Mountain View, CA 94041
	Attention: Steven Levine
	Email: slevine@fenwick.com

[Signature Page to Equity Commitment Letter]

	MHRE STR II, LLC

	By:	MHRE PARTNERS, LP,
		a Delaware limited partnership

	By:	MHRE Partners GP, LLC,
		a Delaware limited liability company
		its General Partner

	By:	/s/ Randy P. Evans
		Name: Randy P. Evans
		Title: Vice President and Treasurer

	4143 Maple Avenue
	Ste 300
	Dallas, TX 75219
	Attention: Randy Evans
	Email: rpe@miramarholdings.com

	with a copy to (which shall not constitute notice):

	Winston & Strawn LLP
	2121 N Pearl St
	Ste 900
	Dallas, TX 75201
	Attention: David Lange
	Email: DLange@winston.com

[Signature Page to Equity Commitment Letter]

	TRT INVESTORS 37, LLC

	By:	/s/ Paul A. Jorge
		Name: Paul A. Jorge
		Title: Vice President and Secretary

	4001 Maple Avenue
	Ste 600
	Dallas, TX 75219
	Attention: Paul Jorge
	Email: pjorge@trtholdings.com

	with a copy to (which shall not constitute notice):

	Winston & Strawn LLP
	2121 N Pearl St
	Ste 900
	Dallas, TX 75201
	Attention: David Lange
	Email: DLange@winston.com

[Signature Page to Equity Commitment Letter]

Accepted and acknowledged:

PARENT:

CASAGO HOLDINGS, LLC

By:	/s/ Joseph Riley
	Name: Joseph Riley
	Title: President

15475 N Greenway Hayden Loop, Suite B2
Scottsdale, AZ 85260-1616
Attention: Joseph Riley
Email: joseph@patriotfamilyhomes.com

with a copy to (which shall not constitute notice):
Skadden, Arps, Slate, Meagher & Flom LLP
One Manhattan West
New York, NY 10001
Attention: Christopher M. Barlow
Email: christopher.barlow@skadden.com

[Signature Page to Equity Commitment Letter]

ANNEX A

Equity Investor Commitments

Equity Investor		Commitment Amount
TRT Investors 37, LLC		U.S. $42,500,000
MHRE STR II, LLC		U.S. $42,500,000
Roofstock, Inc.		U.S. $40,000,000
	Total:	U.S. $125,000,000

Exhibit (b)(ii)

LIMITED GUARANTEE

This Limited Guarantee (this “Guarantee”) is made as of December 30, 2024, by each of the undersigned “Guarantors” set forth on Annex A hereto (each, a “Guarantor”) in favor of Vacasa, Inc., a Delaware corporation (the “Guaranteed Party”).

WHEREAS, reference is made herein to the Agreement and Plan of Merger, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time in accordance with its terms, the “Agreement”), by and among the Guaranteed Party, Casago Holdings, LLC, a Delaware limited liability company (“Parent”), Vista Merger Sub II Inc., a Delaware corporation and wholly owned Subsidiary of Parent (“Company Merger Sub”), Vista Merger Sub LLC, a Delaware limited liability company and wholly owned subsidiary of Parent (“LLC Merger Sub” and collectively with Company Merger Sub, “Merger Subs”) and Vacasa Holdings LLC, a Delaware limited liability company (“Company LLC”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement.

NOW, THEREFORE, as an inducement to the Guaranteed Party to enter into the Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the Guarantor undertakes and agrees for the benefit of the Guaranteed Party as follows:

1. Guarantee. Each Guarantor, on a several (and not joint or joint and several) basis, hereby absolutely, unconditionally and irrevocably guarantees to the Guaranteed Party, upon the terms and subject to the conditions set forth herein, the due and punctual payment when due to the Guaranteed Party of its “Contribution Percentage” set forth next to such Guarantor’s name on Annex A (such Guarantor’s “Contribution Percentage”) of (a) the Parent Termination Fee, if and only to the extent that the Parent Termination Fee is required to be paid by Parent to the Guaranteed Party pursuant to Section 8.2 of the Agreement, and (b) Parent’s obligation to pay any interest and costs and expenses of the Guaranteed Party pursuant to Section 8.2(d) of the Agreement, if and only to the extent required to be paid by Parent to the Guaranteed Party pursuant to the terms thereof, if and only to the extent required to be paid by Parent pursuant to the terms thereof (the obligations and amounts referred to in clauses (a) and (b), as may be reduced by the Reduction Amount (as defined in Section 2 hereof), the “Obligations”); provided that in no event shall (i) such Guarantor’s liability to the Guaranteed Party under this Guarantee exceed such Guarantor’s Contribution Percentage of the Obligations (the “Cap”) or (ii) the Guarantors’ aggregate liability to the Guaranteed Party under this Guarantee exceed an amount equal to $6,825,000 (the “Maximum Amount”). The parties hereto agree that this Guarantee may not be enforced against any Guarantor without giving full and absolute effect to such Guarantor’s Cap, the Maximum Amount and the limitation of liability of the Guarantors contained in this Section 1 with respect to the Parent Termination Fee. The Guaranteed Party agrees that in no event shall any Guarantor have any obligation or liability to any Person relating to, arising out of or in connection with the Agreement, this Guarantee or the transactions contemplated therein or herein, or any other agreement or instrument contemplated thereby or hereby, other than as expressly set forth herein or in the Equity Commitment Letter to which such Person is a party, if applicable. All payments hereunder shall be made in United States dollars, in immediately available funds. Notwithstanding anything herein to the contrary, each Guarantor shall be entitled to (in its sole and absolute discretion) cause another Person to make the payment on its behalf of its Obligations to the Guaranteed Party, if and only to the extent such payment is required pursuant to this Guarantee, in satisfaction of such Obligation and this Guarantee. The Guaranteed Party hereby agrees and acknowledges that no demand by the Guaranteed Party shall be made on any other Guarantor unless demand is also made in a substantially similar manner on all Guarantors and on each of the other Guarantors in accordance with this Guarantee, including on a pro rata basis based on each Guarantor’s respective Cap (other than against any Guarantor or other Guarantor that has satisfied and performed, or has then confirmed in writing that it is prepared to satisfy and perform, its obligations under this Guarantee).

2. Reduction. Notwithstanding anything herein to the contrary, the Guaranteed Party hereby agrees that (a) to the extent Parent is relieved of all or any portion of the Obligations (any amount so relieved, a “Reduction Amount”), (i) the Maximum Amount shall be reduced by an amount equal to such Reduction Amount, which shall result in a reduction of each Guarantor’s Cap in proportion to such Guarantor’s Contribution Percentage, and (ii) the Guarantors shall be relieved of the Reduction Amount under this Guarantee, which shall result in a reduction of each Guarantor’s Obligation, and (b) each Guarantor may assert, as a defense to, or release or discharge of, any payment or performance by such Guarantor under this Guarantee, any claim, set-off, deduction, defense or release that Parent could assert against the Guaranteed Party under the terms of, or with respect to, the Agreement.

3. Representations and Warranties. Each Guarantor hereby represents and warrants, on a several (and not joint or joint and several) basis, to the Guaranteed Party that: (a) it is a legal entity duly organized, validly existing and in good standing (with respect to jurisdictions that recognize the concept of good standing) under the applicable Laws of the jurisdiction of its organization; (b) it has all requisite power and authority to execute, deliver and perform its obligations under this Guarantee; (c) the execution, delivery and performance of this Guarantee by it has been duly and validly authorized and approved by all necessary entity action by it, and no other proceedings or actions are necessary therefor; (d) assuming due execution and delivery by the other parties hereto, this Guarantee has been duly and validly executed and delivered by it and constitutes a valid and legally binding obligation of it, enforceable against it in accordance with the terms of this Guarantee, subject to the Remedies Exceptions; (e) the consents, approvals, authorizations, permits of, filings with and notifications to, any Governmental Authority if any, necessary for the due execution, delivery and performance of this Guarantee by it have been obtained or made and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any Governmental Authority is required in connection with the execution, delivery or performance of this Guarantee; (f) all funds necessary to fulfill such Guarantor’s Contribution Percentage of the Obligations (taking into account any portion thereof validly assigned to any other person in accordance with the terms hereof) shall be available to such Guarantor at such time as such Guarantor’s Contribution Percentage of the Obligations becomes due and payable and (g) the execution, delivery and performance of this Guarantee by it does not and will not violate its organizational documents.

4. Exercise of Rights. No failure on the part of the Guaranteed Party to exercise, and no delay in exercising, any right, remedy or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by the Guaranteed Party of any right, remedy or power hereunder preclude any other or future exercise of any right, remedy or power. Each and every right, remedy and power hereby granted to the Guaranteed Party or allowed it by applicable Law or other agreement shall be cumulative and not exclusive of any other and may be exercised by the Guaranteed Party at any time or from time to time. Each Guarantor agrees that its obligations hereunder shall not be released or discharged, in whole or in part, or otherwise affected by (a) the failure or delay on the part of the Guaranteed Party to assert any claim or demand or to enforce any right or remedy against Parent or Merger Subs (it being understood and agreed that such Guarantor shall have the right to assert as a defense any defense that is available to Parent under the Agreement other than as specified in clause (e) below); (b) any change in the time, place, manner or terms of payment of any of the Obligations or any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of the Agreement made in accordance with the terms thereof or any agreement evidencing, securing or otherwise executed in connection with any of the Obligations; (c) the addition, substitution or release of any entity or other Person now or hereafter liable with respect to the Obligations or otherwise interested in the transactions contemplated by the Agreement; (d) any change in the corporate existence, structure or ownership of Parent, any Guarantor or any other Person now or hereafter liable with respect to the Obligations or otherwise interested in the transactions contemplated by the Agreement; (e) any insolvency, bankruptcy, reorganization, moratorium or other similar proceeding affecting Parent or any other Person or any of their respective assets now or hereafter interested in the transactions contemplated by the Agreement; (f) the adequacy of any means the Guaranteed Party may have of obtaining payment related to the Obligations or (g) the existence of any claim, set-off or other right which any Guarantor may have at any time against Parent or the Guaranteed Party (or any other Person), whether in connection with the Obligations or otherwise.

5. Waivers. To the fullest extent permitted by applicable Law, each Guarantor hereby expressly waives: (a) any and all rights or defenses arising by reason of any applicable Law that would otherwise require any election of remedies by the Guaranteed Party; (b) promptness, diligence, grace, notice of acceptance of this Guarantee and of such Guarantor’s Obligation, presentment, demand for payment, notice of non-performance, default, dishonor and protest, and all other notices of any kind (other than notices expressly required to be provided to Parent and its counsel pursuant to the Agreement and/or any agreements entered into in connection therewith), all defenses which may be available by virtue of any valuation, stay, moratorium law or other similar applicable Law now or hereafter in effect or any right to require the marshalling of assets of Parent or any other Person now or hereafter liable with respect to the Obligations or otherwise interested in the transactions contemplated by the Agreement; (c) all suretyship defenses generally (other than each Guarantor’s defenses enumerated in Section 2 hereof, fraud by the Guaranteed Party or any of its Affiliates or defenses to the payment of the Obligations that are available to Parent under the Agreement); and (d) any and all notice of the creation, renewal, extension or accrual of the Obligations and notice of or proof of reliance by the Guaranteed Party upon this Guarantee or acceptance of this Guarantee. The Obligations shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee, and all dealings between Parent or the Guarantors, on the one hand, and the Guaranteed Party, on the other hand, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each Guarantor acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by the Agreement and that the waivers set forth in this Guarantee are knowingly made in contemplation of such benefits.

6. Continuing Guarantee. This Guarantee may not be revoked or terminated, is a continuing guarantee and shall be binding upon each Guarantor and its successors and assigns until such Guarantor’s Contribution Percentage of the Obligations has been paid in full (subject to such Guarantor’s Cap and adjustment in accordance with Section 2 of this Guarantee). Notwithstanding the foregoing, this Guarantee shall terminate, and no Guarantor shall have any further obligations under this Guarantee as of the earliest to occur of:

(a) the consummation of the Closing in accordance with the Agreement;

(b) the termination of the Agreement in accordance with its terms other than a termination of the Agreement for which the Obligations are payable by Parent (a “Qualifying Termination”);

(c) the date that is 90 days after a Qualifying Termination; provided, however, if, in such circumstances described above in this Section 6(c), the Guaranteed Party shall have (i) made a claim in writing for payment of the Obligations during such 90-day period (and prior to 5 p.m. (New York time) on the 90th day) and (ii) commenced a Claim during such 90-day period (and prior to 5 p.m. (New York time) on the 90th day) in accordance with Section 11(b) hereof or Section 9.5(a) of the Agreement (subject to the terms and conditions of the Agreement) against the Guarantors or Parent, as applicable, alleging that the Guarantors or Parent, as applicable, are liable for the Obligations, this Guarantee shall survive solely with respect to amounts claimed or alleged to be so owing; provided that with respect to this clause (c), in the event of the occurrence of clauses (i) and (ii), the Guarantors shall not have any further liability or obligation under this Guarantee and this Guarantee shall terminate from and after the earlier of (x) the full resolution of the claim, (y) the entry of a final order of a court of competent jurisdiction and/or (z) the execution and delivery of a written agreement between the Guarantors, on the one hand, and the Guaranteed Party, on the other hand, and, in each case, to the extent applicable, the payment to the Guaranteed Party in full of all amounts payable by the Guarantors (as applicable) pursuant to such resolution, order or agreement; and

(d) payment in full of the Obligations to the Guaranteed Party as required by the terms hereby, subject to the Maximum Amount and adjustment in accordance with Section 2 of this Guarantee.

Notwithstanding the foregoing, in the event that the Guaranteed Party or any of its Affiliates or its successors and permitted assignees asserts in writing in any claim, litigation or other similar formal proceeding that the provisions of Section 1 hereof (including those limiting each Guarantor’s liability to such Guarantor’s Cap) or that any other provisions of this Guarantee are illegal, invalid or unenforceable in whole or in part, or asserting any theory of liability against the Guarantors or any Non-Recourse Party with respect to the transactions contemplated by this Guarantee, the Agreement, the commitment letter dated as of the date hereof from the Guarantors to Parent (the “Equity Commitment Letter”), or any transactions contemplated hereby and thereby (including in respect of any oral representations made or alleged to be made in connection therewith) other than Retained Claims (as defined in Section 12 hereof), then (A) the obligations of the Guarantors under this Guarantee shall terminate ab initio and shall thereupon be null and void; (B) if any Guarantor has previously made (or caused to be made) any payments under this Guarantee, it shall be entitled to (and, in such events, the Guaranteed Party shall, following written demand for payment) have such payments refunded by the Guaranteed Party and (C) none of the Guarantors or any Non-Recourse Party shall have any liability to the Guaranteed Party or any of its Affiliates with respect to the Agreement, the Equity Commitment Letter or the transactions contemplated by the Agreement or the Equity Commitment Letter or under this Guarantee; provided that nothing herein is intended to limit the Guaranteed Party’s rights under the Agreement to the extent and subject to the terms and limitations therein.

7. Severability; No Claims of Illegality. Any term or provision of this Guarantee that is invalid or unenforceable in any jurisdiction shall be, as to such jurisdiction, ineffective solely to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction; provided, however, that this Guarantee may not be enforced without giving effect to the limitation of the amount payable hereunder to the Cap provided in Section Error! Reference source not found. hereof and to the provisions of Section 6 or Section 12 hereof (in each case, subject to the limitations set forth therein). Each party hereto hereby unconditionally and irrevocably agrees that it shall not institute, and shall cause each of its Affiliates not to, and shall make adequate provision such that their respective successors and assigns shall not institute, directly or indirectly, any Claim or cause of action or bring any other claim asserting that this Guarantee is illegal, invalid or unenforceable in accordance with its terms.

8. Nature of Guarantee. In the event that any payment to the Guaranteed Party in respect of the Obligations is rescinded or must otherwise be returned for any reason whatsoever, the applicable Guarantor shall remain liable hereunder with respect to such Guarantor’s Contribution Percentage of the Obligations as if such payment had not been made. This Guarantee is an unconditional Guarantee of payment and not of collection. The Guaranteed Party shall not be obligated to file any claim relating to the Obligations in the event that Parent becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect the Guarantors’ obligations hereunder. Each Guarantor reserves the right to assert any defense (i) which Parent may have to payment of the Obligations that arise under the terms of the Agreement (other than defenses arising based upon a lack of capacity, lack of authority, bankruptcy or insolvency or any other limitation to the enforceability or validity of, or defense based on the unenforceability or invalidity of, the obligations of Parent) or (ii) to the payment of such Guarantor’s Contribution Percentage of the Obligations as set forth in Section 2 hereof.

9. Amendment; Waiver; Assignment. No waiver, modification or amendment of any provisions of this Guarantee shall be effective except pursuant to a written agreement signed by the Guaranteed Party and the Guarantors, and then such waiver, modification or amendment shall be effective only in the specific instance and for the purpose for which given; provided, however, that without the Guaranteed Party’s consent, the Guarantors may amend this Guarantee to reflect any assignment permitted by this Section 9. This Guarantee shall be binding upon and inure to the benefit of the successors-in-interest and permitted assigns of each party hereto. This Guarantee may not be assigned (including assignment by operation of applicable Law) by the Guaranteed Party without the prior written consent of the Guarantors. Each Guarantor may assign all or any portion of its obligations with respect to such Guarantor’s Contribution Percentage of the Obligations under this Guarantee to one or more other Persons; provided, however, that (i) no such assignment shall relieve the Guarantor of any portion of its obligations hereunder except to the extent such obligations are actually performed or satisfied by the assignee and (ii) if a portion of any Guarantor’s commitment under the Equity Commitment Letter is assigned in accordance with the terms thereof, then a corresponding portion of its obligations hereunder may be assigned by such Guarantor to the same assignee; provided, further, that any such assignment shall not relieve such Guarantor of its obligations hereunder except to the extent such obligations are actually performed or satisfied by the assignee. Any attempted assignment in violation of this Section 9 shall be null and void ab initio and of no force or effect.

10. Counterparts; Headings; Construction. This Guarantee may be executed and delivered (including by .pdf or other electronic transmission) in any number of counterparts, and by the different parties hereto in separate counterparts, each such counterpart being deemed to be an original instrument, and all such counterparts shall together constitute one and the same agreement. The headings contained in this Guarantee are for reference purposes only and shall not affect in any way the meaning or interpretation of this Guarantee. All parties acknowledge that each party and its counsel have reviewed this Guarantee and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Guarantee.

11. Governing Law; Jurisdiction; Waiver of Jury Trial.

(a) This Guarantee and any claim, cause of action or Action (whether at law, in contract or in tort) that may directly or indirectly be based upon, relate to or arise out of this Guarantee or any transaction contemplated hereby, or the negotiation, execution or performance hereunder shall be governed by, and construed and enforced in accordance with, the Laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Delaware.

(b) In addition, each of the parties hereto (i) irrevocably and unconditionally submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware and any state appellate court therefrom within the State of Delaware (or, if the Court of Chancery of the State of Delaware does not have subject matter jurisdiction, the United States District Court for the District of Delaware or, if jurisdiction is not then available in the United States District Court for the District of Delaware, then any Delaware state court) (the “Chosen Courts”), in the event of any claim, action or proceeding between the parties hereto (whether in contract, tort or otherwise) arises out of or relating to this Guarantee or the transactions contemplated hereby, (ii) expressly waives any claim of lack of personal jurisdiction or improper venue and any claims that such courts are an inconvenient forum with respect to such a claim and (iii) agrees that it shall not bring any claim, action or proceeding against any other parties hereto arising out of or relating to this Guarantee or the transactions contemplated hereby in any court other than the Chosen Courts and that a final judgment in any legal proceeding in the Chosen Courts will be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law, and (iv) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from the Chosen Courts. Each party hereto hereby irrevocably consents to the service of process of any of the aforementioned courts in any such suit, action or proceeding by the mailing of copies thereof by registered or certified mail or by overnight courier service, postage prepaid, to its address set forth in Section 14, such service to become effective ten days after such mailing.

(c) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE PURSUANT TO THIS GUARANTEE IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM, ACTION OR PROCEEDING (WHETHER IN CONTRACT, TORT OR OTHERWISE) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS GUARANTEE OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY (i) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (ii) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS GUARANTEE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 11, (1) UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, AND (2) MAKES THIS WAIVER VOLUNTARILY.

12. Non-Recourse; Sole and Exclusive Remedy. Notwithstanding anything that may be expressed or implied in this Guarantee or any document or instrument delivered in connection herewith, the Guaranteed Party, by its acceptance of the benefits hereof, covenants, agrees and acknowledges for itself and its Affiliates from time to time that no Person other than the Guarantors and their respective successors and permitted assignees has any liabilities, obligations, commitments (whether known or unknown, whether due or to become due, absolute, contingent or otherwise) hereunder or in connection with the transactions contemplated hereby and that, notwithstanding that any Guarantor or its respective general partner (or any permitted assignee hereunder) may be a partnership or a limited liability company, no recourse shall be had against and no liability, whether personal or otherwise, shall attach to any former, current or future director, officer, employee, agent, equityholder, general or limited partner, manager, member, stockholder, Affiliate, Representative or successor or assignee of any Guarantor or any former, current or future director, officer, employee, agent, equityholder, general or limited partner, manager, member, stockholder, Affiliate, Representative or successor or assignee of any of the foregoing (such Persons, collectively, but excluding the Guarantors themselves, Parent and their respective successors and permitted assignees, the “Non-Recourse Parties”) through Parent or otherwise, whether by the enforcement of any assessment or by any legal or equitable action, or by virtue of any statute, regulation or other applicable Law or otherwise, except (a) for claims against the Guarantors seeking to enforce the Equity Commitment Letter as a third party beneficiary solely to the extent expressly specified in, and on the express terms and conditions of, the Equity Commitment Letter (subject to the limitations described therein); (b) for claims against the Guarantor under this Guarantee (subject to the terms and limitations described herein); (c) with respect to the Confidentiality Agreement, the Guaranteed Party’s claims against the affiliate of Parent party thereto and (d) Proceedings (as defined in the Equity Commitment Letter) validly brought by the Company against Parent and/or Merger Subs under the Agreement, solely in accordance with the terms and subject to the conditions thereof (the claims in clauses (a) through (d), the “Retained Claims”) (solely against the Non-Recourse Party specifically identified with respect to such Retained Claim in the definition thereof), it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Non-Recourse Party (whether by or through attempted piercing of the corporate (or limited liability company or limited partnership) veil or otherwise), as such, for any obligations of the Guarantors under this Guarantee or any documents or instruments delivered in connection herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, such obligations or their creation. The Guaranteed Party further covenants, agrees and acknowledges that the only rights of recovery that the Guaranteed Party or its Affiliates have in respect of the Agreement or the transactions contemplated thereby are their rights to recover from Parent under and to the extent expressly provided in the Agreement and their rights pursuant to the Retained Claims (solely against the Non-Recourse Party specifically identified with respect to such Retained Claim in the definition thereof), subject to the limitations described herein and therein. Recourse against the Guarantors under and pursuant to the terms of this Guarantee or the other Retained Claims (solely against the Non-Recourse Party specifically identified with respect to such Retained Claim in the definition thereof) shall be the sole and exclusive remedy of the Guaranteed Party and its Affiliates against the Guarantors and the Non-Recourse Parties in respect of any liabilities or obligations arising under, or in connection with, the Agreement, the Equity Commitment Letter or the transactions contemplated thereby. The Guaranteed Party hereby covenants and agrees that it shall not institute, and it shall cause its Affiliates not to institute, any action or bring any other claim arising under, or in connection with, the Agreement, this Guarantee, the Equity Commitment Letter (except as expressly permitted therein) or the transactions contemplated thereby, against the Guarantors or any Non-Recourse Party except for the Retained Claims (solely against the Non-Recourse Party specifically identified with respect to such Retained Claim in the definition thereof).

13. Recovery. Notwithstanding anything in this Guarantee to the contrary, in no event shall the Guaranteed Party be entitled to both the recovery under this Guarantee in respect of the Parent Termination Fee and specific performance under the Agreement as expressly contemplated by Section 9.6 thereof; provided that the election to pursue any injunction or specific performance shall not restrict, impair or otherwise limit the Guaranteed Party from, in the alternative, attempting to collect the Obligations. The Guaranteed Party hereby covenants and agrees that it shall not institute, directly or indirectly, and shall cause its Affiliates and its and their respective representatives not to institute, any Claim or cause of action or bring any other claim arising under, or in connection with, the Agreement or the transactions contemplated thereby or otherwise relating thereto, against the Guarantors or any Non-Recourse Party except the Retained Claims.

14. Notices. All notices, requests, consents and other communications hereunder shall be in writing and shall be deemed sufficient if personally delivered, sent by internationally-recognized overnight courier, by electronic mail, or by registered or certified mail, return receipt requested and postage prepaid, in each case, to the address set forth beneath each party’s respective signature hereto or to such other address as the party to whom notice is to be given may have furnished to each other party in writing in accordance herewith, with a copy to such party’s legal counsel as set forth below its signature hereto. Any such notice or communication shall be deemed to have been received (a) in the case of personal delivery, on the date of such delivery; (b) in the case of internationally-recognized overnight courier, on the next Business Day after the date when sent; (c) in the case of electronic mail, upon transmission if successfully transmitted during normal business hours and, if not, the next Business Day after the date when sent and (d) in the case of mailing, on the third (3rd) Business Day following that day on which the piece of mail containing such communication is posted.

15. No Third Party Beneficiaries. Except for the provisions of this Guarantee that reference Non-Recourse Parties (each of which shall be for the benefit of and enforceable by each Non-Recourse Party), the parties hereto hereby agree that their respective representations, warranties and covenants as set forth herein are solely for the benefit of the other parties hereto, in accordance with and subject to the terms of this Guarantee, and this Guarantee is not intended to, and does not, confer upon any Person other than the parties hereto and any Non-Recourse Parties any rights or remedies hereunder, including the right to rely upon the representations and warranties set forth herein.

16. Confidentiality. This Guarantee shall be treated as confidential and is being provided solely in connection with the Agreement. This Guarantee may not be used, circulated, quoted or otherwise referred to in any document (other than in or as contemplated by the Agreement or any other documents contemplated hereby or thereby), except with the written consent of each of the parties hereto; provided that no such written consent shall be required for disclosures by Parent to the Guaranteed Party or its Representatives so long as such Persons agree to keep such information confidential on terms substantially identical to the terms contained in this Section 16; provided, further, that any party hereto may disclose the existence of this Guarantee: (a) to its Affiliates (as well as its limited partners and investors and bona fide potential limited partners and investors under a separate obligation of confidentiality), lenders and potential lenders under a separate obligation of confidentiality, and its and their respective members, investors and representatives in connection with the negotiation or furtherance of the transactions contemplated by the Agreement, and (b) to the extent required by any applicable Law, the applicable rules of any national securities exchange, in connection with any securities regulatory agency filings relating to the transactions contemplated by the Agreement or in connection with the enforcement of any such party’s rights hereunder.

17. Entire Agreement. This Guarantee, the Agreement, the Confidentiality Agreement and the Equity Commitment Letter constitute the entire agreement with respect to the subject matter hereof and supersede any and all prior discussions, negotiations, proposals, undertakings, understandings and agreements, whether written or oral, among the Guarantors or any of their Affiliates, on the one hand, and the Guaranteed Party or any of its Affiliates, on the other hand.

18. Headings. The descriptive headings used herein are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Guarantee.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, the Guarantors have duly executed and delivered this Guarantee as of the day first written above.

	GUARANTORS:

	ROOFSTOCK, INC.

	By:	/s/ Gary Beasley
		Name: Gary Beasley
		Title: Chief Executive Officer

	Roofstock, Inc.
	2001 Broadway, 4th Floor
	Oakland, CA 94612
	Attn: Legal Department
	Email: legalsupport@roofstock.com

	with a copy to (which shall not constitute notice):

	Fenwick & West LLP
	801 California Street
	Mountain View, CA 94041
	Attention: Steven Levine
	Email: slevine@fenwick.com

[Signature Page to Guarantee]

	MHRE STR II, LLC

	By:	MHRE PARTNERS, LP,
		a Delaware limited partnership

	By:	MHRE Partners GP, LLC,
		a Delaware limited liability company
		its General Partner

	By:	/s/ Randy P. Evans
		Name: Randy P. Evans
		Title: Vice President and Treasurer

	4143 Maple Avenue
	Ste 300
	Dallas, TX 75219
	Attention: Randy Evans
	Email: rpe@miramarholdings.com

	with a copy to (which shall not constitute notice):

	Winston & Strawn LLP
	2121 N Pearl St
	Ste 900
	Dallas, TX 75201
	Attention: David Lange
	Email: DLange@winston.com

[Signature Page to Guarantee]

	TRT INVESTORS 37, LLC

	By:	/s/ Paul A. Jorge
		Name: Paul A. Jorge
		Title: Vice President and Secretary

	4001 Maple Avenue
	Ste 600
	Dallas, TX 75219
	Attention: Paul A. Jorge
	Email: pjorge@trtholdings.com

	with a copy to (which shall not constitute notice):

	Winston & Strawn LLP
	2121 N Pearl St
	Ste 900
	Dallas, TX 75201
	Attention: David Lange
	Email: DLange@winston.com

[Signature Page to Guarantee]

agreed to and accepted by:

VACASA, INC.

By:	/s/ Robert Greyber
	Name: Robert Greyber
	Title: Chief Executive Officer

850 NW 13th Avenue
Portland, OR 97209
Attention: Rebecca Boyden
Email: rebecca.boyden@vacasa.com

with a copy to (which shall not constitute notice):

Latham & Watkins LLP
1271 Avenue of the Americas
New York, NY 10020
Attention: Justin Hamill; Michael Anastasio
Email: justin.hamill@lw.com; michael.anastasio@lw.com

and

Vinson & Elkins L.L.P.
845 Texas Avenue, Suite 4700
Houston, TX 77002
Attention: Lande A. Spottswood
Email: lspottswood@velaw.com

and

Vinson & Elkins L.L.P.
Trammel Crow Center
2100 Ross Avenue, Suite 3900
Dallas, TX 75201
Attention: D. Alex Robertson
Email: arobertson@velaw.com

[Signature Page to Guarantee]

ANNEX A

Guarantor		Contribution Percentage
TRT Investors 37, LLC		25.76%
MHRE STR II, LLC		25.76%
Roofstock, Inc.		24.24%
	Total:	75.76%

Exhibit (c)(ii)

CONFIDENTIAL SPECIAL COMMITTEE PROCESS UPDATE October 2024 Project Vista Highly Illustrative and Subject to Material Revision

CONFIDENTIAL Review status of active counterpartiesBid status Areas of differentiation Path forward and timeline Determine messaging to counterparties and next steps Discuss valuation and liquidity considerations Today’s Agenda 1 2 3 A C B2

CONFIDENTIAL Process Overview to Date May June July Initial Outreach and Marketing August September Expanded Marketing and Deep Diligence October Refined Views of Value and Risks Total Parties Reached Out to: 18 Submitted Bids: 4 Additional Parties Reached Out to: 5 Submitted Bids: 2 Active Parties Remaining: 3 Focus on liquidity and deal structure Key Notes from Process Focus of diligence was on future potential of business and intrinsic value of assets Counterparties dropped from process due to complexity of transformation, check size, and potential future funding requirements Significant diligence done by KSL Capital and others >Brought Casago and Roofstock together to enhance likelihood of a transaction and improve ability to pay See next page

CONFIDENTIAL Process Overview: Review of Latest Activity Latest Bid 10/14/24: $5.00 9/17/24: $4.50 Latest Status Submitted an issues list and bid letter Expressed eagerness to move quickly and open to constructive response to structure and issues list Transaction structure adds complexity although counterparty has guided to having flexibility around ultimate sources and uses Have not submitted an updated bid or issues list / mark up Continue to do diligence and may engage banks to increase certainty of transaction Financing Status Potential to reduce revolver funding requirement if other parties “oversubscribe” to equity Potentially engaging with other banks to reduce reliance on current revolver banks Key Areas of Diligence Three-statement model through 2028 ~ Updated data pack as of 9/30/24 ~ Updated unit level data through 9/30/24 ~ Hierarchy mapping of markets to regions and super regions ~ September performance vs forecast Updated pacing data vs previously provided schedules Market level unit adds and losses Mapping of forecast to SEC filings ~ Total Sources $ in Millions Rolled Over J.P. Morgan Credit Facility $81 Cash from Casago / Roofstock 120 NewCo Common / Preferred Shares 55 Total Sources $256 Total Uses J.P. Morgan Credit Facility $81 Repay DK Notes (1.3x Min. MOIC) 39 Acquisition of Common Equity (FDSO 23.3mm shares) 117 Estimated Vista & Acquirer Deal Costs 19 Total Uses $256 Total Sources $ in Millions Rolled Over J.P. Morgan Credit Facility $81 New Money Investment from KSL 68 Rollover from Significant Existing Shareholders 53 Rollover Investment from DK Converts 39 Total Sources $242 Total Uses J.P. Morgan Credit Facility $81 Acquisition of Remaining Class A+B Shares 51 Significant Existing Shareholder Shares 53 Repay Convertible Notes (1.3x Min. MOIC) 39 Estimated Transaction Expenses 17 Total Uses $242 Note that Revedy has not provided significant movement in their ability to finance a transaction and is behind on diligence and ability to transact. = Provided = In process

CONFIDENTIAL Bid Review Casago / Roofstock (10.14.24) Timeline and Sequence of Events to Close(1) Equity & Convertible Holders (2 – 3 weeks): Determine roll participation levels with key large existing shareholders Debt (1 – 2 weeks): Develop key terms and new structure with J.P. Morgan, including return to seniority and a path to liquidity Merger Agreement (2 – 3 weeks): Negotiate and execute a definitive merger agreement Closing: Once merger agreement is executed, close as promptly as commercially possible (1) Some workstreams can be processed in parallel. Proposed Transaction Structure Equity Structure Intend to either pay down the Davidson Kempner notes or provide Davidson Kempner the ability to convert the notes into NewCo Preferred Shares or NewCo Common Shares Debt Structure Proposal is contingent on the current J.P. Morgan debt facility remaining in place under similar terms If J.P. Morgan is unwilling to extend the current debt facility, Casago is willing to working with Vista to pursue alternative debt financing options Financing Prepared to fund up to $120mm of cash to execute the Transaction Anticipates $40mm to come from Casago and its capital partners, led by TRT Holdings and Miramar Holdings Remaining $80mm to come from Roofstock Casago remains in conversations with Macquarie, along with other investors represented on Rootstock's Board, who may contribute additional capital CASAGO / ROOFSTOCK PROPOSAL SUMMARY Category Detail Purchase Price Common shareholders of Vista may, subject to available securities law exemptions, elect to receive: $5.00 per share in cash Right to roll all or a portion of existing holdings into a preferred security (“NewCo Preferred Shares”) Subordinate to the debt of the pro forma company Casago will have the right to redeem the NewCo Preferred Shares, in part or in whole, at any time in the first 24 months for a fixed cash payment equivalent to 1.4x the original investment (equivalent to $7.00 per share) If Casago does not redeem such NewCo Preferred Shares within the first 24 months, each non-redeemed NewCo Preferred shareholder will have the right to convert its NewCo Preferred Shares into common equity at a conversion ratio of $7.00/$5.00, or retain the preferred security with a mutually agreed PIK Right to roll all or a portion of existing holdings into common equity of NewCo (“NewCo Common Shares”) CASAGO / ROOFSTOCK PROPOSED TOTAL SOURCES & USES ($ in millions) Total Sources $ in Millions Rolled Over J.P. Morgan Credit Facility $81 Cash from Casago / Roofstock 120 NewCo Common / Preferred Shares 55 Total Sources $256 Total Uses J.P. Morgan Credit Facility $81 Repay DK Notes (1.3x Min. MOIC) 39 Acquisition of Common Equity (FDSO 23.3mm shares) 117 Estimated Vista & Acquirer Deal Costs 19 Total Uses $256 5

Illustrative Sources and Uses Scenario Analysis Casago / Roofstock Source: Vista Management, Capital IQ. Note: Based on projected balance sheet information as provided by Vista Management. (1) Select existing shareholders defined as Silver Lake, Riverwood Capital, and Level Equity Management. (2)Based on 12/31/24 FDSO build of 24.2mm shares outstanding (inclusive converted Class G shares), implied purchase price per share is $4.82, and rolled over common equity of select existing shareholders and NewCo common / preferred shares are ~$50mm and ~$5mm respectively. (3)Based on 12/31/24 FDSO build of 24.2mm shares outstanding (inclusive converted Class G shares), implied purchase price per share is $4.82, and rolled over common equity of select existing shareholders and DK are ~$50mm and ~$8mm respectively. 6 Illustrative Rolled Shareholders # in millions Shareholder Class A Shares Class B Shares Total Common Shares Silver Lake 3.1 2.4 5.6 Riverwood 1.2 1.6 2.8 Level Equity 0.3 1.7 2.0 Davidson Kempner 1.6 – 1.6 ASSUMES $5 PER SHARE PURCHASE PRICE ($ in millions) 1 Proposal (10/14) Total Sources Rolled Over J.P. Morgan Credit Facility $81 Cash from Casago / Roofstock 120 NewCo Common / Preferred Shares 55 Total Sources $256 Total Uses J.P. Morgan Credit Facility $81 Repay DK Notes (1.3x Min. MOIC) 39 Acquisition of Common Equity (FDSO 23.3mm shares) 117 Estimated Vista & Acquirer Deal Costs 19 Total Uses $256 2 Assuming Select Existing Shareholders Roll(1) Total Sources Rolled Over J.P. Morgan Credit Facility $81 Cash from Casago / Roofstock 120 Rolled Over Common Equity of Select Existing Shareholders⁽¹⁾⁽²⁾ 52 Other Issued NewCo Common / Preferred Shares⁽²⁾ 3 Total Sources $256 Total Uses J.P. Morgan Credit Facility $81 Rolled Over Common Equity of Select Existing Shareholders⁽¹⁾⁽²⁾ 52 Repay DK Notes (1.3x Min. MOIC) 39 Acquisition of Remaining Common Equity 65 Estimated Vista & Acquirer Deal Costs 19 Total Uses $256 3 Potential RCF Reduction Assuming Full Roll from DK Total Sources Rolled Over J.P. Morgan Credit Facility $36 Cash from Casago / Roofstock 120 Rolled Over Common Equity of Select Existing Shareholders⁽¹⁾⁽³⁾ 52 Rolled Over Converted DK Notes 39 Rolled Over Common Equity of DK⁽³⁾ 8 Total Sources $256 Total Uses J.P. Morgan Credit Facility $81 Rolled Over Common Equity of Select Existing Shareholders⁽¹⁾⁽³⁾ 52 Rolled Over Converted DK Notes 39 Rolled Over Common Equity of DK⁽³⁾ 8 Acquisition of Remaining Common Equity 56 Estimated Vista & Acquirer Deal Costs 19 Total Uses $256

Bid Review KSL (9.17.24) KSL PROPOSAL SUMMARY Category Detail Purchase Price $4.50 per share (vs. previous proposal at $7.00) Represents a premium of ~51% to the volume-weighted average closing share price since announcement of issuance of the Convertible Notes on 8/8/24 Proposed Transaction Structure Equity Structure Assumes Silver Lake, Riverwood Capital, Level Equity Management, and Davidson Kempner (collectively, the “Significant Existing Shareholders”) to roll over their equity participation into KSL’s ownership structure (~$53mm based on $4.50 offer price) Would require repayment of the Convertible Notes with Davidson Kempner and a commensurate reinvestment of those repayment proceeds into KSL’s transaction structure KSL anticipates funding 100% of the Transaction with equity from their committed private equity fund Debt Structure Assumes that they will be able to maintain the RCF on substantially similar terms KSL would seek to engage with J.P. Morgan and other existing lenders to obtain mutually acceptable terms TRA Requires that the Tax Receivable Agreement is cancelled and results in no further obligation of, or liability to, the Company Diligence Requirement Shared high priority diligence items related to cash flow forecast, recent financial performance, and market-level data KSL PROPOSED TOTAL SOURCES & USES ($ in millions) Total Sources New Money Investment from KSL $68 Rollover from Significant Existing Shareholders 53 Rollover Investment from DK Converts 39 Total Sources $161 Assumed Rolled Revolver Requirement 81 Total Sources (Incl. Rolled Revolver) $242 Total Uses Acquisition of Remaining Class A+B Shares $51 Significant Existing Shareholder Shares 53 Repay Convertible Notes (1.3x Min. MOIC) 39 Estimated Transaction Expenses 17 Total Uses $161 Assumed Rolled Revolver Requirement 81 Total Uses (Incl. Rolled Revolver) $242 CONFIDENTIAL 7

CONFIDENTIAL Opportunity for competitive tension to improve terms and certainty of a transaction Both parties are particularly focused on liquidity, which will be an important part of negotiations and increasing deal certainty Both parties still have open diligence items focused on liquidity and both have financing requirements from 3rd parties (both equity from existing shareholders and credit facility from existing RCF providers) Important to keep overall momentum and drive both parties to deliver additional clarity on deal certainty and value in an expedited manner Key Considerations for Path Forward 1 2 3 48

CONFIDENTIAL Provide direct feedback to Casago / Roofstock on ways to enhance bid with messaging focused on:Value: Not at top of their range and combining with Roofstock was viewed as a path to enhance value Financing: Confirm equity rolled can be used to offset need for revolver bank facilities and provide update on Macquarie participation Deal certainty: Push back on financial and operating closing conditions and gain additional insight into flexibility of structure Diligence: Confirm all commercial diligence is finalized Guide KSL on need to increase value and confirm all commercial diligence is completeAsk for status on financing and clarity on path forward if existing revolver banks are unable to commit 100% of existing facility Push for an issues list on documentation Potential Path Forward 1 2 A B Ask for confirmation of updated bid by Tuesday, 10/22 C D A B9

CONFIDENTIAL I.Valuation Considerations

CONFIDENTIAL As part of Management’s review of 2025 budget, there is an update to Vista’s long-term financial projections The following pages provide an overview of these preliminary projections and what they imply in terms of status quo valuation of Vista at this time This analysis should be considered preliminary and may evolve as facts and circumstances change PJT received approved financial and share count projections from Vista Management on 10/15 and 10/14 respectively Latest Financial Projections 1 2 3 411

CONFIDENTIAL $923 $841 $871 $940 $1,006 $1,052 (17.4%) (8.8%) 3.5% 8.0% 7.0% 4.6% 2024E 2025E 2026E 2027E 2028E 2029E Source: Company filings, Vista Management. (1) Reflects Adj. EBITDA unburdened by restructuring expense and business combination costs. NET REVENUE $ in millions ADJUSTED EBITDA(1) $ in millions Latest Financial Projections Growth % Margin % ($6) $16 $23 $50 $79 $81 NM 1.8% 2.7% 5.4% 7.8% 7.7% 2024E 2025E 2026E 2027E 2028E 2029E Highly Illustrative and Subject to Material Revision Based on financials provided by Vista Management on 10/15/24 (subject to change).12

CONFIDENTIAL $841 $871 $940 $1,006 $1,052 $863 $895 $974 $1,049 2025E 2026E 2027E 2028E 2029E Updated Prior Updated Prior Updated Prior Updated Prior Updated Prior Adj. EBITDA⁽¹⁾ $16 $5 $23 $23 $50 $50 $79 $78 $81 Capital Expenditures 6 9 7 10 7 11 8 12 9 Change in Net Working Capital (3) 2 (19) (13) (27) (16) (32) (18) (32) Free Cash Flow⁽²⁾ 4 (4) (7) (3) 5 12 17 30 17 N/A Source: Vista Management. (1) Reflects Adj. EBITDA unburdened by restructuring expense and business combination costs. (2)Reflects Adj. EBITDA net of restructuring expense and business combination costs, SBC expenses, tax expenses, capital expenditures, change in net working capital, and other non-cash adjustments (i.e., credit loss expenses and reduction in the carrying amount of right-of-use assets). Assumes tax rate of 26.1% on EBIT. Summary of Key Changes in LRP Latest LRP Prior LRP (5/21/24) NET REVENUE ($ in millions) Highly Illustrative and Subject to Material Revision N/A Based on financials provided by Vista Management on 10/15/24 (subject to change).13

CONFIDENTIAL Source: Vista Management. (1) Reflects Adj. EBITDA unburdened by restructuring expense and business combination costs. (2)Reflects Adj. EBITDA net of restructuring expense and business combination costs, SBC expenses, tax expenses, capital expenditures, change in net working capital, and other non-cash adjustments (i.e., credit loss expenses and reduction in the carrying amount of right-of-use assets). Assumes tax rate of 26.1% on EBIT. (3)Ending cash balance is adjusted for full draw down on revolver of ~$81mm and net proceeds of ~$29.4mm from convertible notes. Prior LRP as of 5/21/24 assumed revolver paydown of $48mm and no proceeds from convertible notes. LRP PROVIDED TO BIDDERS (5/21/24) $ in millions Process Overview Value Considerations ($9) $5 $23 $50 $78 $944 $863 $895 $974 $1,049 ($74) ($4) ($3) $12 $30 2024E 2025E 2026E 2027E 2028E Free Cash Flow(2) Highly Illustrative and Subject to Material Revision PRIOR LRP: 2024E CLOSING CASH ⁽³⁾ LATEST FORECAST: 2024E CLOSING CASH Unrestricted Cash $137 (+) Restricted Cash 135 (-) Funds Payable to Owners (170) (-) Hospitality & Sales Tax Payables (43) Liquid Net Cash $58 LATEST FORECAST: 2024E CLOSING CASH Unrestricted Cash $64 (+) Restricted Cash 115 (-) Funds Payable to Owners (116) (-) Hospitality & Sales Tax Payables (28) Liquid Net Cash $35 Net Revenue: $923mm Adj. EBITDA: ($6mm)(1) Net Revenue Adj. EBITDA(1)14

CONFIDENTIAL Liquidity Overview Highly Illustrative and Subject to Material Revision Source: Vista Management. 2024E 2025E ($ in millions) Q3 Q4 Q1 Q2 Q3 Q4 Unrestricted Cash $126 $64 $93 $113 $99 $60 (+) Restricted Cash 133 115 158 169 101 105 Total Cash $259 $179 $251 $282 $200 $165 (-) Funds Payable to Owners (120) (116) (172) (200) (108) (111) (-) Sales & Hospitality Tax Payable (38) (28) (39) (44) (27) (27) Available Cash $101 $35 $40 $38 $65 $27 Revolver Capacity $81 $81 $81 $81 $81 $81 (-) Revolver Drawn (81) (81) (81) (81) (81) (81) Revolver Availability – – – – – – Liquidity $101 $35 $40 $38 $65 $27 (-) Liquidity Minimum (15) (15) (15) (15) (15) (15) Cushion to Liquidity Minimum $86 $20 $25 $23 $50 $12 Based on financials provided by Vista Management on 10/15/24 (subject to change).15

CONFIDENTIAL Illustrative Analysis at Various Prices ($ in millions, except per share data) Analysis at Various Prices Premium to Current (%) – 37% 57% 76% 96% 116% Share Price ($) $2.55 $3.50 $4.00 $4.50 $5.00 $5.50 % Premium / (Discount) to: Metric: 52-Week High $13.00 (80%) (73%) (69%) (65%) (62%) (58%) 52-Week Low $2.07 23% 69% 93% 117% 142% 166% 30-Day VWAP $3.13 (19%) 12% 28% 44% 60% 76% 60-Day VWAP $3.20 (20%) 9% 25% 41% 56% 72% 90-Day VWAP $3.40 (25%) 3% 18% 33% 47% 62% (x) FDSO 24.2 24.2 24.2 24.2 24.2 24.2 Implied Equity Value $62 $85 $97 $109 $121 $133 (+) Convertible Notes⁽¹⁾ 39 39 39 39 39 39 (+) Gross Debt⁽²⁾ 82 82 82 82 82 82 (-) Net Cash⁽³⁾ (35) (35) (35) (35) (35) (35) Implied TEV $147 $170 $182 $194 $207 $219 TEV / Revenue Multiples 2024E $923 ⁽⁴⁾ 0.16x 0.18x 0.20x 0.21x 0.22x 0.24x 2025E $841 ⁽⁴⁾ 0.18x 0.20x 0.22x 0.23x 0.25x 0.26x Highly Illustrative and Subject to Material Revision Source: Company filings, Vista Management, Capital IQ. Note: Market data as of 10/14/24. Based on projected balance sheet information as of 12/31/24 as provided by Vista Management. (1) Reflects convertible notes of $39mm based on $30mm investment and MOIC of 1.3x. (2) Includes revolver and acquisition liabilities. Excludes value for TRA. (3)Reflects sum of unrestricted cash and restricted cash, net of funds payable to owners and hospitality & sales tax payable. (4)Reflects Management projections. (5) Implies $4.32 share price based on 12/31/24 FDSO build of 24.2mm shares outstanding (inclusive converted Class G shares) (6) Implies $4.82 share price based on 12/31/24 FDSO build of 24.2mm shares outstanding (inclusive converted Class G shares) Casago Bid Price (10/14)(6) KSL Bid Price (9/17)(5) Based on financials provided by Vista Management on 10/15/24 (subject to change).16

CONFIDENTIAL Valuation Summary Source: Vista Management, Company filings, Wall Street research, Capital IQ. Note: Market data as of 10/14/24. (1) Assumes that the company does not trigger a section 382 event, which would reduce the value of its NOLs (2) Implies $4.32 share price based on 12/31/24 FDSO build of 24.2mm shares outstanding (inclusive converted Class G shares) (3) Implies $4.82 share price based on 12/31/24 FDSO build of 24.2mm shares outstanding (inclusive converted Class G shares) Highly Illustrative and Subject to Material Revision Current Share Price: $2.55 ($ per share, rounded to the nearest $0.10, except for 52-Week High / Low) – As of 10/16/2024 DCF (excl.NOL) (PGR) WACC: 18.5% - 20.5% PGR: 2.0% - 3.0% DCF (incl.NOL) (PGR) WACC: 18.5% - 20.5% PGR: 2.0% - 3.0% 52 - Week High / Low Analyst Price Target # of Analysts Providing Price Target: 2 For Reference Only $2.10 $2.60 $2.07 $2.50 $3.60 $4.10 $13.00 $5.00 KSL Bid Price (9/17): $4.50(2) Casago Bid Price (10/14): $5.00(3) (1) Based on financials provided by Vista Management on 10/15/24 (subject to change).17

CONFIDENTIAL IV.Appendix 18

CONFIDENTIAL ($ in millions, except per share data) Projected Terminal 2024E 2025E 2026E 2027E 2028E 2029E Year Net Revenue $923 $841 $871 $940 $1,006 $1,052 $1,052 % Growth (8.8%) 3.5% 8.0% 7.0% 4.6% Adj. EBITDA (Pre-SBC)⁽¹⁾ ($24) $12 $23 $50 $78 $81 $81 % Growth NA 90.4% 117.7% 56.1% 3.6% % Margin 1.4% 2.6% 5.3% 7.8% 7.7% (-) SBC (4) (8) (9) (11) (13) (13) Adj. EBITDA (Post-SBC)⁽¹⁾ $8 $15 $41 $67 $68 $68 (-) D&A (11) (10) (10) (7) (6) (9) EBIT ($2) $5 $30 $60 $62 $59 (-) Tax Expenses⁽²⁾ – (1) (8) (16) (16) (15) NOPAT ($2) $4 $23 $44 $46 $44 (-) Capital Expenditures (6) (7) (7) (8) (9) (9) (-) Change in NWC (3) (19) (27) (32) (32) – (+) D&A 11 10 10 7 6 9 (+) Other Non-Cash Adjustments⁽³⁾ 5 6 6 6 6 6 Unlevered FCF $4 ($7) $5 $17 $17 $50 (x) Discount Factor 0.91 0.77 0.64 0.54 0.45 0.45 Discounted Cash Flow $3 ($5) $3 $9 $8 $22 Source: Vista Management. Note: Market data as of 10/14/24. Based on projected balance sheet information as of 12/31/24 as provided by Vista Management. Assumes mid-year convention. (1) Net of restructuring expenses and business combination costs. (2)Assumes 26.1% tax rate. (3) Includes adjustments for credit loss expense and reduction in the carrying amount of right-of-use assets. (4)Reflects convertible notes of $39mm based on $30mm investment and MOIC of 1.3x. (5) Includes revolver and acquisition liabilities. Excludes value for TRA. (6)Reflects sum of unrestricted cash and restricted cash, net of funds payable to owners and hospitality & sales tax payable. (7) Based on FDSO of ~24.2mm. (8)Based on 2030E Adj. EBITDA and Net Revenue of $85mm and $1,101mm respectively. Illustrative Discounted Cash Flow Analysis Perpetual Growth Rate Highly Illustrative and Subject to Material Revision Perpetual Growth Rate 2.0% 2.5% 3.0% WACC 18.5% 19.5% 20.5% 18.5% 19.5% 20.5% 18.5% 19.5% 20.5% PV of Cash Flows $19 $18 $17 $19 $18 $17 $19 $18 $17 PV of Terminal Value 144 131 119 150 136 123 155 140 127 TEV $163 $149 $137 $168 $154 $141 $174 $158 $145 (-) Convertible Notes⁽⁴⁾ (39) (39) (39) (39) (39) (39) (39) (39) (39) (-) Gross Debt⁽⁵⁾ (82) (82) (82) (82) (82) (82) (82) (82) (82) (+) Net Cash⁽⁶⁾ 35 35 35 35 35 35 35 35 35 Implied Equity Value (Excl. NOLs) $77 $63 $51 $82 $68 $55 $88 $73 $59 Implied Share Price (Excl. NOLs)⁽⁷⁾ $3.20 $2.62 $2.12 $3.41 $2.81 $2.28 $3.64 $3.01 $2.45 Premium / (Discount) to Current 25.3% 2.8% (17.0%) 33.8% 10.1% (10.6%) 42.9% 17.9% (3.9%) (+) PV of NOL 12 12 11 12 12 11 12 12 11 Implied Equity Value (Incl. NOLs) $89 $75 $62 $95 $80 $66 $100 $84 $70 Implied Share Price (Incl. NOLs)⁽⁷⁾ $3.70 $3.10 $2.58 $3.92 $3.29 $2.74 $4.15 $3.49 $2.91 Premium / (Discount) to Current 45.1% 21.7% 1.1% 53.7% 29.1% 7.5% 62.7% 36.9% 14.2% Memo: Implied Terminal EBITDA Multiple (excl. NOL)⁽⁸⁾ 4.0x 3.8x 3.6x 4.1x 3.9x 3.7x 4.3x 4.0x 3.8x Memo: Implied Terminal Revenue Multiple (excl. NOL)⁽⁸⁾ 0.3x 0.3x 0.3x 0.3x 0.3x 0.3x 0.3x 0.3x 0.3x Key Assumptions: Valuation date of 12/31/24 Based on financials provided by Vista Management on 10/15/24 (subject to change) 19

CONFIDENTIAL NOL Valuation Highly Illustrative and Subject to Material Revision Source: Vista Management. (1) Assumes that the company does not trigger a section 382 event, which would reduce the value of its NOLs. (2)Taxable income assumes ~62% of Vista Holding estimate. (3)TRA payout assumes 85% of value of TRA NOLs utilized, based on 26.1% tax rate. (4)Assumes cost of equity of 19.5%. Key Assumptions(1): Valuation date of 12/31/24 Perpetual growth rate in post-forecast period (2030E – 2038E) Assumes 26.1% effective tax rate Based on financials provided by Vista Management on 10/15/24 (subject to change) ($ in millions, except per share data) Projected 2024E 2025E 2026E 2027E 2028E 2029E 2030E 2031E 2032E 2033E 2034E 2035E 2036E 2037E 2038E Pretax Income ($148) ($14) ($3) $23 $54 $58 $60 $62 $64 $66 $68 $70 $72 $74 $76 Taxable Income⁽²⁾ (9) (9) (5) 8 21 22 22 23 24 26 28 31 35 40 43 Pre-TCJA NOLs Beginning Balance $10 $10 $10 $10 $2 – – – – – – – – – – (-) Utilization – – – (8) (2) – – – – – – – – – – Ending Balance $10 $10 $10 $2 – – – – – – – – – – – Total Federal NOLs (excl. Pre-TCJA) Beginning Balance $212 $220 $229 $235 $235 $219 $202 $184 $166 $146 $125 $103 $78 $50 $18 (+) Additions 9 9 5 – – – – – – – – – – – – (-) Utilization – – – – (15) (17) (18) (18) (20) (21) (22) (25) (28) (32) (18) Ending Balance $220 $229 $235 $235 $219 $202 $184 $166 $146 $125 $103 $78 $50 $18 – NOLs Utilized – – – $8 $17 $17 $18 $18 $20 $21 $22 $25 $28 $32 $18 (x) Tax Rate 26.1% 26.1% 26.1% 26.1% 26.1% 26.1% 26.1% 26.1% 26.1% 26.1% 26.1% 26.1% 26.1% 26.1% Value of NOLs – – $2 $5 $5 $5 $5 $5 $5 $6 $7 $7 $8 $5 TRA NOLs Utilized – – – – – – – – – 11 22 25 28 32 18 TRA Payout on NOL Usage⁽³⁾ – – – – – – – – – $2 $5 $6 $6 $7 $4 Value of NOLs to Vista – – $2 $5 $5 $5 $5 $5 $3 $1 $1 $1 $1 $1 (x) Discount Factor⁽⁴⁾ 0.91 0.76 0.63 0.52 0.43 0.36 0.30 0.25 0.20 0.17 0.14 0.12 0.10 0.08 PV of NOLs – – $1 $2 $2 $2 $1 $1 $1 $0 $0 $0 $0 $0 Perpetual Growth Rate 2.0% 2.5% 3.0% Cost of Equity 18.5% 19.5% 20.5% 18.5% 19.5% 20.5% 18.5% 19.5% 20.5% Sum of NOLs Utilized $244 $244 $244 $244 $244 $244 $244 $244 $244 Sum of PV of NOLs $12 $12 $11 $12 $12 $11 $12 $12 $1120

CONFIDENTIAL Vista Illustrative WACC Analysis Source: Company filings, Bloomberg, Capital IQ, U.S. Treasury. Note: Market data as of 10/14/24. Assumes Vista has no debt in long-term steady state. (1) 20-year U.S. Treasury rate. (2)Historical supply-side equity risk premium (historical equity risk premium minus price-to-earnings ratio calculated using three-year average earnings). (3)CRSP 10y decile size premium. (4)Calculated as risk-free rate + beta-adjusted equity risk premium + size premium. (5)Reflects historical beta for Vista since going public in December 2021. Highly Illustrative and Subject to Material Revision Unlevered Beta Calculation Company Tax Rate Levered Beta Debt Equity Value Current Debt / Equity Unlevered Beta Vista 26.1% 1.44 – $59 – 1.44 Cost of Equity Calculation Risk Free Rate⁽¹⁾ 4.44% Equity Risk Premium⁽²⁾ 6.22% Levered Beta 1.441 Beta-Adj. Premium 8.96% Size Premium⁽³⁾ 6.22% Country Risk Premium 0.00% Cost of Equity⁽⁴⁾ 19.62% Levered Beta Calculation Unlevered Beta⁽⁵⁾ 1.441 Debt / Equity - Levered Beta 1.441 WACC Calculation Cost of Equity 19.62% WACC 19.62% ($ in millions)21

CONFIDENTIAL Vista Fully Diluted Shares Outstanding Build As of 12/31/24 Source: Vista Management, Capital IQ. Note: Market data as of 10/14/24. Based on projected balance sheet information as provided by Vista Management. (1) Currently based on PJT analysis. For purpose of Fairness Opinion this estimate would be executed by a 3rd party advisor. Assumes 120,983 shares in first price threshold ($250) have Black Scholes value of $0.13, 136,106 shares in second price threshold ($300) have Black Scholes value of $0.10, and 154,253 shares in third price threshold ($350) have Black Scholes value of $0.08. Assumes each Black Scholes value is multiplied the number of shares in each threshold to get a total value of ~$42k. This value is divided by assumed purchase price of $5.00 to calculate Class A share count for Class G Holders of 8,336. (2) Includes 3,061 options. (3) Includes 3,999 options. Fully Diluted Shares Outstanding Build (# in millions, except per share data) Current Share Price as of 10/14/24 $2.55 Class A Shares Outstanding 15.8 (+) RSUs 1.0 (+) PSUs 0.7 (+) Dilutive Options – (+) Dilutive SSARs – Class A Fully Diluted 17.4 (+) Class B Shares Outstanding 6.7 FDSO 24.2 (+) Converted Class G Shares 0.0 ⁽¹⁾ FDSO (Incl. Converted Class G) 24.2 Dilutive Options & SSARs (# in millions, except per share data) Shares Outstanding Exercise Price Dilutive Shares Options Tranche 1 0.0 ⁽²⁾ $4.80 – Tranche 2 0.0 ⁽³⁾ 6.20 – Tranche 3 0.0 10.40 – Tranche 4 0.0 15.40 – Tranche 5 0.0 21.40 – Tranche 6 0.1 22.60 – Tranche 7 0.0 80.80 – Total Dilutive Options – SSARs Tranche 1 0.0 $53.20 – Tranche 2 0.0 76.60 – Tranche 3 0.0 79.80 – Total Dilutive SSARs – Highly Illustrative and Subject to Material Revision FDSO used in Valuation Analysis Note: in a change of control, Class G shares would convert into ~8k Class A shares.(1) These dilutive shares are excluded in our standalone valuation analysis.22

CONFIDENTIAL Net Cash Balance (End of Quarter) ($ in millions) Q4'24 Q1'25 Q2'25 Unrestricted Cash $64 $93 $113 (+) Restricted Cash 115 158 169 (-) Funds Payable to Owners (116) (172) (200) (-) Hospitality & Sales Tax Payables (28) (39) (44) Net Cash $35 $40 $38 Vista Net Cash Build Source: Vista Management. Note: Based on projected balance sheet information as provided by Vista Management. Highly Illustrative and Subject to Material Revision Based on financials provided by Vista Management on 10/15/24 (subject to change).23

CONFIDENTIALBroker Date Price Target Prem. / (Disc.) to Current Buy / Hold / Sell Valuation Methodology 8/14/24 N/A N/A Hold N/A 8/14/24 N/A N/A Hold N/A 8/12/24 $2.50 (2.0%) Hold TEV / '25E EBITDA: 2.0x 8/9/24 $5.00 96.1% Buy N/A 8/9/24 N/A N/A Hold N/A Median $3.75 47.1% Share Price as of 10/14/24 $2.55 Vista Broker Research Perspectives Source: Wall Street research, Capital IQ. Note: Market data as of 10/14/24. 24

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Exhibit (c)(iii)

CONFIDENTIAL PROPOSAL RESPONSE November 2024 Project Vista

CONFIDENTIAL Casago / Roofstock Key Business Terms Response Source: Vista Management. Category Casago / Roofstock Proposal (10.22.24) Vista Response (11.05.24) Purchase Price $5.00 per share based on ~23.3mm fully diluted shares outstanding Viewed as a step backwards, previous guidance was to be at top end of range Closing Conditions Unit Count $5.00 purchase price per share decreases by $0.50 for every 1,500 units Vista has under management at closing below 36K (i.e., $4.50 purchase price at 34.5K units, $4.00 purchase price at 33K units) Casago / Roofstock may terminate Transaction (without payment of any fees or expenses) at unit count below 30K See proposed structure on following page Unit Quality Units under management on the Threshold Date must have accounted for at least 70% of commissionable revenue in 2024 Not acceptable Open to discussing operating covenants that protect against any unit quality concerns Working Capital Provision for net working capital adjustment based on potential variances to forecast Not acceptable Open to discussing using existing liquidity covenant as a mechanism to ensure appropriate working capital is delivered at close

CONFIDENTIAL Exhibit A: Unit Count Purchase Price Adjustment Schedule Thresholds reduce by 600 units each month after January 2025 ReductionVista Response (11.05.24)Purchase PriceUnit Count Threshold by Close Dateper Share1/31/20252/28/20253/31/2025Headline Purchase Price 35,000 34,400 33,800 ($0.10) 34,500 33,900 33,300 ($0.20) 34,000 33,400 32,800 ($0.30) 33,500 32,900 32,300 ($0.40) 33,000 32,400 31,800 ($0.50) 32,500 31,900 31,300 ($0.60) 32,000 31,400 30,800 ($0.80) 31,000 30,400 29,800 ($1.00) 30,000 29,400 28,800 ($1.20) 29,000 28,400 27,800 3

CONFIDENTIAL Appendix 4

CONFIDENTIAL Exhibit A: Unit Count Purchase Price Adjustment Schedule (1) Reflects implied value per unit differential based on a 1,500 unit gap between thresholds and a $0.48 purchase price step down. (2)Reflects implied value per unit differential based on a 500 unit gap between thresholds and a $0.10 purchase price step down. Thresholds reduce by 600 units each month after January 2025 Implied Reduction in Value per Lost Unit: ~$7.7K(1) Implied Reduction in Value per Lost Unit: ~$4.8K(2) Casago / Roofstock Offer Purchase Price per Share Unit Count Threshold $4.82 36,000 $4.34 34,500 $3.86 33,000 $3.37 31,500 $2.89 30,000 For Internal Reference OnlyPlanned Response Illustrative Purchase Price Unit Count Threshold by Close Date per Share 1/31/2025 2/28/2025 3/31/2025 4/30/2025 Memo: End of Month Unit Count Mgmt. Forecast 36,732 36,334 35,902 35,499 $5.00 35,000 34,400 33,800 33,200 $4.90 34,500 33,900 33,300 32,700 $4.80 34,000 33,400 32,800 32,200 $4.70 33,500 32,900 32,300 31,700 $4.60 33,000 32,400 31,800 31,200 $4.50 32,500 31,900 31,300 30,700 $4.40 32,000 31,400 30,800 30,200 $4.20 31,000 30,400 29,800 29,200 $4.00 30,000 29,400 28,800 28,200 $3.80 29,000 28,400 27,800 27,2005

CONFIDENTIAL Implied Churn Analysis Source: Vista Management Note: Management forecast provided on 10/25/24 utilized for gross add unit count and beginning unit count. (1) Based on average monthly churn with 11/1/24 as beginning unit count. Jan-25 Feb-25 Mar-25 Apr-25 Memo (Mgmt. Forecast): End of Month Unit Count 36,732 36,334 35,902 35,499 Monthly Churn 2.5% 2.4% 2.6% 2.6% Proposed Minimum Threshold 29,000 28,400 27,800 27,200 Implied Monthly Churn to Reach Minimum Threshold⁽¹⁾ 9.9% 8.4% 7.5% 6.9% Implied Annualized Churn to Reach Minimum Threshold⁽¹⁾ 118.7% 100.3% 89.5% 82.5% For Internal Reference Only6

www.pjtpartners.com 8

Exhibit (c)(iv)

CONFIDENTIAL SPECIAL COMMITTEE UPDATE December 2024 Project Vista

CONFIDENTIAL Casago / Roofstock (“C/R”) has provided an updated proposal concerning the purchase price at various unit counts at closing (the “Ladder”) as well as an updated proposal related to the liquidity requirement at closingC/R’s proposal retains the termination right, but they have moved the threshold down to 25,000 units from 30,000 units in their previous offer C/R proposal also requires Vista’s working capital at close to be no more than $7.5mm lower than Vista’s October forecast C/R was requested to provide a proposal of what a Ladder would look like without a termination right, however they messaged that their existing investors would not do a transaction without such a right These pages provide analysis of how the current offer would impact purchase price across a number of scenarios related to churn and liquidity Additionally, included in these materials is an illustrative potential counter proposal Drivers of this potential counter include:The initial price adjustment threshold will have sufficient cushion to existing Forecast to account for incremental risk associated with deal announcement Unit count thresholds reduce over time to ensure alignment on speed to close Inclusion of a termination fee to further ensure alignment on getting to close Termination threshold reduces over time on the same schedule as the purchase price adjustment thresholds Remove any termination right associated with liquidity and the existing RCF covenant Executive Summary 2

CONFIDENTIALCategory Vista Initial Response (11/06/24) Casago / Roofstock Position (12/06/24) Illustrative Counter Proposal (12/09/24) Closing Conditions Unit Count ($0.10) reduction for every 500 units Starting point of 35,000 as of January 31, 2025 Thresholds to be reduced by 600 units for each additional month Note: Did not engage on termination right ($0.10) reduction for every 500 units Starting point of 35,000 as of March 31, 2025 Thresholds to be reduced by 600 units for each additional month Buyer may terminate Transaction (without payment of any fees or expenses) at unit count below 25,000, regardless of close date Revert to unit count reductions starting after January 31, 2025 vs. March Reduce starting purchase price adjustment threshold from 35,000 to 33,000 units in January to account for inclusion of termination right Termination threshold reduces over time on same schedule as purchase price adjustment thresholds If C/R chooses to exercise the termination right, they would pay a fee of [$10mm] For details, see page 6 Unit Quality Not acceptable Open to discussing operating covenants that protect against any unit quality concerns Material changes to Seller’s policies regarding minimum quality, revenue or commission rates for new or renewing contracts must be approved by Buyer(1) Material changes (increases or decreases) to sales and marketing budget / forecast must be approved by Buyer Details to be agreed upon during drafting of Merger Agreement Vista will need to have the ability to hire consultants, offer retention bonuses and control any and all communication to homeowners, employees and other stakeholders prior to closing Working Capital Not acceptable Open to discussing using existing liquidity covenant as a mechanism to ensure appropriate working capital is delivered at close In addition, Seller’s working capital shall not fall more than $7.5 million below Seller’s current monthly forecast. Liquidity and working capital shall be calculated in accordance with GAAP and the Seller’s consolidated financial statements (C/R uses the RCF definition of liquidity to define working capital)(2) Given the agreement to a termination right related to the unit count at close, there will not be a liquidity requirement for the business at close

CONFIDENTIAL (1) Applies 50% monthly churn miss from ending unit count as of 11/30/24 and assumes no unit adds from Jan’25 onwards. Illustrative Unit Count Scenarios CURRENT UNIT COUNT FORECAST Latest Forecast (12/04) 36,090 35,558 35,042 34,590 34,286 34,173 (706) (532) (516) (452) (304) (113) 1/31/25 2/28/25 3/31/25 4/30/25 5/31/25 6/30/25 Units Lost: 25% Churn Miss 35,622 34,841 34,077 33,391 32,882 32,587 50% Churn Miss 35,154 34,124 33,113 32,192 31,479 31,000 50% Churn Miss without Unit Adds⁽¹⁾ 34,829 33,335 31,848 30,441 29,214 28,118 Vista Offer (11/06) 35,000 34,400 33,800 33,200 32,600 32,000 C/R Offer (12/06) 35,000 35,000 35,000 34,400 33,800 33,200 Illustrative Counter 33,000 32,400 31,800 31,200 30,600 30,000 Forecasted Ending Unit Count Unit Count to Reach Price Reduction Threshold Month Units Lost Sep-24 (553) Oct-24 (745) Nov-24 (588) Total (1,886) November 2024 Ending Unit Count: 37,1274

CONFIDENTIAL C/R Proposed Unit Count Purchase Schedule (12/06) (1) Unit count must be greater than or equal to threshold to receive implied purchase price. Termination Threshold: 25,000 C/R Proposal (12/06/24) Purchase Price per Share Unit Count Threshold by Close Date⁽¹⁾ Price Reduction Implied Price 3/31/2025 4/30/2025 Headline Purchase Price $4.81 35,000 34,400 ($0.10) $4.71 34,500 33,900 ($0.20) $4.61 34,000 33,400 ($0.30) $4.51 33,500 32,900 ($0.40) $4.41 33,000 32,400 ($0.50) $4.31 32,500 31,900 ($0.60) $4.21 32,000 31,400 ($0.70) $4.11 31,500 30,900 ($0.80) $4.01 31,000 30,400 ($0.90) $3.91 30,500 29,900 ($1.00) $3.81 30,000 29,400 ($1.10) $3.71 29,500 28,900 ($1.20) $3.61 29,000 28,400 ($1.30) $3.51 28,500 27,900 ($1.40) $3.41 28,000 27,400 ($1.50) $3.31 27,500 26,900 ($1.60) $3.21 27,000 26,400 ($1.70) $3.11 26,500 25,900 ($1.80) $3.01 26,000 25,400 ($1.90) $2.91 25,500 ($2.00) $2.81 25,000 C/R proposal delays reduction of Unit Count until March and adds termination right November 2024 Ending Unit Count: 37,1275

CONFIDENTIAL Illustrative Vista Proposed Unit Count Purchase Schedule Key Changes to C/R Proposal (12/06): Starting point moved up to 1/31/25 to allow a 1,200-unit drop down to 3/31/25 unit threshold levels Reduce starting purchase price adjustment threshold from 35,000 to 33,000 units in January to account for inclusion of termination right Reduced by 600 for each additional month, consistent with C/R proposal Termination threshold of 25,000 in January Reduces over time on same schedule as purchase price adjustment thresholds Potential price reduction is capped at ($1.60) Termination Threshold: 25,000 in Jan’25, reduced by 600 for each additional month Vista Proposed Response (12/09/24) Purchase Price per Share Unit Count Threshold by Close Date⁽¹⁾ Price Reduction Implied Price 1/31/2025 2/28/2025 3/31/2025 4/30/2025 5/31/2025 Headline Purchase Price $4.81 33,000 32,400 31,800 31,200 30,600 ($0.10) $4.71 32,500 31,900 31,300 30,700 30,100 ($0.20) $4.61 32,000 31,400 30,800 30,200 29,600 ($0.30) $4.51 31,500 30,900 30,300 29,700 29,100 ($0.40) $4.41 31,000 30,400 29,800 29,200 28,600 ($0.50) $4.31 30,500 29,900 29,300 28,700 28,100 ($0.60) $4.21 30,000 29,400 28,800 28,200 27,600 ($0.70) $4.11 29,500 28,900 28,300 27,700 27,100 ($0.80) $4.01 29,000 28,400 27,800 27,200 26,600 ($0.90) $3.91 28,500 27,900 27,300 26,700 26,100 ($1.00) $3.81 28,000 27,400 26,800 26,200 25,600 ($1.10) $3.71 27,500 26,900 26,300 25,700 25,100 ($1.20) $3.61 27,000 26,400 25,800 25,200 24,600 ($1.30) $3.51 26,500 25,900 25,300 24,700 24,100 ($1.40) $3.41 26,000 25,400 24,800 24,200 23,600 ($1.50) $3.31 25,500 24,900 24,300 23,700 23,100 ($1.60) $3.21 25,000 24,400 23,800 23,200 22,600 Full ladder would continue to decrease by 600 units until transaction is closed (1) Unit count must be greater than or equal to threshold to receive implied purchase price. November 2024 Ending Unit Count: 37,127 6

CONFIDENTIAL $2.50 $3.00 $3.50 $4.00 $4.50 $5.00 Proposed Unit Count Purchase Schedule Mar’25 IMPLIED PURCHASE PRICE PER SHARE BASED ON ILLUSTRATIVE ENDING UNIT COUNT Illustrative Vista Proposed Schedule C/R Proposed Schedule 34,077 B 33,113 C 31,848 D 35,042 A 31,800 31,300 30,800 30,300 29,800 29,300 28,800 28,300 27,800 27,300 26,800 26,300 25,800 25,300 24,800 24,300 23,800 $4.81 35,127 W 33,127 X 31,127 Y 29,127 Z $4.71 / < 31,800 $4.01 / < 28,300 $4.71 / < 35,000 $4.01 / < 31,500 $3.21 / < 24,300 $2.81 / < 25,500 35,000 34,500 34,000 33,500 33,000 32,500 32,000 31,500 31,000 30,500 30,000 29,500 29,000 28,500 28,000 27,500 27,000 26,500 26,000 25,500 25,000 Vista Stock Price 12/6/24 $4.25 30-Day VWAP $3.34 60-Day VWAP $2.95 Units Lost per Month⁽ ¹⁾ Net Churn 500 (1.4%) 1,000 (2.8%) 1,500 (4.3%) 2,000 (5.9%) W X Y Z B C D Forecast w/ 25% Churn Miss Forecast Unit w/ 50% Churn Miss Forecast w/ 50% Churn Miss & No Unit Adds A Latest Forecast (12/04) Source: Capital IQ (1) Represents units lost per month from actual ending unit count as of 11/30/2024. 7

CONFIDENTIAL $2.50 $3.00 $3.50 $4.00 $4.50 $5.00 Proposed Unit Count Purchase Schedule Apr’25 IMPLIED PURCHASE PRICE PER SHARE BASED ON ILLUSTRATIVE ENDING UNIT COUNT 33,391 B 32,192 C 30,441 D 34,590 A $4.81 34,627 W 32,127 X 29,627 Y 27,127 Z Units Lost per Month⁽ ¹⁾ Net Churn 500 (1.4%) 1,000 (2.9%) 1,500 (4.4%) 2,000 (6.1%) W X Y Z Source: Capital IQ (1) Represents units lost per month from actual ending unit count as of 11/30/2024. $4.71 / < 34,400 $4.01 / < 30,900 $2.91 / < 25,400 31,200 30,700 30,200 29,700 29,200 28,700 28,200 27,700 27,200 26,700 26,200 25,700 25,200 24,700 24,200 23,700 23,200 $4.71 / < 31,200 $3.21 / < 23,700 34,400 33,900 33,400 32,900 32,400 31,900 31,400 30,900 30,400 29,900 29,400 28,900 28,400 27,900 27,400 26,900 26,400 25,900 25,400 25,000 $4.01 / < 27,700 B C D Forecast w/ 25% Churn Miss Forecast Unit w/ 50% Churn Miss Forecast w/ 50% Churn Miss & No Unit Adds A Latest Forecast (12/04) Illustrative Vista Proposed Schedule C/R Proposed Schedule Vista Stock Price 12/6/24 $4.25 30-Day VWAP $3.34 60-Day VWAP $2.958

CONFIDENTIAL $2.50 $3.00 $3.50 $4.00 $4.50 $5.00 Proposed Unit Count Purchase Schedule May’25 IMPLIED PURCHASE PRICE PER SHARE BASED ON ILLUSTRATIVE ENDING UNIT COUNT 32,882 B 31,479 C 29,214 D 34,286 A 33,800 33,300 32,800 32,300 31,800 31,300 30,800 30,300 29,800 29,300 28,800 28,300 27,800 27,300 26,800 26,300 25,800 25,300 25,000 $4.81 34,127 W 31,127 X 28,127 Y 25,127 Z $4.71 / < 33,800 $4.01 / < 30,300 $3.01 / < 25,300 $4.71 / < 30,600 $3.21 / < 23,100 30,600 30,100 29,600 29,100 28,600 28,100 27,600 27,100 26,600 26,100 25,600 25,100 24,600 24,100 23,600 23,100 22,600 $4.01 / < 27,100 Units Lost per Month⁽ ¹⁾ Net Churn 500 (1.4%) 1,000 (2.9%) 1,500 (4.5%) 2,000 (6.3%) W X Y Z B C D Forecast w/ 25% Churn Miss Forecast Unit w/ 50% Churn Miss Forecast w/ 50% Churn Miss & No Unit Adds A Latest Forecast (12/04) Illustrative Vista Proposed Schedule C/R Proposed Schedule Vista Stock Price 12/6/24 $4.25 30-Day VWAP $3.34 60-Day VWAP $2.95 Source: Capital IQ (1) Represents units lost per month from actual ending unit count as of 11/30/2024. 9

CONFIDENTIAL Illustrative Proposal Comparison C/R Proposal (12/06) Vista Proposed Response Ending Unit Count Purchase Price per Share Purchase Price per Share March Current Forecast 35,042 $4.81 $4.81 25% Churn Miss 34,077 $4.61 $4.81 50% Churn Miss 33,113 $4.41 $4.81 50% Churn Miss & No Unit Adds 31,848 $4.11 $4.81 April Current Forecast 34,590 $4.81 $4.81 25% Churn Miss 33,391 $4.51 $4.81 50% Churn Miss 32,192 $4.31 $4.81 50% Churn Miss & No Unit Adds 30,441 $4.01 $4.61 Month Units Added Forecast Jan-25 325 Feb-25 464 Mar-25 475 Apr-25 486 Total 1,75010

CONFIDENTIAL Implied Churn to Reach Illustrative Vista Proposed Termination Threshold No Unit Adds Starting in Jan’25 (1) Dec’24 ending unit count reflects Management forecast. (2) Last three months period represents Sep’24 – Nov’24. Required Churn to Reach Vista Proposed Termination Thresholds Dec-24 Jan-25 Feb-25 Mar-25 Apr-25 Memo: Termination Threshold 25,000 24,400 23,800 23,200 Required Churn for March Termination Threshold Beginning Unit Count 36,796 31,822 27,520 (-) Churn (4,974) (4,302) (3,720) Ending Unit Count⁽¹⁾ 36,796 31,822 27,520 23,800 Implied Churn 13.5% 13.5% 13.5% Required Churn for April Termination Threshold Beginning Unit Count 36,796 32,788 29,217 26,035 (-) Churn (4,007) (3,571) (3,182) (2,835) Ending Unit Count⁽¹⁾ 36,796 32,788 29,217 26,035 23,200 Implied Churn 10.9% 10.9% 10.9% 10.9% Assuming no units added, the required churn rates to hit Mar’25 and Apr’25 termination thresholds are 13.5% and 10.9% respectively. Last Three Months Average Monthly Churn and Unit Adds:(2) Gross Churn: 3.0% Net Churn: 1.6% Unit Adds: 531 11

CONFIDENTIAL $51.2 $56.8 $47.1 $34.8 $27.8 $46.4 $95.0 $30.5 $34.3 $38.9 $24.2 $18.2 $38.2 $89.0 Jan-25 Feb-25 Mar-25 Apr-25 May-25 Jun-25 Jul-25 Liquidity Forecast Comparison Source: Vista Management (1) Liquidity metric is lowered by ~$29.4mm of net proceeds from DK convertible notes. LIQUIDITY FORECAST $ in millions RCF $15mm Liquidity Test Liquidity Comparison (Actuals vs. Prior Forecast) Jul-24 Aug-24 Sep-24 Oct-24 Actuals $101 $115 $99 $62 Actuals (Excl. Net Proceeds from DK)⁽¹⁾ 101 85 70 33 7/16 Forecast 132 135 80 49 Variance (Excl. Net Proceeds from DK)⁽ ¹⁾ ($31) ($49) ($10) ($16) Latest Forecast (12/04) C/R Proposed Min. Liquidity (10/21 Forecast with $7.5mm Cushion) Cushion of ~$19.8mm Cushion of ~$12.8mm There is a lack of a meaningful cushion in April and May for C/R proposed liquidity requirement Focusing a counter on the RCF liquidity test, and ensuring that dropping below this test results in a purchase price adjustment vs. a termination right would significantly de-risk the transaction12

CONFIDENTIAL $56.8 $47.1 $34.8 $27.8 $54.2 $43.5 $30.8 $23.5 $51.0 $39.0 $25.7 $17.7 $34.3 $38.9 $24.2 $18.2 Feb-25 Mar-25 Apr-25 May-25 Liquidity Forecast Comparison Downside Churn Scenario Source: Vista Management (1) Liquidity metric is lowered by ~$29.4mm of net proceeds from DK convertible notes. LIQUIDITY FORECAST $ in millions RCF $15mm Liquidity Test Liquidity Comparison (Actuals vs. Prior Forecast) Jul-24 Aug-24 Sep-24 Oct-24 Actuals $101 $115 $99 $62 Actuals (Excl. Net Proceeds from DK)⁽¹⁾ 101 85 70 33 7/16 Forecast 132 135 80 49 Variance (Excl. Net Proceeds from DK)⁽ ¹⁾ ($31) ($49) ($10) ($16) Latest Forecast (12/04) C/R Proposed Min. Liquidity (10/21 Forecast with $7.5mm Cushion) Latest Forecast w/ 25% Churn Miss Latest Forecast w/ 50% Churn Miss13

CONFIDENTIAL I.Appendix 14

CONFIDENTIAL Unit Count Purchase Schedule Comparison Termination Threshold: 25,000 Termination Threshold: 23,800 / 23,200 (Mar’25 / Apr’25) C/R Proposal (12/06) Vista Proposed Response (12/09) Purchase Price per Share 3/31/2025 4/30/2025 Purchase Price per Share 3/31/2025 4/30/2025 Memo: End of Month Unit Count Mgmt. Forecast 35,558 35,042 35,558 35,042 Headline Purchase Price 35,000 34,400 Headline Purchase Price 31,800 31,200 ($0.10) 34,500 33,900 ($0.10) 31,300 30,700 ($0.20) 34,000 33,400 ($0.20) 30,800 30,200 ($0.30) 33,500 32,900 ($0.30) 30,300 29,700 ($0.40) 33,000 32,400 ($0.40) 29,800 29,200 ($0.50) 32,500 31,900 ($0.50) 29,300 28,700 ($0.60) 32,000 31,400 ($0.60) 28,800 28,200 ($0.70) 31,500 30,900 ($0.70) 28,300 27,700 ($0.80) 31,000 30,400 ($0.80) 27,800 27,200 ($0.90) 30,500 29,900 ($0.90) 27,300 26,700 ($1.00) 30,000 29,400 ($1.00) 26,800 26,200 ($1.10) 29,500 28,900 ($1.10) 26,300 25,700 ($1.20) 29,000 28,400 ($1.20) 25,800 25,200 ($1.30) 28,500 27,900 ($1.30) 25,300 24,700 ($1.40) 28,000 27,400 ($1.40) 24,800 24,200 ($1.50) 27,500 26,900 ($1.50) 24,300 23,700 ($1.60) 27,000 26,400 ($1.60) 23,800 23,200 ($1.70) 26,500 25,900 ($1.80) 26,000 25,400 ($1.90) 25,500 ($2.00) 25,000 Note: Unit count must be greater than or equal to threshold to receive implied purchase price.15

Exhibit (c)(v)

CONFIDENTIAL SPECIAL COMMITTEE UPDATE December 2024 Project Vista

CONFIDENTIALCategory C/R Position (12/06/24) Vista Verbal Proposal (12/08/24) C/R Verbal Proposal (12/08/24) Closing Conditions Unit Count ($0.10) reduction for every 500 units Starting point of 35,000 as of March 31, 2025 Thresholds to be reduced by 600 units for each additional month Buyer may terminate Transaction (without payment of any fees or expenses) at unit count below 25,000, regardless of close date ($0.10) reduction for every 500 units Reduction of starting purchase price adjustment threshold from 35,000 to 33,000 units as of January 31, 2025 Termination threshold reduces over time on same schedule as purchase price adjustment thresholds C/R to pay $10mm termination fee if termination right related to unit count is exercised For details, see page 5 ($0.10) reduction for every 500 units Starting purchase price adjustment threshold of 32,000 units as of April 30, 2025 Thresholds to be reduced by 600 units for each additional month Buyer may terminate Transaction (without payment of any fees or expenses) at unit count below 24,000, regardless of close date No termination fee For details, see page 4 Unit Quality Material changes to Seller’s policies regarding minimum quality, revenue or commission rates for new or renewing contracts must be approved by Buyer(1) Material changes (increases or decreases) to sales and marketing budget / forecast must be approved by Buyer Subject not addressed Subject not addressed Working Capital In addition, Seller’s working capital shall not fall more than $7.5 million below Seller’s current monthly forecast. Liquidity and working capital shall be calculated in accordance with GAAP and the Seller’s consolidated financial statements (C/R uses the RCF definition of liquidity to define working capital)(2) No liquidity requirement for the business at close Will require minimum liquidity at some level (C/R uses the RCF definition of liquidity to define working capital) May be open to purchase price adjustment vs. termination right

CONFIDENTIAL (1) Applies 50% monthly churn miss from ending unit count as of 11/30/24 and assumes no unit adds from Jan’25 onwards. Illustrative Unit Count Scenarios CURRENT UNIT COUNT FORECAST Latest Forecast (12/04) 36,090 35,558 35,042 34,590 34,286 34,173 (706) (532) (516) (452) (304) (113) 1/31/25 2/28/25 3/31/25 4/30/25 5/31/25 6/30/25 Units Lost: 25% Churn Miss 35,622 34,841 34,077 33,391 32,882 32,587 50% Churn Miss 35,154 34,124 33,113 32,192 31,479 31,000 50% Churn Miss without Unit Adds 34,829 33,335 31,848 30,441 29,214 28,118 Vista Proposal (12/08) 33,000 32,400 31,800 31,200 30,600 30,000 Updated C/R Proposal (12/08) 32,000 32,000 32,000 32,000 31,400 30,800 Forecasted Ending Unit Count Unit Count to Hit Price Reduction Threshold Month Units Lost Sep-24 (553) Oct-24 (745) Nov-24 (588) Total (1,886) November 2024 Ending Unit Count: 37,1273

CONFIDENTIAL C/R Proposed Unit Count Purchase Schedule (12/08) (1)Unit count must be greater than or equal to threshold to receive implied purchase price. Termination Threshold: 24,000 C/R proposal delays reduction of Unit Count until April and holds termination threshold of 24,000 constant November 2024 Ending Unit Count: 37,127 C/R indicated that they accept the grid to continue reducing by 600 units for each subsequent month.Updated C/R Proposal (12/08/24)Purchase Price per ShareUnit Count Threshold by Close Date(1)Price ReductionImplied Price3/31/20254/30/20255/31/2025Headline Purchase Price$4.81 32,000 32,000 31,400 ($0.10)$4.71 31,500 31,500 30,900 ($0.20)$4.61 31,000 31,000 30,400 ($0.30)$4.51 30,500 30,500 29,900 ($0.40)$4.41 30,000 30,000 29,400 ($0.50)$4.31 29,500 29,500 28,900 ($0.60)$4.21 29,000 29,000 28,400 ($0.70)$4.11 28,500 28,500 27,900 ($0.80)$4.01 28,000 28,000 27,400 ($0.90)$3.91 27,500 27,500 26,900 ($1.00)$3.81 27,000 27,000 26,400 ($1.10)$3.71 26,500 26,500 25,900 ($1.20)$3.61 26,000 26,000 25,400 ($1.30)$3.51 25,500 25,500 24,900 ($1.40)$3.41 25,000 25,000 24,400 ($1.50)$3.31 24,500 24,500 24,000 ($1.60)$3.21 24,000 24,000 4

CONFIDENTIAL Vista Proposed Unit Count Purchase Price Schedule (12/08) (1) Unit count must be greater than or equal to threshold to receive implied purchase price. November 2024 Ending Unit Count: 37,127 Key Features of Vista Schedule: ($0.10) reduction for every 500 units Reduction of starting purchase price adjustment threshold in January 31, 2025 from 35,000 as reflected in initial offer (11/06) to 33,000 units Reduced by 600 for each additional month Termination threshold of 25,000 in January Reduces over time on same schedule as purchase price adjustment thresholds Thresholds represent minimum unit count to receive purchase price in each row E.g., 33,000 unit count on 1/31/25 would imply headline purchase price per share, while 32,999 units would imply a $0.10 drop in per share consideration Termination Threshold: 25,000 in Jan’25, reduced by 600 for each additional month Full ladder would continue to decrease by 600 units until transaction is closed Vista Proposal (12/08/24) Purchase Price per Share Unit Count Threshold by Close Date(1) Price Reduction Implied Price 1/31/2025 2/28/2025 3/31/2025 4/30/2025 5/31/2025 Headline Purchase Price $4.81 33,000 32,400 31,800 31,200 30,600 ($0.10) $4.71 32,500 31,900 31,300 30,700 30,100 ($0.20) $4.61 32,000 31,400 30,800 30,200 29,600 ($0.30) $4.51 31,500 30,900 30,300 29,700 29,100 ($0.40) $4.41 31,000 30,400 29,800 29,200 28,600 ($0.50) $4.31 30,500 29,900 29,300 28,700 28,100 ($0.60) $4.21 30,000 29,400 28,800 28,200 27,600 ($0.70) $4.11 29,500 28,900 28,300 27,700 27,100 ($0.80) $4.01 29,000 28,400 27,800 27,200 26,600 ($0.90) $3.91 28,500 27,900 27,300 26,700 26,100 ($1.00) $3.81 28,000 27,400 26,800 26,200 25,600 ($1.10) $3.71 27,500 26,900 26,300 25,700 25,100 ($1.20) $3.61 27,000 26,400 25,800 25,200 24,600 ($1.30) $3.51 26,500 25,900 25,300 24,700 24,100 ($1.40) $3.41 26,000 25,400 24,800 24,200 23,600 ($1.50) $3.31 25,500 24,900 24,300 23,700 23,100 ($1.60) $3.21 25,000 24,400 23,800 23,200 22,600 5

CONFIDENTIAL Illustrative Proposal Comparison Month Units Added Forecast Jan-25 325 Feb-25 464 Mar-25 475 Apr-25 486 Total 1,750 Vista Proposal (12/08) Updated C/R Proposal (12/08) Ending Unit Count Purchase Price per Share Purchase Price per Share March Current Forecast 35,042 $4.81 $4.81 25% Churn Miss 34,077 $4.81 $4.81 50% Churn Miss 33,113 $4.81 $4.81 50% Churn Miss & No Unit Adds 31,848 $4.81 $4.71 April Current Forecast 34,590 $4.81 $4.81 25% Churn Miss 33,391 $4.81 $4.81 50% Churn Miss 32,192 $4.81 $4.81 50% Churn Miss & No Unit Adds 30,441 $4.61 $4.416

CONFIDENTIAL Implied Churn to Reach C/R Proposed Termination ThresholdNo Unit Adds Starting in Jan’25 (1)Dec’24 ending unit count reflects Management forecast. (2)Last three months period represents Sep’24 – Nov’24. Assuming no units added, the required churn rates to hit C/R proposed Mar’25 and Apr’25 termination thresholds are 13.3% and 10.1% respectively. Last Three Months Average Monthly Churn and Unit Adds:(2) Gross Churn: 3.0% Net Churn: 1.6% Unit Adds: 531 Required Churn to Reach C/R Proposed Termination ThresholdDec-24Jan-25Feb-25Mar-25Apr-25Memo: C/R Proposed Termination Threshold (12/08)24,00024,00024,00024,000Required Churn for March Termination ThresholdBeginning Unit Count36,79631,91127,674(-) Churn(4,885)(4,237)(3,674)Ending Unit Count⁽¹⁾36,79631,91127,67424,000Implied Churn13.3%13.3%13.3%Required Churn for April Termination ThresholdBeginning Unit Count36,79633,06729,71726,706(-) Churn(3,728)(3,350)(3,011)(2,706)Ending Unit Count⁽¹⁾36,79633,06729,71726,70624,000Implied Churn10.1%10.1%10.1%10.1%7

CONFIDENTIAL $51.2 $56.8 $47.1 $34.8 $27.8 $46.4 $95.0 $30.5 $34.3 $38.9 $24.2 $18.2 $38.2 $89.0 Jan-25 Feb-25 Mar-25 Apr-25 May-25 Jun-25 Jul-25 Liquidity Forecast Comparison Source: Vista Management (1) Liquidity metric is lowered by ~$29.4mm of net proceeds from DK convertible notes. LIQUIDITY FORECAST $ in millions RCF $15mm Liquidity Test Liquidity Comparison (Actuals vs. Prior Forecast) Jul-24 Aug-24 Sep-24 Oct-24 Actuals $101 $115 $99 $62 Actuals (Excl. Net Proceeds from DK)⁽¹⁾ 101 85 70 33 7/16 Forecast 132 135 80 49 Variance (Excl. Net Proceeds from DK)⁽ ¹⁾ ($31) ($49) ($10) ($16) Latest Forecast (12/04) C/R Proposed Min. Liquidity (10/21 Forecast with $7.5mm Cushion) Cushion of ~$19.8mm Cushion of ~$12.8mm There is a lack of a meaningful cushion in April and May for C/R proposed liquidity requirement. Focusing a counter on the RCF liquidity test, and ensuring that dropping below this test results in a purchase price adjustment vs. a termination right would significantly de-risk the transaction.8

CONFIDENTIAL $56.8 $47.1 $34.8 $27.8 $54.2 $43.5 $30.8 $23.5 $51.0 $39.0 $25.7 $17.7 $34.3 $38.9 $24.2 $18.2 Feb-25 Mar-25 Apr-25 May-25 Liquidity Forecast Comparison Downside Churn Scenario Source: Vista Management (1) Liquidity metric is lowered by ~$29.4mm of net proceeds from DK convertible notes. (2)Reflects FDSO of 24.2mm as of 9/30/2024. LIQUIDITY FORECAST $ in millions RCF $15mm Liquidity Test Liquidity Comparison (Actuals vs. Prior Forecast) Jul-24 Aug-24 Sep-24 Oct-24 Actuals $101 $115 $99 $62 Actuals (Excl. Net Proceeds from DK)⁽¹⁾ 101 85 70 33 7/16 Forecast 132 135 80 49 Variance (Excl. Net Proceeds from DK)⁽ ¹⁾ ($31) ($49) ($10) ($16) Latest Forecast (12/04) C/R Proposed Min. Liquidity (10/21 Forecast with $7.5mm Cushion) Latest Forecast w/ 25% Churn Miss Latest Forecast w/ 50% Churn Miss Purchase Price Adjustment Implied Purchase Price⁽²⁾ No Adjustment $4.81 ($1mm) $4.76 ($2mm) $4.72 ($3mm) $4.68 ($4mm) $4.64 ($5mm) $4.609

Exhibit (c)(vi)

CONFIDENTIAL DISCUSSION MATERIALS December 29, 2024 Project Vista

CONFIDENTIAL Situation OverviewProject Vista Process Review Evolution of Casago Global, LLC(1) (“Casago”) Proposal Review of Casago Current Proposal Vista Valuation Today’s Agenda (1)Casago Global, LLC is the Parent and is indirectly acquiring Vista through its subsidiary Casago Holdings, LLC. 1 22

CONFIDENTIAL I.Situation Overview 3

1 Situation Overview Process Overview to Date At the direction of the Special Committee, PJT ran a broad process with 23 total parties engaging on a potential transaction. Ultimately, only one counterparty was able to provide an actionable indication of interest. May Jun Jul Initial Outreach and Marketing Total Parties Contacted: 18 Submitted Bids: 4 Notes from Process Diligence was focused on potential of business and intrinsic value of assets Counterparties dropped from process due to complexity of transformation to locally-driven, profitable business model, as well as overall transaction check size and potential future funding requirements to support the business Aug Sept Oct Expanded Marketing and Deep Diligence Additional Parties Contacted: 5 Submitted Bids: 2 Significant diligence done by financial sponsor Allowed Casago and Roofstock to evaluate acquisition together to enhance likelihood of a transaction and improve ability to pay 3 strategic buyers passed given churn dynamics and potential post transaction capital requirements Nov Dec Final Negotiations Active Parties Remaining: 1 Focus on go-forward business and transaction terms Active negotiations between Vista and Casago regarding purchase price and conditions Improved deal certainty through negotiations of key deal terms Counterparty negotiated with RCF providers to ensure that sufficient RCF holders would approve amendment to allow for a change of control CONFIDENTIAL 4

CONFIDENTIAL Evolution of Casago Proposals8/5/24 10/14/24 10/22/24 11/11/24 12/6/24 12/8/24 Current Terms Headline Purchase Price per Share $4.50 – 5.50 $5.00 $5.00 $5.00 $5.00 $5.00 $5.02 Starting Purchase Price Adj. Company Unit Threshold(1) As of Mar’25 NA NA 36,000 35,000 35,000 32,000 32,000 Reduction for Each Additional Month NA NA Held Constant (400) starting from Apr’25 (600) starting from Apr’25 (600) starting from May’25 (600) starting from Apr’25 Company Unit Step Down Mechanism(1) NA NA ($0.50) for every 1,500 units lower ($0.10) for every 333 units lower ($0.10) for every 500 units lower ($0.10) for every 500 units lower ($0.10) for every 500 units lower Implied Reduction in Value per Lost Unit NA NA $7.7K(2)(3) $6.9K(2)(4) $4.6K(2)(5) $4.6K(2)(5) $4.6K(2)(5) Termination Company Unit Threshold NA NA 30,000 30,000 25,000 24,000 24,000 Liquidity NA Cash and restricted cash closing conditions with no detail mentioned in issues list Working capital condition with no detail $7.5mm working capital cushion to Oct’24 forecast $7.5mm working capital cushion to Oct’24 forecast Minimum liquidity requirement $15mm minimum liquidity level(6) Purchase price adjustment if minimum liquidity is not met

CONFIDENTIALCasago Initial Terms (10/22) Casago Current Terms Price Reduction per Share Implied Price Any Closing Date Price Reduction per Share Implied Price 3/31/25 4/30/25 5/31/25 Unit Count Mgmt. Forecast (12/13): 35,042 35,042 34,590 34,286 Headline Purchase Price $5.00 36,000 Headline Purchase Price $5.02 32,000 31,400 30,800 ($0.10) $4.92 31,500 30,900 30,300 ($0.20) $4.82 31,000 30,400 29,800 ($0.30) $4.72 30,500 29,900 29,300 ($0.40) $4.62 30,000 29,400 28,800 ($0.50) $4.50 34,500 ($0.50) $4.52 29,500 28,900 28,300 ($0.60) $4.42 29,000 28,400 27,800 ($0.70) $4.32 28,500 27,900 27,300 ($0.80) $4.22 28,000 27,400 26,800 ($0.90) $4.12 27,500 26,900 26,300 ($1.00) $4.00 33,000 ($1.00) $4.02 27,000 26,400 25,800 ($1.10) $3.92 26,500 25,900 25,300 ($1.20) $3.82 26,000 25,400 24,800 ($1.30) $3.72 25,500 24,900 24,300 ($1.40) $3.62 25,000 24,400 24,000 ($1.50) $3.50 31,500 ($1.50) $3.52 24,500 24,000 ($1.60) $3.42 24,000 ($2.00) $3.00 30,000 Casago Unit Count Purchase Schedule Source: Vista Management. Note: Calculations of net churn after any adjustments for approved markets as agreed to by both parties. (1) Unit count must be greater than or equal to the threshold to receive the corresponding implied purchase price. (2) Implied price assumes share count of 23.3mm as stated in Casago’s 10/22/24 offer letter. (3)Reflects unit forecast provided in Vista Management’s financial forecast as of 12/13/24. Financial forecast as of 12/13/24 is approved for PJT’s use by Vista Management. Termination Threshold: 24,000 Company Units Purchase price adjustment thresholds decrease by 600 for each additional month past March Termination Threshold: 30,000 Company Units UNIT COUNT THRESHOLD BY CLOSE DATE AND PRICE REDUCTION PER SHARE(1) 3/31/25 Purchase price adjustment thresholds hold constant across time (3) Situation Overview 1 (2)6

CONFIDENTIAL MONTHLY NET CHURN TO REACH CASAGO PROPOSED UNIT THRESHOLDS(1)(2) Mar’25 / Apr’25 / May’25 Source: Vista Management. (1) Based on ending unit count as of 11/30/24. Reflects net churn to reach starting purchase price adjustment threshold and termination threshold in given month. (2)Calculations of net churn after any adjustments for approved markets as agreed to by both parties. (3)Reflects unit forecast provided in Vista Management’s financial forecast as of 12/13/24. Churn Requirement Implied by Casago Proposed Unit Purchase Schedule Starting Purchase Price Adjustment Threshold Termination Threshold Unit Step Down Mechanism Net Churn to Starting Purchase Price Adjustment Threshold Net Churn to Termination Threshold 10/22 Proposal Current Terms 36,000 36,000 36,000 32,000 31,400 30,800 30,000 30,000 30,000 24,000 24,000 24,000 ($0.50) for every 1,500 units lower ($0.10) for every 500 units lower

CONFIDENTIAL Vista’s Share Price Has Fallen Significantly Since De-SPAC Source: Capital IQ, Press, Company filings. Note: Market data as of 12/27/24. – $50 $100 $150 $200Dec-21 Mar-22 Jun-22 Sep-22 Dec-22 Mar-23 Jun-23 Sep-23 Dec-23 Mar-24 Jun-24 Sep-24 Dec-24 $3.81 (98.1%) SHARE PRICE PERFORMANCE SINCE DE-SPAC 10/21/22Lays off 280 workers 2/28/24Lays off 320 Workers 1/24/23Lays off 1,300 workers (17% of total workforce) 11/9/22Missed Consensus Q3’22 Adj. EBITDA by 22% 5/9/24Announces business transformation and organizational changesShare Price Performance Since De-SPAC (98.1%) Last 2 Years (82.5%) Last 12 Months (46.4%) Last 6 Months (18.2%) Last 3 Months 32.8% 9/6/231-for-20 Reverse Stock Split Situation Overview 1 8

CONFIDENTIAL II.Valuation Considerations 9

CONFIDENTIAL $889 $1,188 $1,118 $914 $835 $863 $930 $997 $1,043 33.6% (5.9%) (18.2%) (8.7%) 3.3% 7.9% 7.2% 4.6% Source: Company filings, Vista Management. Note: Reflects Vista Management forecast as of 12/13/24. (1) Net of restructuring expenses and business combination costs as provided by Vista Management. (2)Reflects unit forecast provided in Vista Management’s financial forecast as of 12/13/24. (3)Reflects total M&A spend, net of cash acquired, as provided by Vista Management. NET REVENUE $ in mm ADJUSTED EBITDA(1) $ in mm Vista Financial Forecast Growth % Margin %($37) ($29) $13 ($22) ($2) $16 $42 $69 $72 NM NM 1.2% NM NM 1.8% 4.5% 6.9% 6.9% Valuation 2 2021A 2022A 2023A 2024E 2025E 2026E 2027E 2028E 2029E Ending Company Unit Count (Mgmt. Forecast as of 12/13/24)⁽²⁾ ~37,000 44,192 41,559 36,796 32,876 33,293 33,621 33,880 34,085 Total M&A Spend ($ in mm)⁽³⁾ $581.0 $104.4 $0.3 – – – – – – Liquidity ($ in mm) $339 $120 $83 $47 $42 $63 $79 $116 $9810

CONFIDENTIAL Available Cash Balance (End of Quarter) ($ in millions) Q4’24 Q1’25 Q2’25 Unrestricted Cash $85 $94 $113 (+) Restricted Cash 99 164 177 (-) Funds Payable to Owners (110) (169) (196) (-) Hospitality & Sales Tax Payables (27) (38) (43) Available Cash $47 $52 $52 Vista Definition of Cash A B C Key Commentary: Unrestricted cash is available for the Company to utilize in its operations, although a large portion of the balance is owed to homeowners and in taxes to local governments Restricted cash reflects business proceeds held in escrow funds due to state regulations Similarly comprises funds owed to owners and governmental authorities Cannot be used to fund the business Current liabilities that are paid out after recognizing revenue and therefore reduce cash Banks take a similar approach in their calculation of liquidity for the RCF financial covenant(1) A B C Valuation 2 Source: Vista Management. Note: Reflects projected balance sheet information as provided by Vista Management. Reflects Vista Management forecast as of 12/13/24. (1) Liquidity matches Available Cash in the current situation where there is no revolver availability. If the Company has an undrawn revolver, that amount is included in Liquidity but not in Available Cash. 11

CONFIDENTIAL Updated Prior Updated Prior Updated Prior Updated Prior Updated Prior Adj. EBITDA⁽¹⁾ ($2) $12 $16 $23 $42 $50 $69 $78 $72 $81 Capital Expenditures 7 6 8 7 9 7 9 8 10 9 Change in Net Working Capital & Non-Cash Adj.⁽²⁾ 5 1 21 (14) (13) (21) (22) (26) (20) (25) Free Cash Flow⁽³⁾ (8) 4 20 (7) 5 5 13 17 14 17 Source: Vista Management. Note: Reflects Vista Management forecast as of 12/13/24 and 10/16/24. (1) Net of restructuring expenses and business combination costs as provided by Vista Management. (2)Change in net working capital & other operating activities includes repayment of operating liabilities (i.e., financed insurance premiums and acquisition liabilities). Other non-cash adjustments include changes in long-term assets, such as reduction in right-of-use assets and intangible assets, and other income. (3)Reflects Adj. EBITDA net of restructuring expense and business combination costs, SBC expenses, tax expenses, capital expenditures, change in net working capital & other operating activities, and other non-cash adjustments. Assumes tax rate of 26.1% on EBIT, as provided by Vista Management. Summary of Key Changes 12/13 Forecast vs. 10/16 Forecast Latest Forecast (12/13) Prior Forecast (10/16) NET REVENUE ($ in millions) Valuation 2 Drivers of Updated Forecast: Sustained elevated churn levels across the business, particularly in Florida and Texas Continued headwinds in vacation rental industry $835 $863 $930 $997 $1,043 $841 $871 $940 $1,006 $1,052 2025E 2026E 2027E 2028E 2029E12

CONFIDENTIAL Source: Vista Management. (1) Reflects unit forecast provided in Vista Management’s financial forecast as of 12/13/24. Forecast Comparison Summary Unit Count Forecast 37,715 37,126 36,796 36,090 35,558 35,042 34,590 34,286 38,168 37,884 37,562 37,089 36,680 36,238 35,825 35,534 (453) (305) (8) (233) (124) (74) (39) (13) Oct-24 Nov-24 Dec-24 Jan-25 Feb-25 Mar-25 Apr-25 May-25 COMPANY ENDING UNIT COUNT FORECAST COMPARISON Decrease / (Increase) in Net Churn : Valuation 2 Latest Forecast (12/13)(1) Prior Forecast (10/16) Actuals Recent churn performance has impacted near-term forecast of units under management.13

CONFIDENTIAL IV.Valuation Analysis 14

CONFIDENTIAL Valuation Summary Source: Vista Management, Company filings, Wall Street research, Capital IQ. Note: Market data as of 12/27/24. Reflects Vista Management forecast as of 12/13/24. Current Share Price: $3.81 ($ per share, rounded to the nearest $0.10, except for 52-week high / low and analyst price targets) DCF (excl.NOL) (PGR) WACC: 19.0% - 21.0% PGR: 2.0% - 3.0% DCF (incl.NOL) (PGR) WACC: 19.0% - 21.0% PGR: 2.0% - 3.0% 52 - Week High / Low Analyst Price Target # of Analysts Providing Price Target: 2 For Reference Only $1.80 $2.20 $2.07 $2.50 $3.00 $3.40 $11.70 $3.25 Casago Headline Purchase Price: $5.02 Valuation 2 15

CONFIDENTIAL Source: Vista Management. Note: Market data as of 12/27/24. Based on projected balance sheet information as of 12/31/24 as provided by Vista Management. Assumes mid-year convention. Reflects Vista Management forecast as of 12/13/24. (1) Net of restructuring expenses and business combination costs as provided by Vista Management. (2)Assumes 26.1% tax rate, as provided by Vista Management. (3) Includes repayment of operating liabilities (i.e., financed insurance premiums and acquisition liabilities). (4)Includes changes in long-term assets, such as reduction in right-of-use assets and intangible assets, and other income. (5)Assumes WACC of ~20.0%. See Vista Illustrative WACC analysis in appendix for further details. (6)Reflects convertible notes of $39mm based on $30mm investment and MOIC of 1.3x, net of 2.5% fees paid. (7) Includes revolver. (8)Reflects sum of unrestricted cash and restricted cash, net of funds payable to owners and hospitality & sales tax payable. (9)Based on FDSO of ~23mm. Includes impact of dilutive securities such as options and RSUs, per Vista Management guidance for 12/31/24. Class G shares conversion assumes 5/31/25 transaction close date. (10)Based on 2029E Adj. EBITDA of $72mm and Net Revenue of $1,043mm. Illustrative Discounted Cash Flow Analysis Perpetual Growth Rate ($ in millions, except per share data) Projected Terminal 2024E 2025E 2026E 2027E 2028E 2029E Year Net Revenue $914 $835 $863 $930 $997 $1,043 $1,043 % Growth (8.7%) 3.3% 7.9% 7.2% 4.6% Adj. EBITDA (Pre-SBC)⁽¹⁾ ($22) ($2) $16 $42 $69 $72 $72 % Growth NA NA 167.5% 65.1% 3.7% % Margin NM 1.8% 4.5% 6.9% 6.9% (-) SBC (4) (8) (9) (11) (13) (13) Adj. EBITDA (Post-SBC)⁽¹⁾ ($6) $8 $32 $58 $58 $58 (-) D&A (11) (10) (10) (7) (6) (10) EBIT ($16) ($3) $22 $51 $53 $48 (-) Tax Expenses⁽²⁾ – – (6) (13) (14) (13) NOPAT ($16) ($3) $16 $37 $39 $36 (-) Capital Expenditures (7) (8) (9) (9) (10) (10) (-) Change in NWC & Other Operating Activities⁽³⁾ 1 16 (18) (27) (24) – (+) D&A 11 10 10 7 6 10 (+) Other Non-Cash Adjustments⁽⁴⁾ 5 5 5 4 4 4 Unlevered FCF ($8) $20 $5 $13 $14 $40 (x) Discount Factor⁽⁵⁾ 0.91 0.76 0.63 0.53 0.44 0.44 Discounted Cash Flow ($7) $16 $3 $7 $6 $17 Perpetual Growth Rate 2.0% 2.5% 3.0% WACC 19.0% 20.0% 21.0% 19.0% 20.0% 21.0% 19.0% 20.0% 21.0% PV of Cash Flows $25 $24 $24 $25 $24 $24 $25 $24 $24 PV of Terminal Value 109 99 90 113 102 93 117 106 96 TEV $134 $123 $114 $138 $127 $117 $142 $130 $120 (-) Convertible Notes⁽⁶⁾ (38) (38) (38) (38) (38) (38) (38) (38) (38) (-) Gross Debt⁽⁷⁾ (81) (81) (81) (81) (81) (81) (81) (81) (81) (+) Available Cash⁽⁸⁾ 47 47 47 47 47 47 47 47 47 Implied Equity Value (Excl. NOLs) $62 $51 $42 $66 $55 $45 $70 $58 $48 Implied Share Price (Excl. NOLs)⁽⁹⁾ $2.70 $2.24 $1.83 $2.86 $2.38 $1.96 $3.04 $2.54 $2.09 Premium / (Discount) to Current (29.2%) (41.3%) (51.9%) (24.8%) (37.5%) (48.6%) (20.2%) (33.4%) (45.1%) (+) PV of NOL 9 9 8 9 9 8 9 9 8 Implied Equity Value (Incl. NOLs) $71 $60 $50 $75 $63 $53 $79 $67 $56 Implied Share Price (Incl. NOLs)⁽⁹⁾ $3.10 $2.61 $2.19 $3.27 $2.76 $2.32 $3.45 $2.92 $2.45 Premium / (Discount) to Current (18.7%) (31.4%) (42.6%) (14.3%) (27.5%) (39.2%) (9.5%) (23.4%) (35.7%) Memo: Implied 2029E EBITDA Multiple (excl. NOL) (10) 3.6x 3.4x 3.3x 3.8x 3.6x 3.4x 3.9x 3.7x 3.5x Memo: Implied 2029E Revenue Multiple (excl. NOL) (10) 0.2x 0.2x 0.2x 0.3x 0.2x 0.2x 0.3x 0.3x 0.2x Key Assumptions: Valuation date of 12/31/24 Assumes 26.1% effective tax rate, as provided by Vista Management Valuation 2 16

CONFIDENTIAL NOL Valuation Source: Vista Management. Note: Reflects Vista Management forecast as of 12/13/24. (1) Taxable income assumes ~62% of Vista Holding estimate, as provided by Vista Management. (2)TRA payout assumes 85% of value of TRA NOLs utilized, based on 26.1% tax rate, as provided by Vista Management. (3)Assumes cost of equity of ~20.0%. See Vista Illustrative WACC analysis in appendix for further details. Key Assumptions: Valuation date of 12/31/24 Perpetual growth rate of 2.5% in post-forecast period (2030E – 2042E) Assumes 26.1% effective tax rate, as provided by Vista Management ($ in millions) Projected 2024E 2025E 2026E 2027E 2028E 2029E 2030E 2031E 2032E 2033E 2034E 2035E 2036E 2037E 2038E 2039E 2040E 2041E 2042E Pretax Income ($151) ($28) ($14) $12 $42 $46 $47 $48 $50 $51 $52 $53 $55 $56 $57 $59 $60 $62 $63 Taxable Income⁽¹⁾ (13) (20) (14) (2) 12 12 12 13 14 15 17 20 23 28 31 31 39 40 41 Pre-TCJA NOLs Beginning Balance $10 $10 $10 $10 $10 – – – – – – – – – – – – – – (-) Utilization – – – – (10) – – – – – – – – – – – – – – Ending Balance $10 $10 $10 $10 – – – – – – – – – – – – – – – Total Federal NOLs (excl. Pre-TCJA) Beginning Balance $212 $225 $245 $259 $261 $259 $249 $239 $228 $217 $205 $191 $175 $156 $134 $109 $84 $53 $21 (+) Additions 13 20 14 2 – – – – – – – – – – – – – – – (-) Utilization – – – – (2) (10) (10) (10) (11) (12) (13) (16) (19) (23) (24) (25) (31) (32) (21) Ending Balance $225 $245 $259 $261 $259 $249 $239 $228 $217 $205 $191 $175 $156 $134 $109 $84 $53 $21 – NOLs Utilized – – – – $12 $10 $10 $10 $11 $12 $13 $16 $19 $23 $24 $25 $31 $32 $21 (x) Tax Rate 26.1% 26.1% 26.1% 26.1% 26.1% 26.1% 26.1% 26.1% 26.1% 26.1% 26.1% 26.1% 26.1% 26.1% 26.1% 26.1% 26.1% 26.1% Value of NOLs – – – $3 $3 $3 $3 $3 $3 $4 $4 $5 $6 $6 $7 $8 $8 $5 TRA NOLs Utilized – – – – – – – – – – – – – 2 24 25 31 32 21 TRA Payout on NOL Usage⁽²⁾ – – – – – – – – – – – – – $1 $5 $6 $7 $7 $5 Value of NOLs to Vista – – – $3 $3 $3 $3 $3 $3 $4 $4 $5 $5 $1 $1 $1 $1 $1 (x) Discount Factor⁽³⁾ 0.91 0.76 0.63 0.53 0.44 0.37 0.31 0.25 0.21 0.18 0.15 0.12 0.10 0.09 0.07 0.06 0.05 0.04 PV of NOLs – – – $2 $1 $1 $1 $1 $1 $1 $1 $1 $1 $0 $0 $0 $0 $0 Perpetual Growth Rate 2.0% 2.5% 3.0% Cost of Equity 19.0% 20.0% 21.0% 19.0% 20.0% 21.0% 19.0% 20.0% 21.0% Sum of NOLs Utilized $267 $267 $267 $270 $270 $270 $270 $270 $270 Sum of PV of NOLs $9 $9 $8 $9 $9 $8 $9 $9 $8 Valuation 2 17

CONFIDENTIAL Appendix 18

CONFIDENTIAL Vista Illustrative WACC Analysis Source: Company filings, Bloomberg, Capital IQ, U.S. Treasury. Note: Market data as of 12/27/24. Assumes Vista has no debt in long-term steady state. (1) 20-year U.S. Treasury rate. (2)Historical supply-side equity risk premium (historical equity risk premium minus price-to-earnings ratio calculated using three-year average earnings). (3)CRSP 10y decile size premium. (4)Calculated as risk-free rate + beta-adjusted equity risk premium + size premium. (5)Reflects historical beta for Vista since going public in December 2021. Unlevered Beta Calculation Company Tax Rate Levered Beta Debt Equity Value Current Debt / Equity Unlevered Beta Vista 26.1% 1.45 ⁽⁵⁾ – $88 – 1.45 Cost of Equity Calculation Risk Free Rate⁽¹⁾ 4.89% Equity Risk Premium⁽²⁾ 6.22% Levered Beta 1.447 Beta-Adj. Premium 9.00% Size Premium⁽³⁾ 6.22% Country Risk Premium – Cost of Equity⁽⁴⁾ 20.11% Levered Beta Calculation Unlevered Beta⁽⁵⁾ 1.447 Debt / Equity - Levered Beta 1.447 WACC Calculation Cost of Equity 20.11% WACC 20.11% ($ in millions)19

CONFIDENTIAL Illustrative Analysis at Various Prices ($ in millions, except per share data) Analysis at Various Prices Premium to Current (%) – 5% 18% 32% 44% Share Price ($) $3.81 $4.00 $4.50 $5.02 $5.50 % Premium / (Discount) to: Metric: 52-Week High $11.70 (67%) (66%) (62%) (57%) (53%) 52-Week Low $2.07 84% 93% 117% 143% 166% 30-Day VWAP $3.92 (3%) 2% 15% 28% 40% 60-Day VWAP $3.41 12% 17% 32% 47% 61% 90-Day VWAP $3.14 21% 27% 43% 60% 75% (x) FDSO⁽¹⁾ 23 23 23 23 23 Implied Equity Value $88 $92 $103 $115 $126 (+) Convertible Notes⁽²⁾ 38 38 38 38 38 (+) Gross Debt⁽³⁾ 81 81 81 81 81 (-) Available Cash⁽⁴⁾ (47) (47) (47) (47) (47) Implied TEV $160 $164 $175 $187 $198 TEV / Revenue Multiples 2024E $914 ⁽⁵⁾ 0.17x 0.18x 0.19x 0.21x 0.22x 2025E $835 ⁽⁵⁾ 0.19x 0.20x 0.21x 0.22x 0.24x Source: Company filings, Vista Management, Capital IQ. Note: Market data as of 12/27/24. Based on projected balance sheet information as of 12/31/24 as provided by Vista Management. (1) Based on FDSO of ~23mm. Includes impact of dilutive securities such as options and RSUs, per Vista Management guidance for 12/31/24. Class G shares conversion assumes 5/31/25 transaction close date. (2)Reflects convertible notes of $38.25mm based on $30mm investment and MOIC of 1.3x, net of 2.5% fees paid. (3) Includes revolver. (4)Reflects sum of unrestricted cash and restricted cash, net of funds payable to owners and hospitality & sales tax payable. (5)Reflects Vista Management forecast as of 12/13/24. Casago Headline Purchase Price For Reference Only20

CONFIDENTIALBroker Date Price Target Prem. / (Disc.) to Current Buy / Hold / Sell Valuation Methodology 11/15/24 N/A NA Hold N/A 11/12/24 $2.50 (34.4%) Hold TEV / ‘25E EBITDA: 2.0x 11/11/24 N/A NA Hold N/A 11/11/24 $3.25 (14.7%) Buy N/A 11/11/24 N/A NA Hold N/A Median $2.88 (24.5%) Share Price as of 12/27/24 $3.81 Vista Broker Research Perspectives Source: Wall Street research, Capital IQ. Note: Market data as of 12/27/24. For Reference Only21

CONFIDENTIAL Vista Broker Financial Forecast Source: Wall Street research, Vista Management. Note: Reflects Vista Management forecast as of 12/13/24. (1) Net of restructuring expenses and business combination costs as provided by Vista Management. Net Revenue Broker Report Date 2024E 2025E 2026E 11/15/24 $927 $860 N/A 11/12/24 920 885 N/A 11/11/24 920 800 824 11/11/24 903 770 769 11/11/24 922 937 1,001 Median $920 $860 $824 Management Forecast $914 $835 $863 Adjusted EBITDA Broker Report Date 2024E 2025E 2026E 11/15/24 ($6) $3 N/A 11/12/24 (9) 29 N/A 11/11/24 (11) (3) 2 11/11/24 (10) (0) 10 11/11/24 (5) 55 70 Median ($9) $3 $10 Management Forecast⁽¹⁾ ($22) ($2) $16 ($ in millions) For Reference Only22

CONFIDENTIAL These materials were prepared by PJT Partners LP (“PJT Partners”, “we” or “us”) solely for the information and assistance of the Special Committee (“Special Committee”) of Vista (the “Company”) in order to assist the Special Committee in connection with its consideration of the matters referred to herein. These materials are incomplete without reference to, and should be viewed solely in conjunction with, any oral information provided by PJT Partners in connection with these materials. These materials and any oral information provided by PJT Partners in connection with these materials (collectively, the “Confidential Information”), as well as any information derived from the Confidential Information, may not be communicated, reproduced, disclosed (in whole or in part) to, or relied upon by, any other person, referred to, or used for any purpose, other than with PJT Partners’ prior written consent. 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Exhibit (d)(vi)

INTERIM INVESTORS AGREEMENT

This Interim Investors Agreement (this “Agreement”) is made as of December 30, 2024 by and among Casago Global, LLC, a Delaware limited liability company (the “Lead Investor”), Casago Holdings, LLC, a Delaware limited liability company (“Parent”), SLP V Venice Feeder I, L.P., a Delaware limited partnership (“SLP Feeder”), SLP Venice Holdings L.P., a Delaware limited partnership (together with SLP Feeder, “Silver Lake”), RW Vacasa AIV L.P., a Delaware limited partnership (“RW Vacasa”), RW Industrious Blocker L.P., a Delaware limited partnership (“RW Industrious”), Riverwood Capital Partners II (Parallel - B) L.P., an Ontario limited partnership (“RCP II”), RCP III Vacasa AIV L.P., a Delaware limited partnership (“RCP III Vacasa”), RCP III Blocker Feeder L.P., a Delaware limited partnership (“RCP III Blocker”), Riverwood Capital Partners III (Parallel - B) L.P., a Cayman Islands exempted limited partnership (“RCP III”), RCP III (A) Blocker Feeder L.P., a Delaware limited partnership (“RCP III (A) Blocker”), RCP III (A) Vacasa AIV L.P., a Delaware limited partnership (together with RW Vacasa, RW Industrious, RCP II, RCP III Vacasa, RCP III Blocker, RCP III and RCP III (A) Blocker “Riverwood”), Level Equity Opportunities Fund 2015, L.P., a Delaware limited partnership (“LEOF 2015”), Level Equity Opportunities Fund 2018, L.P., a Delaware limited partnership (“LEOF 2018”), LEGP II AIV(B), L.P., a Delaware limited partnership (“LEGP AIV”), LEGP I VCS, LLC, a Delaware limited liability company (“LEGP I”), LEGP II VCS, LLC, a Delaware limited liability company (“LEGP II”), Level Equity-VCS Investors, LLC, a Delaware limited liability company (together with LEOF 2015, LEOF 2018, LEGP AIV, LEGP I and LEGP II, “Level”, and Level, together with Silver Lake and Riverwood, each a “Rollover Stockholder” and collectively the “Rollover Stockholders”), Roofstock, Inc., a Delaware corporation (“Roofstock”), TRT Investors 37, LLC, a Texas limited liability company (“TRT”), MHRE STR II, LLC, a Delaware limited liability company (“Miramar” and, together with Roofstock and TRT, each an “Outside Investor” and collectively the “Outside Investors” and the Outside Investors, together with the Rollover Stockholders, each a “Co-Investor” and collectively the “Co-Investors” and the Co-Investors, together with the Lead Investor, the “Investors”).

RECITALS

On the date of this Agreement (the “Signing Date”) and prior to the execution of this Agreement, Parent, Vista Merger Sub II Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Company Merger Sub”), Vista Merger Sub LLC, a Delaware limited liability company and wholly owned subsidiary of Parent (“LLC Merger Sub” and together with Company Merger Sub, the “Merger Subs”), Vacasa, Inc., a Delaware corporation (the “Company”) and Vacasa Holdings LLC, a Delaware limited liability company (“Company LLC”), entered into an Agreement and Plan of Merger (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”) pursuant to which (a) LLC Merger Sub shall merge with and into Company LLC (the “LLC Merger”), with Company LLC surviving the LLC Merger, and (b) immediately following the LLC Merger, Company Merger Sub shall merge with and into the Company (the “Company Merger”, and collectively with the LLC Merger, the “Mergers”), with the Company surviving the Company Merger, in each case, upon the terms and subject to the conditions set forth therein (the “Transaction”).

The Outside Investors have each entered into an Equity Commitment Letter (the “Equity Commitment Letter”) in favor of Parent, pursuant to which the applicable Outside Investor has agreed, subject to the terms and conditions set forth therein, to make an equity investment indirectly in Parent (its “Equity Commitment”) at the closing of the Transaction (the “Closing”).

The Outside Investors and the Lead Investor have each entered into a Limited Guarantee (the “Limited Guarantee”) pursuant to which each Outside Investor and the Lead Investor have agreed, subject to the terms and conditions set forth therein, to guarantee certain obligations of Parent and Merger Subs in connection with the Merger Agreement.

The Rollover Stockholders have each entered into a Support Agreement (each, a “Support Agreement”) with Parent and the Company, pursuant to which each of the Rollover Stockholders has agreed, among other things and subject to the terms and conditions set forth therein, to contribute the Rollover Equity held by such Rollover Stockholders to Parent (its “Rollover Commitment”) in connection with the consummation of the Mergers.

The Investors wish to agree to certain terms and conditions that will govern the actions of Parent and the relationship among the Investors with respect to the Merger Agreement, the Equity Commitment Letter, the Limited Guarantee, the Support Agreements, the LLCA (as defined below) or any agreement reasonably required in connection with the Transaction (collectively, the “Transaction Documents”).

AGREEMENT

Therefore, the parties hereto hereby agree as follows:

1.	EFFECTIVENESS; DEFINITIONS.

1.1 Effectiveness. This Agreement shall become effective on the date of this Agreement and shall terminate (except with respect to this Section 1.1, Section 1.2, Section 2.2 (solely in the case of a termination pursuant to clause (a) below), Section 2.4, Section 2.5, Section 2.9, Section 2.10 (solely in the case of a termination pursuant to clause (b) below), Section 2.14 and Section 3 (including any liability for fees, expenses and payments under Section 2.4, Section 2.5, Section 2.9, Section 2.10 and Section 2.14) which shall survive the termination of this Agreement) upon the earlier of (a) the Closing and (b) the termination of the Merger Agreement in accordance with its terms.

1.2 Definitions; Construction. Certain terms are used in this Agreement as specifically defined herein. Capitalized terms used, but not defined, herein shall have the meanings given to them in the Merger Agreement. As used in this Agreement, the words “include” and “including,” and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation.” The word “person” means an individual, corporation, partnership, limited liability company, joint venture, association, trust, Governmental Authority, unincorporated organization or other entity. The section headings of this Agreement are included for reference purposes only and shall not affect the construction or interpretation of any of the provisions of this Agreement. For all purposes of this Agreement, execution of definitive documentation or similar binding actions, inactions or decisions of the Lead Investor shall require approval of the Lead Investor. For all purposes of this Agreement to the extent a controlled Affiliate of any Investor is going to be a party to any agreement or arrangement contemplated by this Agreement, the reference to Investor shall be deemed to also refer to any such controlled Affiliate as the context requires and the Investor agrees to cause its controlled Affiliate to take any action required hereunder in such context.

2.	AGREEMENTS AMONG THE INVESTORS.

2.1 Actions of the Lead Investor and Parent.

(a) Subject to Section 2.1(b), the Investors hereby agree that the Lead Investor shall have the sole authority to take any action or refrain from taking any action in connection with the Transaction, the Merger Agreement and the transactions contemplated thereby, including (i) amending or waiving any term of the Merger Agreement, (ii) determining whether or not the conditions to closing specified in the Merger Agreement have been satisfied, (iii) terminating the Merger Agreement, or (iv) instituting, controlling, directing and settling any suit, claim or proceeding arising in connection with the Transaction, the Merger Agreement or any proxy or disclosures relating thereto, in each case, solely on behalf of Parent, the Merger Subs or any of their respective Subsidiaries pursuant to the rights set forth in the Merger Agreement or otherwise in connection with the Transaction, and except for the exercise of such rights set forth in the Merger Agreement, on behalf of Parent, the Merger Subs or any of their respective Subsidiaries, the Lead Investor shall not initiate or settle any litigation on behalf of Parent, the Merger Subs or any of their respective Subsidiaries in a manner that would be materially and disproportionately detrimental to any Investor’s interests or reputation relative to other Investors, in each case in their capacities as such without the consent of such Investor.

(b) Notwithstanding the foregoing, in no event shall Parent (nor shall the Lead Investor acting through Parent) (i) increase the Merger Consideration, change the form of consideration being offered to holders of Company Stock and holders of Company LLC Units under the Merger Agreement or extend the Outside Date, in each case without such change being approved in writing by each of the Investors or (ii) agree to any amendment, modification, supplement or waiver of the Merger Agreement, including any provision relating to the Parent Termination Fee, that would be materially adverse to an Investor (or group of Investors) without such instrument being approved in writing by such Investor (or group of Investors); provided, that notwithstanding the foregoing, if any Investor refuses to approve an amendment or waiver pursuant to clause (ii) above, then prior to making such modification, amendment or waiver the Lead Investor shall fully and unconditionally release such Investor (a “Non-Consenting Investor”) in writing (whether by one or more of the Lead Investor or another Person electing to execute an Equity Commitment Letter, Limited Guarantee and/or Support Agreement to replace those previously executed by the Non-Consenting Investor or acknowledging in writing to the Non-Consenting Investor that the previously executed Equity Commitment Letters, Limited Guarantees and/or Support Agreements are sufficient to cover such released amounts), effective immediately, from each of its liabilities and obligations under (1) this Agreement (other than its liabilities and obligations with respect to breaches of this Agreement prior to the time of such release) without any further action by any party hereto and (2) its Equity Commitment Letter, Limited Guarantee and/or Support Agreement, as applicable, without any further action by any party hereto, and in such case, such Non-Consenting Investor’s approval for such amendment or waiver shall not be required; provided further, that notwithstanding anything to the contrary herein or in the Equity Commitment Letters, Limited Guarantees and/or Support Agreements, if any obligations under this Agreement, a Non‑Consenting Investor’s Equity Commitment Letter, Limited Guarantee and/or Support Agreement are terminated in accordance with this Section 2.1(b), solely to the extent such Non-Consenting Investor’s Equity Commitment Letter, Limited Guarantee and/or Support Agreement are otherwise permitted to terminate in accordance with the terms thereof, each other Investor shall be deemed to have consented to such termination and each Investor’s obligations under this Agreement, its Equity Commitment Letter, Limited Guarantee and/or Support Agreement, as applicable, shall remain in place in accordance with the terms thereof (other than, for the avoidance of doubt, the Equity Commitment Letter, Limited Guarantee and/or Support Agreement, as applicable, of the Non-Consenting Investor).

(c) The Lead Investor shall, and shall direct its Representatives to, provide the other Investors reasonable updates related to the Closing, including the anticipated date of Closing and funding with such advance notice as is reasonably practicable, and promptly respond to other reasonable requests for information. The Lead Investor shall provide the other Investors with prior written notice of any waiver by Parent of any agreement in the Merger Agreement or any amendment to the Merger Agreement.

2.2 Equity Agreements. The Investors agree to negotiate in good faith with each other to enter into, substantially concurrently with the Closing, a definitive limited liability company agreement of Parent (the “LLCA”) containing the rights and obligations set forth in the Equity and Governance Term Sheet attached hereto as Exhibit A (the “Equity Term Sheet”), and such other provisions not addressed in the Equity Term Sheet as are customary for transactions of this type or as otherwise mutually agreed between the Lead Investor and the Co-Investors. If for any reason the Investors have not entered into the LLCA at or prior to the Closing, the Investors agree (i) that the operation of Parent and its subsidiaries (including the Company) shall be in accordance with the Equity Term Sheet (including the issuance of the equity securities in the amount and type as set forth therein) until such time as the LLCA shall be in effect and (ii) to continue to negotiate in good faith with each other to enter into the LLCA and seek to have such agreement executed as soon as reasonably practicable thereafter. Upon the execution of the LLCA by each Investor and delivery of the LLCA to each Investor, this Section 2.2 shall cease to have any force or effect.

2.3 Equity Commitments; Rollover Commitments.

(a) Each Investor (other than the Lead Investor) hereby affirms and agrees that: (i) it is bound by its Equity Commitment or Rollover Commitment, as applicable, and the provisions set forth in its Equity Commitment Letter or Support Agreement in accordance with the terms hereof and thereof and that the Lead Investor shall be entitled to enforce or cause Parent to enforce the provisions of such Equity Commitment Letter or Support Agreement in accordance with this Agreement and the terms of such Equity Commitment Letter or Support Agreement but only if either (1) the conditions to funding under such Equity Commitment Letter or Support Agreement (other than any condition resulting from a failure of such Investor to fund its Equity Commitment or consummate the contribution contemplated by the Support Agreement when required) are satisfied or have been waived by the applicable Investor or (2) the Company is permitted to enforce the provisions of the Equity Commitment Letter under the specific circumstances and as specifically set forth therein and in Section 9.6(b) of the Merger Agreement and does in fact so enforce, or cause Parent to enforce such provisions; and (ii) it shall not be permitted to terminate or amend any Equity Commitment, Rollover Commitment, Equity Commitment Letter or Support Agreement without the prior written consent of each of the other Investors (except with respect to a Non-Consenting Investor pursuant to Section 2.1 or a Failing Investor pursuant to Section 2.9). The amount and pro rata percentage of the Equity Commitment or Rollover Commitment, as applicable, of each Investor is set forth on Schedule 1 attached hereto (with each Investor’s Equity Commitment or Rollover Commitment amount being referred to herein as its “Commitment Amount”). At the Closing, each Investor will be issued equity securities of Parent as contemplated by the Equity Term Sheet.

(b) In the event that any Outside Investor funds its Equity Commitment as contemplated by this Section 2.3 and such Outside Investor’s Equity Commitment Letter, and (i) the Closing does not occur following such funding because the Merger Agreement is terminated, Parent shall, and the Lead Investor shall cause Parent to, promptly (but in any event within three (3) Business Days after such termination) return all amounts so funded in respect of such Outside Investor’s Equity Commitment to such Outside Investor, (ii) the Closing has not occurred within ten (10) Business Days following the date of such funding then the Lead Investor shall cause Parent to, promptly (but in any event within one (1) Business Day after the expiration of such period) return all amounts so funded in respect of such Outside Investor’s Equity Commitment to such Outside Investor, or (iii) any amounts funded by the Lead Investor are at any time returned to the Lead Investor, then the Lead Investor shall and shall cause Parent to, at the same time as any of the funded Equity Commitment of the Lead Investor is returned to the Lead Investor, return all amounts so funded in respect of such Outside Investor’s Equity Commitment to such Outside Investor; provided, however, that a return of the funded Equity Commitment pursuant to (ii) or (iii) shall not relieve such Outside Investor of its obligation to fund its Equity Commitment pursuant to the terms of this Agreement and such Outside Investor’s Equity Commitment Letter so long as the Merger Agreement has not validly terminated in accordance with its terms and if, following the return of such funded Equity Commitment, the Lead Investor, in its reasonable discretion, determines that the Closing will occur, the Lead Investor may require such Outside Investor to fund its Equity Commitment again pursuant to the terms of this Agreement and such Outside Investor’s Equity Commitment Letter.

2.4 Company Termination Fee. In the event that the Merger Agreement is terminated and the Company owes the Company Termination Fee or any damages, awards or settlement payments, any expense reimbursement or other payments in connection with the termination of the Merger Agreement to Parent (the “Company Termination Payments”), then the Company Termination Payments shall be paid to Parent and Parent will use such funds to (a) first, pay the reasonable, documented and out-of-pocket fees, expenses and disbursements of attorneys, accountants, consultants and other advisors that may have been retained by Parent in connection with the Transaction (“Consortium Costs”) and (b) second, reimburse the Lead Investor and each of the Outside Investors for such Person’s reasonable, documented and out-of-pocket fees, expenses and disbursements of attorneys, accountants, consultants and other advisors that may have been retained by such Person in connection with the Transaction (“Investor Costs” and together with Consortium Costs, “Deal Costs”) (provided, that if the Company Termination Payments are greater than the Deal Costs, then Parent shall pay such excess amount to the Lead Investor and the Outside Investors in accordance with such Person’s Pro Rate Share as set forth on Schedule 2; provided, further, that if the amount of the Company Termination Payments remaining following payment of the Consortium Costs is less than the Investor Costs, then the remaining amount of the Company Termination Payments shall be distributed to the Lead Investor and the Outside Investors in accordance with such Person’s Pro Rata Share as set forth on Schedule 2).

2.5 Expenses. In the event (a) the Mergers are consummated or (b) the Merger Agreement is terminated and no Company Termination Fee is payable to Parent, (i) the Lead Investor and each Outside Investor will be responsible for their respective Pro Rata Share as set forth on Schedule 2 of the Consortium Costs, (ii) the Lead Investor and each Outside Investor will be responsible for its own Investor Costs and (iii) each Rollover Stockholder will be responsible for its own documented and out-of-pocket fees, expenses and disbursements of attorneys, accountants, consultants and other advisors that may have been retained by such Person in connection with the Transaction. In the event that the Mergers are consummated and the Equity Commitment under any Failing Investor’s Equity Commitment Letter are assigned to another Outside Investor (that is not a Failing Investor) and/or one or more third parties, such Failing Investor shall be required to pay 100% of the Deal Costs.

2.6 Representations and Warranties.

(a) Each Investor hereby severally (and not jointly) represents and warrants to the other Investors on the date hereof and as of the Closing that (i) none of the information in respect of such Investor supplied in writing by such Investor specifically for inclusion or incorporation by reference in any filings contemplated by the Merger Agreement contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, (ii) subject to the receipt of all authorizations, consents, approvals and waivers contemplated under the Merger Agreement and satisfaction of the conditions set forth in Section 7.1 of the Merger Agreement, such Investor has obtained, or prior to the Closing shall obtain, all authorizations, consents, approvals and waivers (including, but not limited to, waivers of any actual or potential conflicts of interest) that are known as of the date hereof to be required to be obtained from any third party, Governmental Authority or Affiliate in connection with such Investor’s participation in the Transaction in accordance with its organizational and governing documents and applicable Law, (iii) it has not entered into any agreement, arrangement or understanding with any other potential investor, acquiror or group of potential investors or acquirors of the Company with respect to the subject matter of this Agreement and the Merger Agreement, (iv) such Investor is validly existing and in good standing under the laws of the jurisdiction of its formation and has the requisite power and authority to execute and deliver this Agreement and, to the extent they are a party thereto, the Transaction Documents, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, and (v) this Agreement and the Transaction Documents to which such Investor is a party have been duly and validly executed and delivered by such Investor and, assuming due authorization, execution and delivery by the other parties thereto, constitute legal, valid and binding obligations of such Investor, enforceable against such Investor in accordance with their terms.

(b) Each Lead Investor and Outside Investor hereby severally (and not jointly) further represents and warrants to the other Investors that, except as set forth in Schedule 2.6(b) hereto, as of the date hereof, neither such Lead Investor or Outside Investor nor any of its controlled Affiliates owns beneficially or of record any capital shares of the Company. Until the termination of this Agreement in accordance with Section 1 hereof, except as expressly contemplated by this Agreement or in such Lead Investor’s or Outside Investor’s capacity or their Affiliates’ capacity as passive investors in funds or vehicles managed by a third party that is not an Affiliate of such Investor (excluding any managed account or circumstance in which such Lead Investor or Outside Investor or any of its Affiliates exercise any discretion, whether directly or indirectly, with respect to investment decisions), each Lead Investor and Outside Investor agrees that it will not, and will cause its controlled Affiliates not to, acquire or sell beneficially or of record any (or any additional) capital shares of the Company. For purposes of this Section 2.6(b), “beneficial ownership” shall mean any Person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares voting power (which includes the power to vote, or to direct the voting of) with respect to capital shares of the Company and/or investment power (which includes the power to dispose, or to direct the disposition of) with respect to capital shares of the Company.

(c) Parent hereby represents to the Investors that, as of the date of this Agreement, the Lead Investor owns all of the outstanding equity interests of Parent, and no Person has rights to acquire any equity interests in Parent other than as contemplated by the Equity Term Sheet.

2.7 Regulatory Efforts. Upon reasonable request from Parent or the Lead Investor, as applicable, each Investor shall reasonably cooperate and work in good faith to supply and provide all information (which information shall be accurate and complete in all material respects) required in connection with any filings or notifications made to or with any Governmental Authority in connection with the Transaction, the Merger Agreement and any related agreements.

2.8 Notice of Closing; Funding. Parent and Merger Subs shall and the Lead Investor shall cause Parent and Merger Subs to provide each Investor with at least fifteen (15) Business Days’ prior notice of the anticipated Closing Date (such notice, the “Closing Notice”). Within five (5) Business Days following the delivery of the Closing Notice, each Outside Investor shall provide, in a form reasonably satisfactory to the Lead Investor, written confirmation that such Outside Investor, in good faith, expects it will be able to fund its Equity Commitment in accordance with the Equity Commitment Letter on the Closing Date (such confirmation, “Evidence of Funding”). Upon the delivery of Evidence of Funding by an Outside Investor to the Lead Investor, if the Lead Investor and a majority of the Outside Investors determine in good faith that such Outside Investor does not have sufficient funds to be able to contribute its Equity Commitment in accordance with the Equity Commitment Letter on the Closing Date, such Outside Investor shall be deemed a Failing Investor (as defined below).

2.9 Failing Investor. If the Lead Investor is prepared to cause Parent and the Merger Subs to consummate the Transaction but (i) one or more of the Outside Investors fails to fund its Equity Commitment at the Closing when required under the Merger Agreement and its applicable Equity Commitment Letter or (ii) one or more Outside Investors otherwise materially breaches any of its obligations under its Equity Commitment Letter or this Agreement and the Merger is not consummated when required as a result of such breach, or (iii) one or more Outside Investors is deemed a Failing Investor pursuant to Section 2.8 (any such failure in the foregoing clause (i), material breach in the foregoing clause (ii), or determination described in clause (iii), a “Breach” and in the event that an Outside Investor commits a Breach, such Outside Investor is referred to herein as a “Failing Investor”; provided, no Investor shall be deemed a Failing Investor under the foregoing clause (i) or clause (iii) of this Section 2.9 by virtue of the fact that such Investor has validly assigned its obligations under its Equity Commitment Letter to a valid assignee of such Investor’s Equity Commitment Letter in accordance with the provisions of Section 3.10; provided, further, in no event shall a Non-Consenting Investor be deemed a Failing Investor), then the Lead Investor shall have the right (but not the obligation) to terminate such Failing Investor’s participation in the Transaction and such Failing Investor’s Equity Commitment Letter by (1) assigning the Failing Investor’s participation rights to another Outside Investor (that is not a Failing Investor) and/or one or more third parties, in each such case, subject to the consent of such assignee, and, in connection with the completion of such assignment, the Failing Investor and the other Outside Investors shall cooperate (and direct their respective Representatives to cooperate in good faith) in such reasonable arrangements to permit Parent and such other Outside Investors to proceed with the Transaction and to terminate any liability or obligation of the Failing Investor under this Agreement (other than, subject to Section 3.3, as specifically set forth in this Section 2.9, and Sections 2.10 (unless, and solely to the extent, the Failing Investor’s entire participation rights have been assigned by the Lead Investor), 2.5, 3.6, and 3.7, and with respect to any breaches of this Agreement by the Failing Investor prior to the date of the effectiveness of such termination); provided, that any assignee of the Failing Investor’s participation rights pursuant to this sentence shall assume (in a written agreement with the Failing Investor that is reasonably acceptable to the Requisite Investors) the Failing Investor’s obligations under its Limited Guarantee, its Equity Commitment Letter and (except as provided in this sentence) this Agreement and/or (2) with the prior written consent of the Company to the extent necessary, terminating all of the Failing Investor’s liabilities and obligations under its Limited Guarantee, its Equity Commitment Letter and this Agreement (other than, subject to Section 3.3, as specifically set forth in this Section 2.9 and Sections 2.5, 2.10, 3.6, 3.7, and with respect to any breaches of this Agreement by the Failing Investor prior to the date of the effectiveness of such termination). Except as expressly set forth in this Section 2.9, all Outside Investors (excluding the Failing Investor) shall remain bound by this Agreement.

2.10 Parent Termination Fee. In the event that the Merger Agreement is terminated and Parent owes the Parent Termination Fee or any damages, awards or settlement payments, any expense reimbursement or other payments in connection with the termination of the Merger Agreement to the Company (the “Parent Termination Payments”), then the Parent Termination Payments shall be paid, pursuant to (and without duplication of) the Limited Guarantee, by the Lead Investor and the Outside Investors to the Company when due in proportion to their respective Pro Rata Share as set forth on Schedule 2; provided, that if there is a Failing Investor and the actions taken (or failed to be taken) by the Failing Investor are, individually or in the aggregate, the primary reason for the Parent Termination Fee becoming payable, then (a) the Parent Termination Fee payable to the Company, (b) any Consortium Costs, and (c) the Investor Costs (other than such Investor Costs related to any Failing Investor), in each case, shall be paid 100% by the Failing Investor on a joint and several basis. The Rollover Investors shall have no responsibility for or obligations to pay the Parent Termination Payments.

2.11 Roofstock Agreement. The Lead Investor and Roofstock agree to negotiate in good faith with each other to enter into a purchase agreement by and between the Lead Investor and Roofstock (the “Roofstock Agreement”) and such other documentation reasonably required to give effect to the rights and obligations set forth in the Roofstock Term Sheet attached hereto as Exhibit B (the “Roofstock Term Sheet”), and such other provisions mutually agreed between the Lead Investor and Roofstock.

2.12 Market Sales

(a) From the date of this Agreement until the earlier of the Closing Date and the termination of the Merger Agreement in accordance with its terms, Parent shall not enter into any letter of intent or sale agreement with any counterparty regarding the sale of all or a portion of the Company’s assets in any market (as applicable, a “Sale Agreement”) without first obtaining the prior written consent of a majority of those Investors that shall receive the right to appoint a director to the board of directors of Parent as contemplated in the Equity Term Sheet; provided that such Investor’s right to vote to consent to such Sale Agreement shall be directly proportional to the number of seats on the board of directors of Parent such Investor shall receive as set forth in the Equity Term Sheet. For purposes of this Section 2.12, as set forth in the Equity Term Sheet, there shall be a total of seven votes, (i) one vote held by Miramar, (ii) one vote held by TRT, (iii) one vote held by Riverwood, (iv) one vote held by Silver Lake, (v) two votes held by the Lead Investor and (vi) one vote held by Roofstock.

(b) Upon agreement between Parent and any proposed counterparty to a Sale Agreement of substantially all of the material terms of such Sale Agreement, Parent shall notify each Investor and provide such Investor with a copy of the draft Sale Agreement (such notice, a “Sale Agreement Notice”) and summaries of material terms of any other agreements to be executed in connection with each Sale Agreement for purposes of soliciting each Investor’s consent as required by this Section 2.12. Following delivery of the Sale Agreement Notice, the Investors will negotiate in good faith and promptly evaluate the transaction contemplated by such Sale Agreement Notice.

2.13 Interim Actions. Prior to the Closing, Parent shall, and shall cause its Subsidiaries, (a) to conduct operations in the ordinary course of business, (b) not to incur, nor enter into any agreement to incur, any indebtedness, and (c) not to issue, nor enter into any agreement to issue, any equity securities in Parent, in each case except as provided for in this Agreement, the Merger Agreement or the Equity Term Sheet.

2.14 Patriot Loan. Prior to the Closing, Parent may incur, or has incurred as of the date hereof, indebtedness (the “Company Indebtedness”) for purposes of paying (a) legal fees and expenses, (b) fees and salaries payable to consultants and employees needed for the transactions contemplated by the Merger Agreement, (c) marketing and call center expenses, (d) travel expenses, and (e) such other expenses as PFH Op Co, LLC chooses, in its sole discretion (collectively, the “Set-up Expenses”); provided that (x) any and all such Set-up Expenses must be operating expenses incurred by or on behalf Parent in the ordinary course, (y) in no event shall any third party transaction fee, cost or expense incurred by on behalf of an Investor in connection with, or arising out of, the Transaction or the Transaction Documents, be deemed to be or constitute a Set-up Expense (unless such costs are incurred by Lead Investor in connection with integration planning purposes) and (z) any Company Indebtedness incurred by or on behalf of Parent must be interest free and without prepayment penalties and otherwise have terms at least as favorable to Parent as arms-length terms. Except as contemplated by the terms of any Company Indebtedness, Parent shall repay all amounts outstanding in connection with the preceding sentence within 30 days following the Closing; provided that no such repaid amounts shall be in excess of $1,000,000, in the aggregate.

2.15 Exclusivity. Each Investor agrees that, at any time prior to the receipt of the Company Stockholder Approval, it shall not knowingly become affiliated with, enter into discussions with, or make an equity investment with, any other Person making an Acquisition Proposal under the Merger Agreement with respect to such Acquisition Proposal unless and until the Special Committee determines, in accordance with Section 6.2 of the Merger Agreement, that any such action by such Investor is necessary and appropriate and so instructs such Investor in writing; provided that this Section 2.15 shall not apply to (and the following actions shall not be restricted by this Section 2.15) (a) any funding of capital commitments or funding obligations into private equity, venture capital, hedge or other similar investment funds that are not controlled by such Investor, or (b) any investment or acquisition made by a Person in which such Investor holds only a limited partnership or other passive non-voting investment, but for the avoidance of doubt, clauses (a) and (b) shall not include any discretionary co-investments by such Investor or accounts managed or controlled by such Investor. Nothing in this Section 2.15 shall be deemed to prevent the Special Committee from determining that an Acquisition Proposal either constitutes or is reasonably likely to lead to a Superior Proposal or that such Acquisition Proposal is reasonably likely to be consummated in accordance with its terms.

2.16 Side Agreements. Neither Parent, any of the Investors nor any of their respective Affiliates shall enter into any side agreements with any party to this Agreement or their Affiliates relating to the Transaction, operations of Parent or the equity of Parent following the Closing.

2.17 Proxy Statement; Schedule 13e-3 and Schedules 13D and 13G.

(a) Each Investor shall use reasonable best efforts to promptly provide information reasonably requested by the Company or Lead Investor in connection with the preparation of the Proxy Statement or Information Statement, as applicable, or Schedule 13e-3. The information supplied by each Co‑Investor for inclusion or incorporation by reference in the Proxy Statement or Information Statement, as applicable, or the Schedule 13e-3 will not, at the time that such information is provided, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Promptly after the execution and delivery of this Agreement, the Lead Investor and each Co-Investor shall cooperate with each other to prepare and file with the SEC any required disclosure statements on Schedule 13D or Schedule 13G or any amendments or supplements thereto, as applicable (such disclosure statements, including any amendments or supplements thereto, the “Schedule 13D/G Filings”) relating to the Merger Agreement, the Support Agreement (if applicable) signed by such Co-Investor and the transactions contemplated hereby and thereby (including the Mergers). The Lead Investor shall (i) provide (or cause to be provided) each Co‑Investor and its counsel a reasonable opportunity to review drafts of the Proxy Statement or Information Statement, as applicable, and Schedule 13e-3 prior to filing the Proxy Statement or Information Statement, as applicable, and Schedule 13e-3 with the SEC and (ii) consider in good faith all comments thereto reasonably proposed by such Investor or its counsel. The Lead Investor and each Co-Investor shall (A) provide each other and their respective counsels a reasonable opportunity to review drafts of all Schedule 13D/G Filings prior to filing any Schedule 13D/G Filing with respect to the Company with the SEC and (B) consider in good faith all comments thereto reasonably proposed by the other parties, their respective counsels and their respective Representatives.

(b) Each Investor shall use reasonable best efforts to furnish all information concerning such Investor and its Affiliates, if applicable, to the other parties that is reasonably necessary for the preparation and filing of the Proxy Statement or Information Statement, as applicable, the Schedule 13e-3 and all such required Schedule 13D/G Filings, and provide each such other party assistance, as may be reasonably requested by such other party to be included therein and will otherwise reasonably assist and shall use reasonable best efforts to cooperate with each other party, as applicable, in the preparation, filing and distribution of the Proxy Statement or Information Statement, as applicable, the Schedule 13e-3 and all Schedule 13D/G Filings and the resolution of any comments to either received from the SEC.

3.	MISCELLANEOUS.

3.1 Amendment. This Agreement may be amended or modified, and the provisions hereof may be waived, only by an agreement in writing signed by the Investors (other than any Non-Consenting Investor).

3.2 Severability. The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof. If any provision of this Agreement, or the application of such provision to any Person or any circumstance, is invalid or unenforceable, (a) a suitable and equitable provision shall be substituted therefor to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision and (b) the remainder of this Agreement and the application of such provision to other Persons or circumstances shall not be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity or enforceability of such provision, or the application of such provision, in any other jurisdiction.

3.3 Remedies. The parties hereto agree that, except as provided herein, this Agreement will be enforceable by all available remedies at law or in equity (including, without limitation, specific performance). The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to seek an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, this being in addition to any other remedy to which such party is entitled at law or in equity. If Parent, the Merger Subs or the Lead Investor elects to enforce this Agreement in respect of any provision (including in respect of any Commitment Amount) hereof against any Investor, it must do so against each other Investor that has similarly failed, in all material respects, to perform with respect to the same provision hereof. Notwithstanding anything in this Agreement to the contrary (but subject to the preceding sentence), this Agreement may be enforced against each Co-Investor only by, or at the direction of, the Lead Investor.

3.4 No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement or any document or instrument delivered contemporaneously herewith by any Investor party hereto, and notwithstanding the fact that an Investor may be a partnership, limited liability company or limited company or other entities, Parent, the Merger Subs and each Investor by its acceptance of the benefits of this Agreement, hereby covenants, agrees and acknowledges that no Person other than an Investor shall have any obligation hereunder and no recourse under this Agreement or under any documents or instruments delivered in connection herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against any former, current or future direct or indirect equityholders, controlling persons, direct or indirect stockholders or equityholders, directors, officers, employees, Affiliates, members, managers, direct or indirect general or limited partners, agents, attorneys or other representatives of any party hereto, or any of their successors or assigns, or any former, current or future direct or indirect equityholders, controlling persons, direct or indirect stockholders, directors, officers, employees, Affiliates, members, managers, direct or indirect general or limited partners, agents, attorneys or other representatives or successors or assignees of any of the foregoing (each, a “Related Party” and, collectively, the “Related Parties”), whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any applicable Law, it being agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any Related Party for any obligations of any Investor, Parent, or any of their respective successors or permitted assigns under this Agreement or any documents or instrument delivered in connection herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith or for any claim (whether at law or equity, in tort, contract or otherwise) based on, in respect of, or by reason of such obligations or their creation. Parent, the Merger Subs and each Investor further agrees that neither it nor any of its Affiliates shall have any right of recovery against any Related Party, whether by piercing the corporate veil or by a claim against any such Related Party.

3.5 No Third Party Beneficiaries. This Agreement shall be binding on each party hereto solely for the benefit of each other parties hereto and nothing set forth in this Agreement, express or implied, shall be construed to confer, directly or indirectly, upon or give to any Person other than the parties hereto any benefits, rights or remedies under or by reason of, or any rights to enforce or cause the parties hereto to enforce, any provisions of this Agreement; provided, however, that the Related Parties are express intended third party beneficiaries of Section 3.4.

3.6 Press Release; Communications. Any general notices, releases, statements or communications to the general public or the press relating to this Agreement or the Transaction shall be made only at such times and in such manner as may be determined by the Lead Investor and shall not disclose the identity of any Co‑Investor or any confidential information of any Co-Investor without such Co-Investor’s prior written approval. Nothing contained in this Section 3.6 shall prevent (a) any party from at any time furnishing any information requested by any Governmental Authority or from making any disclosures required under applicable Law, including the Exchange Act or (b) any party from furnishing any information concerning the transactions contemplated by this Agreement and the Transaction Documents to such party’s Representatives in accordance with Section 3.7.

3.7 Confidentiality. The existence and content of this Agreement shall be treated as confidential by the Investors and shall not be used, circulated, quoted or otherwise referred to by any other Investor or any of such Investor’s Affiliates in any document, except with the prior written consent of the other Investors; provided, however, that no such written consent shall be required (and each Investor and its Affiliates shall be free to release such information (each Investor and any Affiliate disclosing such information, a “Disclosing Party” and, collectively, the “Disclosing Parties”)) for disclosures to each Investor’s and its Affiliates’ respective partners, members, directors, officers, employees, agents, legal, financial, accounting or other advisors, potential debt and equity financing sources, co-investors, limited partners related investment funds, consultants and other representatives (collectively, the “Representatives”), so long as such Representatives are bound by obligations of confidentiality with respect to such information and provided that each Disclosing Party shall be responsible for a breach of the confidentiality obligations set forth in this Section 3.7 by any of its Representatives; and provided, further, that each Investor and its Affiliates may disclose such information (including the existence of this Agreement) (a) to the extent required by applicable Law or the applicable rules of any national securities exchange or in connection with any securities filing related to the Transaction and/or (b) upon the request or demand of any regulatory agency or authority having or claiming jurisdiction over such party or any of its properties or assets and/or (c) in connection with any filings or other submissions with any court of competent jurisdiction in order to enforce the terms hereof and/or (d) to permitted assignees (including in connection with any permitted syndication hereunder) of such Investor, (e) in connection in the course of normal fundraising, marketing or reporting efforts to its and its affiliated investment funds’ actual and prospective limited partners and other investors (so long as bound by obligations of confidentiality with respect to such information and provided that each Disclosing Party shall be responsible for a breach of the confidentiality obligations set forth in this Section 3.7) and/or (f) in connection with litigation relating to the Transaction or the Merger Agreement, as permitted by or provided in the Merger Agreement, but if any such disclosure names or references any other Investor or its Affiliates (other than any disclosure made in connection with enforcing this Agreement), the Disclosing Party shall consult such Investor and shall use reasonable best efforts to not make or limit such disclosure and shall consider such Investor’s reasonable input with respect to such disclosure, in each case, to the extent legally permitted. The confidentiality obligations of each Investor set forth herein shall be superseded by the confidentiality obligations set forth in the LLCA.

3.8 GOVERNING LAW; CONSENT TO JURISDICTION.

(a) This Agreement shall be governed by, interpreted, construed and enforced in accordance with the laws of the State of Delaware. Any and all claims, controversies and causes of action arising out of or relating to this Agreement, whether sounding in contract, tort or statute, shall be governed by the internal laws of the State of Delaware, including its statutes of limitations, without giving effect to any conflict-of-laws or other rules that would result in the application of the laws or statutes of limitations of a different jurisdiction.

(b) Each of the parties hereto (i) irrevocably consents to the service of the summons and complaint and any other process (whether inside or outside the territorial jurisdiction of the Chosen Courts) in any Legal Proceeding relating to this Agreement, for and on behalf of itself or any of its properties or assets, to the address set forth on its signature page hereto or in such other manner as may be permitted by applicable Law, and nothing in this Section 3.8(b) will affect the right of any party hereto to serve legal process in any other manner permitted by applicable Law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any Legal Proceeding to the exclusive general jurisdiction of the Court of Chancery of the State of Delaware and any state appellate court therefrom within the State of Delaware (or, if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware (and any appellate court therefrom) or, if any federal court within the State of Delaware declines to accept jurisdiction over a particular matter, any state court within the State of Delaware (and any appellate court therefrom)) (the “Chosen Courts”) in the event that any dispute or controversy arises out of this Agreement or the transactions contemplated hereby; (iii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (iv) agrees that any Legal Proceeding arising in connection with this Agreement or the transactions contemplated hereby will be brought, tried and determined only in the Chosen Courts; (v) irrevocably and unconditionally waives any objection that it may now or hereafter have to the venue of any such Legal Proceeding in the Chosen Courts or that such Legal Proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (vi) agrees that it will not bring any Legal Proceeding relating to this Agreement or the transactions contemplated hereby in any court other than the Chosen Courts. Each of the parties hereto agrees that a final judgment in any Legal Proceeding in the Chosen Courts will be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. The Parties agree that any violation of this Section 3.8(b) shall constitute a material breach of this Agreement and shall constitute irreparable harm.

3.9 WAIVER OF JURY TRIAL. EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE PURSUANT TO THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT THAT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING (WHETHER FOR BREACH OF CONTRACT, TORTIOUS CONDUCT OR OTHERWISE) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT. EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER; (ii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER; (iii) IT MAKES THIS WAIVER VOLUNTARILY; AND (iv) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 3.9.

3.10 Other Agreements; Assignment. This Agreement, together with the agreements referenced herein, constitutes the entire agreement, and supersedes all prior agreements, understandings, negotiations and statements, both written and oral, among the parties or any of their Affiliates with respect to the subject matter contained herein except for the Transaction Documents which shall continue in full force and effect in accordance with their terms. Casago, TRT, Roofstock and Miramar agree that this Agreement shall supersede in its entirety the Cost‑Sharing Agreement dated as of December 20, 2024 (the “Cost-Sharing Agreement”) by and among Casago International, LLC, an Arizona limited liability company, Roofstock, TRT and MHRE Partners, LP, a Texas limited partnership, and that the Cost-Sharing Agreement shall be of no further force or effect. Other than as expressly provided herein, this Agreement shall not be assigned without the prior written consent of the other Investors, provided that each Investor may assign all or a portion of its rights and obligations hereunder to one or more Persons that are able to make the representations and warranties made by such Investor set forth in this Agreement and such Investor’s Equity Commitment Letter or Support Agreement, as applicable, and is a valid assignee of Investor’s rights and obligations under such Investor’s Equity Commitment Letter or Support Agreement, as applicable; provided, further, that such assignment would not reasonably be expected to result in any material delay in satisfying, or increase the risk of not satisfying, the conditions to the Closing set forth in the Merger Agreement and the assignee is capable of performing its obligations under such Investor’s Equity Commitment Letter and Support Agreement, as applicable, including having the financial capacity necessary to fund the full amount of the Equity Commitment or the equity securities to comply with the Rollover Commitment that is being assigned, provided, further, such assignee shall, as a condition of such assignment, execute a joinder to this Agreement in a form to be reasonably acceptable to the Lead Investor, provided, further, that no such assignment shall be permitted (i) in violation of applicable Law, or (ii) that would (x) require any additional licensing, regulatory consent or other additional regulatory proceeding to be obtained or participated in by any of the Investors, Parent, the Merger Subs or the Company (the “Transaction Parties”) or otherwise subject any Transaction Party or its Affiliates to any additional substantive regulation or (y) cause any statement made or information provided to a regulatory authority prior to such assignment to become materially untrue or misleading (other than any statement made or information provided related solely to the identity of such Investor) or (iii) that would cause all or any portion of the assets of the applicable co-invest vehicle to constitute “plan assets” within the meaning of ERISA, the U.S. Internal Revenue Code of 1986, as amended, or the applicable provisions of any similar law. Any assignment in derogation of the foregoing shall be null and void. In the event of any conflict between this Agreement and any Equity Commitment Letter, the terms of this Agreement shall prevail; provided, that, in the event of any conflict between this Agreement and the Support Agreement, the terms of the Support Agreement shall prevail. Notwithstanding anything to the contrary set forth herein, in no event shall any Co‑Investor’s Commitment be increased without its prior written consent.

3.11 No Representations, Warranties or Duties. Each Investor specifically understands and agrees that no Investor has made or will make any representation or warranty with respect to the terms, value or any other aspect of the transactions contemplated hereby, and each Investor explicitly disclaims (a) except as expressly provided in Section 2.6, any warranty, express or implied, with respect to such matters and (b) any reliance, express or implied, thereon. In addition, each Investor specifically acknowledges, represents and warrants that it is not relying on any other Investor (x) for its due diligence concerning, or evaluation of, the Company or its assets or businesses, (y) for its decision with respect to making any investment contemplated hereby or (z) with respect to tax and other economic considerations involved in such investment. In making any determination contemplated by this Agreement, each Investor may make such determination in its sole and absolute discretion, taking into account only such Investor’s own views, self-interest, objectives and concerns. No Investor shall have any fiduciary or other duty to any other Investor or to Parent except as expressly set forth in this Agreement or any other agreement to which such Investor is a party.

3.12 No Agreement Among Co-Investors. The use of a single agreement to effectuate the transactions contemplated by this Agreement was solely in the control of Parent and the Lead Investor (collectively, the “Specified Parties”), and not the action or decision of any Co-Investor, and was done solely for the convenience of the Specified Parties and not because they were required or requested to do so by any Co-Investor. It is expressly understood and agreed that each provision contained in this Agreement is between the Specified Parties on the one hand and each Co-Investor on the other hand, and not among the Specified Parties and the Co-Investors collectively and not between and among the Co-Investors. Accordingly, no Co-Investor may enforce any provision of this Agreement against any other Co-Investor and the liability of each Investor hereunder shall be several and not joint or joint and several. Nothing contained herein, and no action taken by any Investor pursuant hereto, shall be deemed to constitute the Investors as a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that the Investors are in any way acting in concert or as a group or entity with respect to such obligations or the Transaction or any other matters.

3.13 Counterparts. This Agreement and any amendments to this Agreement may be executed in any number of counterparts, each such counterpart being deemed to be an original instrument, and all such counterparts shall together constitute the same agreement and will become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties, it being understood that all parties need not sign the same counterpart. Delivery of an executed counterpart of a signature page to this Agreement by electronic transmission or by email of a .pdf attachment shall be effective as delivery of a manually executed counterpart of this Agreement.

[Signature pages follow]

IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement (or caused this Agreement to be executed on its behalf by its officer or representative thereunto duly authorized) as of the date first above written.

	LEAD INVESTOR

	CASAGO GLOBAL, LLC

	By:	/s/ Joseph Riley
	Name:	Joseph Riley
	Title:	President

	PARENT

	CASAGO HOLDINGS, LLC

	By:	/s/ Joseph Riley
	Name:	Joseph Riley
	Title:	President

[Signature Page to Interim Investors Agreement]

	SILVER LAKE:

	SLP V VENICE FEEDER I, L.P.

	By:	Silver Lake Technology Associates V, L.P.,
		its general partner
	By:	SLTA V (GP), L.L.C., its general partner
	By:	Silver Lake Group, L.L.C.,
		its managing member

	By:	/s/ Joerg Adams
	Name:	Joerg Adams
	Title:	Managing Director

	SLP VENICE HOLDINGS, L.P.

	By:	SLP V Aggregator GP, L.L.C.
	By:	Silver Lake Technology Associates V, L.P., its general partner
	By:	SLTA V (GP), L.L.C., its general partner
	By:	Silver Lake Group, L.L.C.,
		its managing member

	By:	/s/ Joerg Adams
	Name:	Joerg Adams
	Title:	Managing Director

[Signature Page to Interim Investors Agreement]

	RW VACASA AIV L.P.

	By:	Riverwood Capital II, L.P.,
		its general partner
	By:	Riverwood Capital GP II Ltd.,
		its general partner

	By:	/s/ Jeffrey T. Parks
	Name:	Jeffrey T. Parks
	Title:	Director

	RW INDUSTRIOUS BLOCKER L.P.

	By:	Riverwood Capital II L.P.,
		its general partner
	By:	Riverwood Capital GP II Ltd.,
		its general partner

	By:	/s/ Jeffrey T. Parks
	Name:	Jeffrey T. Parks
	Title:	Director

	RIVERWOOD CAPITAL PARTNERS II (PARALLEL-B) L.P.

	By:	Riverwood Capital II, L.P.,
		its general partner
	By:	Riverwood Capital GP II Ltd.,
		its general partner

	By:	/s/ Jeffrey T. Parks
	Name:	Jeffrey T. Parks
	Title:	Director

	RCP III VACASA AIV L.P.

	By:	Riverwood Capital III L.P.,
		its general partner
	By:	Riverwood Capital GP III Ltd.,
		its general partner

	By:	/s/ Jeffrey T. Parks
	Name:	Jeffrey T. Parks
	Title:	Director

[Signature Page to Interim Investors Agreement]

	RCP III BLOCKER FEEDER L.P.

	By:	Riverwood Capital III L.P.,
		its general partner
	By:	Riverwood Capital GP III Ltd.,
		its general partner

	By:	/s/ Jeffrey T. Parks
	Name:	Jeffrey T. Parks
	Title:	Director

	RIVERWOOD CAPITAL PARTNERS III (PARALLEL-B) L.P.

	By: Riverwood Capital III L.P.,
		its general partner
	By: Riverwood Capital GP III Ltd.,
		its general partner

	By:	/s/ Jeffrey T. Parks
	Name:	Jeffrey T. Parks
	Title:	Director

	RCP III (A) BLOCKER FEEDER L.P.

	By: Riverwood Capital III L.P.,
		its general partner
	By: Riverwood Capital GP III Ltd.,
		its general partner

	By:	/s/ Jeffrey T. Parks
	Name:	Jeffrey T. Parks
	Title:	Director

	RCP III (A) VACASA AIV L.P.

	By: Riverwood Capital III L.P.,
		its general partner
	By: Riverwood Capital GP III Ltd.,
		its general partner

	By:	/s/ Jeffrey T. Parks
	Name:	Jeffrey T. Parks
	Title:	Director

[Signature Page to Interim Investors Agreement]

	Level Equity Opportunities Fund
	2015, L.P.
	By: Level Equity Partners II (GP),
	L.P., its general partner
	By: Level Equity Associates II, LLC
	its general partner

	By:	/s/ Nathan Linn
	Name:	Nathan Linn
	Title:	Chief Operating Officer

	Level Equity Opportunities Fund
	2018, L.P.
	By: Level Equity Partners IV (GP),
	L.P., its general partner
	By: Level Equity Associates IV, LLC
	its general partner

	By:	/s/ Nathan Linn
	Name:	Nathan Linn
	Title:	Chief Operating Officer

	LEGP II AIV(B), L.P.

	By: Level Equity Partners II (GP),
	L.P., its general partner
	By: Level Equity Associates II, LLC
	its general partner

	By:	/s/ Nathan Linn
	Name:	Nathan Linn
	Title:	Chief Operating Officer

[Signature Page to Interim Investors Agreement]

	LEGP I VCS, LLC

	By:	/s/ Nathan Linn
	Name:	Nathan Linn
	Title:	Chief Operating Officer

	LEGP II VCS, LLC

	By:	/s/ Nathan Linn
	Name:	Nathan Linn
	Title:	Chief Operating Officer

	Level Equity — VCS Investors, LLC

	By:	/s/ Nathan Linn
	Name:	Nathan Linn
	Title:	Chief Operating Officer

[Signature Page to Interim Investors Agreement]

	ROOFSTOCK, INC.

	By:	/s/ Gary Beasley
	Name:	Gary Beasley
	Title:	Chief Executive Officer

[Signature Page to Interim Investors Agreement]

	TRT INVESTORS 37, LLC

	By:	/s/ Paul A. Jorge
	Name:	Paul A. Jorge
	Title:	Vice President and Secretary

[Signature Page to Interim Investors Agreement]

	MHRE STR II, LLC

	By:	MHRE Partners, LP,
		a Delaware limited partnership

	By:	MHRE Partners GP, LLC,
		a Delaware limited liability company
		its General Partner

	By:	/s/ Randy P. Evans
	Name:	Randy P. Evans
	Title:	Vice President and Treasurer

[Signature Page to Interim Investors Agreement]

Exhibit A

Equity Term Sheet

[Intentionally omitted.]

Exhibit B

Roofstock Term Sheet

[Intentionally omitted.]

Schedule 1

Commitment Amount and Percentage

Investor	Equity Commitment	Rollover Commitment¹	Percentage of Total Commitments
Casago	$40,000,000²	N/A	18.45%
TRT	$42,500,000	N/A	19.60%
Miramar	$42,500,000	N/A	19.60%
Roofstock	$40,000,000	N/A	18.45%
Silver Lake	N/A	$27,835,554	12.84%
Riverwood	N/A	$13,920,420	6.42%
Level	N/A	$10,061,420	4.64%

¹ Contributions by Rollover Stockholders are shares of Vacasa, Inc. (“Vacasa Shares”) valued at $5.02 per share. If the value of the Vacasa Shares is ultimately determined to be less than $5.02 per share in accordance with Section 4.7 of the Merger Agreement, the amount set forth opposite each Rollover Stockholder under “Rollover Commitment” shall be reduced accordingly and the number of shares issued to each Rollover Stockholder at the Closing shall be reduced proportionately.

² Casago assets valued at $40,000,000 to serve as commitment in connection with the transactions contemplated hereby (for purposes of determining percentage of total commitments).

Schedule 2

Pro Rata Share Calculation

Entity	Contribution Amount	Pro Rata Share
Casago	$40,000,000	24.24%
TRT	$42,500,000	25.76%
Miramar	$42,500,000	25.76%
Roofstock	$40,000,000	24.24%

Schedule 2.7(b)

Ownership of Company Shares

None.

Exhibit (f)

FSection 262 of the General Corporation Law of the State of Delaware

§ 262. Appraisal rights [For application of this section, see 81 Del. Laws, c. 354, § 17; 82 Del. Laws, c. 45, § 23; 82 Del. Laws, c. 256, § 24; 83 Del. Laws, c. 377, § 22; and 84 Del. Laws, c. 98, § 16].

(a) Any stockholder of a corporation of this State who holds shares of stock on the date of the making of a demand pursuant to subsection (d) of this section with respect to such shares, who continuously holds such shares through the effective date of the merger, consolidation, conversion, transfer, domestication or continuance, who has otherwise complied with subsection (d) of this section and who has neither voted in favor of the merger, consolidation, conversion, transfer, domestication or continuance nor consented thereto in writing pursuant to § 228 of this title shall be entitled to an appraisal by the Court of Chancery of the fair value of the stockholder’s shares of stock under the circumstances described in subsections (b) and (c) of this section. As used in this section, the word “stockholder” means a holder of record of stock in a corporation; the words “stock” and “share” mean and include what is ordinarily meant by those words; the words “depository receipt” mean a receipt or other instrument issued by a depository representing an interest in 1 or more shares, or fractions thereof, solely of stock of a corporation, which stock is deposited with the depository; the words “beneficial owner” mean a person who is the beneficial owner of shares of stock held either in voting trust or by a nominee on behalf of such person; and the word “person” means any individual, corporation, partnership, unincorporated association or other entity.

(b) Appraisal rights shall be available for the shares of any class or series of stock of a constituent, converting, transferring, domesticating or continuing corporation in a merger, consolidation, conversion, transfer, domestication or continuance to be effected pursuant to § 251 (other than a merger effected pursuant to § 251(g) of this title), § 252, § 254, § 255, § 256, § 257, § 258, § 263, § 264, § 266 or § 390 of this title (other than, in each case and solely with respect to a converted or domesticated corporation, a merger, consolidation, conversion, transfer, domestication or continuance authorized pursuant to and in accordance with the provisions of § 265 or § 388 of this title):

(1) Provided, however, that no appraisal rights under this section shall be available for the shares of any class or series of stock, which stock, or depository receipts in respect thereof, at the record date fixed to determine the stockholders entitled to receive notice of the meeting of stockholders, or at the record date fixed to determine the stockholders entitled to consent pursuant to § 228 of this title, to act upon the agreement of merger or consolidation or the resolution providing for the conversion, transfer, domestication or continuance (or, in the case of a merger pursuant to § 251(h) of this title, as of immediately prior to the execution of the agreement of merger), were either: (i) listed on a national securities exchange or (ii) held of record by more than 2,000 holders; and further provided that no appraisal rights shall be available for any shares of stock of the constituent corporation surviving a merger if the merger did not require for its approval the vote of the stockholders of the surviving corporation as provided in § 251(f) of this title.

(2) Notwithstanding paragraph (b)(1) of this section, appraisal rights under this section shall be available for the shares of any class or series of stock of a constituent, converting, transferring, domesticating or continuing corporation if the holders thereof are required by the terms of an agreement of merger or consolidation, or by the terms of a resolution providing for conversion, transfer, domestication or continuance, pursuant to § 251, § 252, § 254, § 255, § 256, § 257, § 258, § 263, § 264, § 266 or § 390 of this title to accept for such stock anything except:

Shares of stock of the corporation surviving or resulting from such merger or consolidation, or of the converted entity or the entity resulting from a transfer, domestication or continuance if such entity is a corporation as a result of the conversion, transfer, domestication or continuance, or depository receipts in respect thereof;

Shares of stock of any other corporation, or depository receipts in respect thereof, which shares of stock (or depository receipts in respect thereof) or depository receipts at the effective date of the merger, consolidation, conversion, transfer, domestication or continuance will be either listed on a national securities exchange or held of record by more than 2,000 holders;

c.	Cash in lieu of fractional shares or fractional depository receipts described in the foregoing paragraphs (b)(2)a. and b. of this section; or

d.	Any combination of the shares of stock, depository receipts and cash in lieu of fractional shares or fractional depository receipts described in the foregoing paragraphs (b)(2)a., b. and c. of this section.

(3) In the event all of the stock of a subsidiary Delaware corporation party to a merger effected under § 253 or § 267 of this title is not owned by the parent immediately prior to the merger, appraisal rights shall be available for the shares of the subsidiary Delaware corporation.

(4) [Repealed.]

(c) Any corporation may provide in its certificate of incorporation that appraisal rights under this section shall be available for the shares of any class or series of its stock as a result of an amendment to its certificate of incorporation, any merger or consolidation in which the corporation is a constituent corporation, the sale of all or substantially all of the assets of the corporation or a conversion effected pursuant to § 266 of this title or a transfer, domestication or continuance effected pursuant to § 390 of this title. If the certificate of incorporation contains such a provision, the provisions of this section, including those set forth in subsections (d), (e), and (g) of this section, shall apply as nearly as is practicable.

(d) Appraisal rights shall be perfected as follows:

(1) If a proposed merger, consolidation, conversion, transfer, domestication or continuance for which appraisal rights are provided under this section is to be submitted for approval at a meeting of stockholders, the corporation, not less than 20 days prior to the meeting, shall notify each of its stockholders who was such on the record date for notice of such meeting (or such members who received notice in accordance with § 255(c) of this title) with respect to shares for which appraisal rights are available pursuant to subsection (b) or (c) of this section that appraisal rights are available for any or all of the shares of the constituent corporations or the converting, transferring, domesticating or continuing corporation, and shall include in such notice either a copy of this section (and, if 1 of the constituent corporations or the converting corporation is a nonstock corporation, a copy of § 114 of this title) or information directing the stockholders to a publicly available electronic resource at which this section (and, § 114 of this title, if applicable) may be accessed without subscription or cost. Each stockholder electing to demand the appraisal of such stockholder’s shares shall deliver to the corporation, before the taking of the vote on the merger, consolidation, conversion, transfer, domestication or continuance, a written demand for appraisal of such stockholder’s shares; provided that a demand may be delivered to the corporation by electronic transmission if directed to an information processing system (if any) expressly designated for that purpose in such notice. Such demand will be sufficient if it reasonably informs the corporation of the identity of the stockholder and that the stockholder intends thereby to demand the appraisal of such stockholder’s shares. A proxy or vote against the merger, consolidation, conversion, transfer, domestication or continuance shall not constitute such a demand. A stockholder electing to take such action must do so by a separate written demand as herein provided. Within 10 days after the effective date of such merger, consolidation, conversion, transfer, domestication or continuance, the surviving, resulting or converted entity shall notify each stockholder of each constituent or converting, transferring, domesticating or continuing corporation who has complied with this subsection and has not voted in favor of or consented to the merger, consolidation, conversion, transfer, domestication or continuance, and any beneficial owner who has demanded appraisal under paragraph (d)(3) of this section, of the date that the merger, consolidation or conversion has become effective; or

(2) If the merger, consolidation, conversion, transfer, domestication or continuance was approved pursuant to § 228, § 251(h), § 253, or § 267 of this title, then either a constituent, converting, transferring, domesticating or continuing corporation before the effective date of the merger, consolidation, conversion, transfer, domestication or continuance, or the surviving, resulting or converted entity within 10 days after such effective date, shall notify each stockholder of any class or series of stock of such constituent, converting, transferring, domesticating or continuing corporation who is entitled to appraisal rights of the approval of the merger, consolidation, conversion, transfer, domestication or continuance and that appraisal rights are available for any or all shares of such class or series of stock of such constituent, converting, transferring, domesticating or continuing corporation, and shall include in such notice either a copy of this section (and, if 1 of the constituent corporations or the converting, transferring, domesticating or continuing corporation is a nonstock corporation, a copy of § 114 of this title) or information directing the stockholders to a publicly available electronic resource at which this section (and § 114 of this title, if applicable) may be accessed without subscription or cost. Such notice may, and, if given on or after the effective date of the merger, consolidation, conversion, transfer, domestication or continuance, shall, also notify such stockholders of the effective date of the merger, consolidation, conversion, transfer, domestication or continuance. Any stockholder entitled to appraisal rights may, within 20 days after the date of giving such notice or, in the case of a merger approved pursuant to § 251(h) of this title, within the later of the consummation of the offer contemplated by § 251(h) of this title and 20 days after the date of giving such notice, demand in writing from the surviving, resulting or converted entity the appraisal of such holder’s shares; provided that a demand may be delivered to such entity by electronic transmission if directed to an information processing system (if any) expressly designated for that purpose in such notice. Such demand will be sufficient if it reasonably informs such entity of the identity of the stockholder and that the stockholder intends thereby to demand the appraisal of such holder’s shares. If such notice did not notify stockholders of the effective date of the merger, consolidation, conversion, transfer, domestication or continuance, either (i) each such constituent corporation or the converting, transferring, domesticating or continuing corporation shall send a second notice before the effective date of the merger, consolidation, conversion, transfer, domestication or continuance notifying each of the holders of any class or series of stock of such constituent, converting, transferring, domesticating or continuing corporation that are entitled to appraisal rights of the effective date of the merger, consolidation, conversion, transfer, domestication or continuance or (ii) the surviving, resulting or converted entity shall send such a second notice to all such holders on or within 10 days after such effective date; provided, however, that if such second notice is sent more than 20 days following the sending of the first notice or, in the case of a merger approved pursuant to § 251(h) of this title, later than the later of the consummation of the offer contemplated by § 251(h) of this title and 20 days following the sending of the first notice, such second notice need only be sent to each stockholder who is entitled to appraisal rights and who has demanded appraisal of such holder’s shares in accordance with this subsection and any beneficial owner who has demanded appraisal under paragraph (d)(3) of this section. An affidavit of the secretary or assistant secretary or of the transfer agent of the corporation or entity that is required to give either notice that such notice has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein. For purposes of determining the stockholders entitled to receive either notice, each constituent corporation or the converting, transferring, domesticating or continuing corporation may fix, in advance, a record date that shall be not more than 10 days prior to the date the notice is given, provided, that if the notice is given on or after the effective date of the merger, consolidation, conversion, transfer, domestication or continuance, the record date shall be such effective date. If no record date is fixed and the notice is given prior to the effective date, the record date shall be the close of business on the day next preceding the day on which the notice is given.

(3) Notwithstanding subsection (a) of this section (but subject to this paragraph (d)(3)), a beneficial owner may, in such person’s name, demand in writing an appraisal of such beneficial owner’s shares in accordance with either paragraph (d)(1) or (2) of this section, as applicable; provided that (i) such beneficial owner continuously owns such shares through the effective date of the merger, consolidation, conversion, transfer, domestication or continuance and otherwise satisfies the requirements applicable to a stockholder under the first sentence of subsection (a) of this section and (ii) the demand made by such beneficial owner reasonably identifies the holder of record of the shares for which the demand is made, is accompanied by documentary evidence of such beneficial owner’s beneficial ownership of stock and a statement that such documentary evidence is a true and correct copy of what it purports to be, and provides an address at which such beneficial owner consents to receive notices given by the surviving, resulting or converted entity hereunder and to be set forth on the verified list required by subsection (f) of this section.

(e) Within 120 days after the effective date of the merger, consolidation, conversion, transfer, domestication or continuance, the surviving, resulting or converted entity, or any person who has complied with subsections (a) and (d) of this section and who is otherwise entitled to appraisal rights, may commence an appraisal proceeding by filing a petition in the Court of Chancery demanding a determination of the value of the stock of all such stockholders. Notwithstanding the foregoing, at any time within 60 days after the effective date of the merger, consolidation, conversion, transfer, domestication or continuance, any person entitled to appraisal rights who has not commenced an appraisal proceeding or joined that proceeding as a named party shall have the right to withdraw such person’s demand for appraisal and to accept the terms offered upon the merger, consolidation, conversion, transfer, domestication or continuance. Within 120 days after the effective date of the merger, consolidation, conversion, transfer, domestication or continuance, any person who has complied with the requirements of subsections (a) and (d) of this section, upon request given in writing (or by electronic transmission directed to an information processing system (if any) expressly designated for that purpose in the notice of appraisal), shall be entitled to receive from the surviving, resulting or converted entity a statement setting forth the aggregate number of shares not voted in favor of the merger, consolidation, conversion, transfer, domestication or continuance (or, in the case of a merger approved pursuant to § 251(h) of this title, the aggregate number of shares (other than any excluded stock (as defined in § 251(h)(6)d. of this title)) that were the subject of, and were not tendered into, and accepted for purchase or exchange in, the offer referred to in § 251(h)(2) of this title)), and, in either case, with respect to which demands for appraisal have been received and the aggregate number of stockholders or beneficial owners holding or owning such shares (provided that, where a beneficial owner makes a demand pursuant to paragraph (d)(3) of this section, the record holder of such shares shall not be considered a separate stockholder holding such shares for purposes of such aggregate number). Such statement shall be given to the person within 10 days after such person’s request for such a statement is received by the surviving, resulting or converted entity or within 10 days after expiration of the period for delivery of demands for appraisal under subsection (d) of this section, whichever is later.

(f) Upon the filing of any such petition by any person other than the surviving, resulting or converted entity, service of a copy thereof shall be made upon such entity, which shall within 20 days after such service file in the office of the Register in Chancery in which the petition was filed a duly verified list containing the names and addresses of all persons who have demanded appraisal for their shares and with whom agreements as to the value of their shares have not been reached by such entity. If the petition shall be filed by the surviving, resulting or converted entity, the petition shall be accompanied by such a duly verified list. The Register in Chancery, if so ordered by the Court, shall give notice of the time and place fixed for the hearing of such petition by registered or certified mail to the surviving, resulting or converted entity and to the persons shown on the list at the addresses therein stated. The forms of the notices by mail and by publication shall be approved by the Court, and the costs thereof shall be borne by the surviving, resulting or converted entity.

(g) At the hearing on such petition, the Court shall determine the persons who have complied with this section and who have become entitled to appraisal rights. The Court may require the persons who have demanded an appraisal for their shares and who hold stock represented by certificates to submit their certificates of stock to the Register in Chancery for notation thereon of the pendency of the appraisal proceedings; and if any person fails to comply with such direction, the Court may dismiss the proceedings as to such person. If immediately before the merger, consolidation, conversion, transfer, domestication or continuance the shares of the class or series of stock of the constituent, converting, transferring, domesticating or continuing corporation as to which appraisal rights are available were listed on a national securities exchange, the Court shall dismiss the proceedings as to all holders of such shares who are otherwise entitled to appraisal rights unless (1) the total number of shares entitled to appraisal exceeds 1% of the outstanding shares of the class or series eligible for appraisal, (2) the value of the consideration provided in the merger, consolidation, conversion, transfer, domestication or continuance for such total number of shares exceeds $1 million, or (3) the merger was approved pursuant to § 253 or § 267 of this title.

(h) After the Court determines the persons entitled to an appraisal, the appraisal proceeding shall be conducted in accordance with the rules of the Court of Chancery, including any rules specifically governing appraisal proceedings. Through such proceeding the Court shall determine the fair value of the shares exclusive of any element of value arising from the accomplishment or expectation of the merger, consolidation, conversion, transfer, domestication or continuance, together with interest, if any, to be paid upon the amount determined to be the fair value. In determining such fair value, the Court shall take into account all relevant factors. Unless the Court in its discretion determines otherwise for good cause shown, and except as provided in this subsection, interest from the effective date of the merger, consolidation, conversion, transfer, domestication or continuance through the date of payment of the judgment shall be compounded quarterly and shall accrue at 5% over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the effective date of the merger, consolidation or conversion and the date of payment of the judgment. At any time before the entry of judgment in the proceedings, the surviving, resulting or converted entity may pay to each person entitled to appraisal an amount in cash, in which case interest shall accrue thereafter as provided herein only upon the sum of (1) the difference, if any, between the amount so paid and the fair value of the shares as determined by the Court, and (2) interest theretofore accrued, unless paid at that time. Upon application by the surviving, resulting or converted entity or by any person entitled to participate in the appraisal proceeding, the Court may, in its discretion, proceed to trial upon the appraisal prior to the final determination of the persons entitled to an appraisal. Any person whose name appears on the list filed by the surviving, resulting or converted entity pursuant to subsection (f) of this section may participate fully in all proceedings until it is finally determined that such person is not entitled to appraisal rights under this section.

(i) The Court shall direct the payment of the fair value of the shares, together with interest, if any, by the surviving, resulting or converted entity to the persons entitled thereto. Payment shall be so made to each such person upon such terms and conditions as the Court may order. The Court’s decree may be enforced as other decrees in the Court of Chancery may be enforced, whether such surviving, resulting or converted entity be an entity of this State or of any state.

(j) The costs of the proceeding may be determined by the Court and taxed upon the parties as the Court deems equitable in the circumstances. Upon application of a person whose name appears on the list filed by the surviving, resulting or converted entity pursuant to subsection (f) of this section who participated in the proceeding and incurred expenses in connection therewith, the Court may order all or a portion of such expenses, including, without limitation, reasonable attorney’s fees and the fees and expenses of experts, to be charged pro rata against the value of all the shares entitled to an appraisal not dismissed pursuant to subsection (k) of this section or subject to such an award pursuant to a reservation of jurisdiction under subsection (k) of this section.

(k) Subject to the remainder of this subsection, from and after the effective date of the merger, consolidation, conversion, transfer, domestication or continuance, no person who has demanded appraisal rights with respect to some or all of such person’s shares as provided in subsection (d) of this section shall be entitled to vote such shares for any purpose or to receive payment of dividends or other distributions on such shares (except dividends or other distributions payable to stockholders of record at a date which is prior to the effective date of the merger, consolidation, conversion, transfer, domestication or continuance). If a person who has made a demand for an appraisal in accordance with this section shall deliver to the surviving, resulting or converted entity a written withdrawal of such person’s demand for an appraisal in respect of some or all of such person’s shares in accordance with subsection (e) of this section, either within 60 days after such effective date or thereafter with the written approval of the corporation, then the right of such person to an appraisal of the shares subject to the withdrawal shall cease. Notwithstanding the foregoing, an appraisal proceeding in the Court of Chancery shall not be dismissed as to any person without the approval of the Court, and such approval may be conditioned upon such terms as the Court deems just, including without limitation, a reservation of jurisdiction for any application to the Court made under subsection (j) of this section; provided, however that this provision shall not affect the right of any person who has not commenced an appraisal proceeding or joined that proceeding as a named party to withdraw such person’s demand for appraisal and to accept the terms offered upon the merger, consolidation, conversion, transfer, domestication or continuance within 60 days after the effective date of the merger, consolidation, conversion, transfer, domestication or continuance, as set forth in subsection (e) of this section. If a petition for an appraisal is not filed within the time provided in subsection (e) of this section, the right to appraisal with respect to all shares shall cease.

(l) The shares or other equity interests of the surviving, resulting or converted entity to which the shares of stock subject to appraisal under this section would have otherwise converted but for an appraisal demand made in accordance with this section shall have the status of authorized but not outstanding shares of stock or other equity interests of the surviving, resulting or converted entity, unless and until the person that has demanded appraisal is no longer entitled to appraisal pursuant to this section.

Exhibit 107

CALCULATION OF FILING FEE TABLES

Schedule 13E-3

(Form Type)

Vacasa, Inc.

Vacasa Holdings LLC

Casago Holdings, LLC

Vista Merger Sub II Inc.

Vista Merger Sub LLC

Casago Global, LLC

Roofstock, Inc.

MHRE STR II, LLC

TRT Investors 37, LLC

SLP V Venice Feeder I, L.P.

SLP Venice Holdings. L.P.

SLP V Aggregator GP, L.L.C.

Silver Lake Technology Associates V, L.P.

SLTA V (GP), L.L.C.

Silver Lake Group, L.L.C

RW Vacasa AIV L.P.

RW Industrious Blocker L.P.

Riverwood Capital Partners II (Parallel-B) L.P.

RCP III Vacasa AIV L.P.

RCP III Blocker Feeder L.P.

Riverwood Capital Partners III (Parallel-B) L.P.

RCP III (A) Blocker Feeder L.P.

RCP III (A) Vacasa AIV L.P.

Level Equity Opportunities Fund 2015, L.P.

Level Equity Opportunities Fund 2018, L.P.

LEGP II AIV(B), L.P.

LEGP I VCS, LLC

LEGP II VCS, LLC

Level Equity – VCS Investors, LLC

(Exact Name of Registrant and Name of Person Filing Statement)

Table 1: Transaction Valuation

		Proposed Maximum Aggregate Value of Transaction		Fee Rate		Amount of Filing Fee
Fees to be Paid.......................................................	$	69,508,441.80	⁽¹⁾	0.00015310	$	10,641.74	⁽²⁾
Fees Previously Paid..............................................	$	0			$	0
Total Transaction Valuation................................	$	69,508,441.80
Total Fees Due for Filing.....................................					$	10,641.74
Total Fees Previously Paid ..................................					$	0
Total Fee Offsets ..................................................					$	10,641.74	⁽³⁾
Net Fee Due ..........................................................					$	0

_______________

(1)	Aggregate number of securities to which transaction applies: As of January 23, 2025, the maximum number of shares of Class A Common Stock of Vacasa, Inc. (the “Registrant”) to which this transaction applies is estimated to be 13,849,230, which consists of:

(a)

11,186,511 shares of Class A Common Stock (other than the Class A Rollover Shares) entitled to receive the maximum per share merger consideration of $5.02, as may be adjusted downward in accordance with that certain merger agreement, dated as of December 30, 2024 (the “Merger Agreement”), by and among the Registrant, Vacasa Holdings LLC, Casago Holdings, LLC and the other parties thereto;

(b)

975,825 shares of Class A Common Stock underlying outstanding Common Units (other than the Rollover Units), which will be issued in the Vacasa LLC Units Redemption and be entitled to receive the maximum per share merger consideration of $5.02, as may be adjusted downward in accordance with the Merger Agreement;

(c)

6,000 shares of Class A Common Stock underlying outstanding shares of Class G Common Stock of the Registrant, which will be issued in the Class G Conversion and be entitled to receive the maximum per share merger consideration of $5.02, as may be adjusted downward in accordance with the Merger Agreement;

(d)

a maximum of 99,308 shares of Class A Common Stock underlying outstanding awards of Company RSUs that are vested but not yet settled, which will be entitled to receive the maximum per share merger consideration of $5.02, as may be adjusted downward in accordance with the Merger Agreement;

(e)

a maximum of 1,077,989 shares of Class A Common Stock underlying outstanding awards of Company RSUs that are unvested, which may be entitled to receive the maximum per share merger consideration of $5.02, as may be adjusted downward in accordance with the Merger Agreement (assuming continued performance with the post-closing company);

(f)

a maximum of 500,536 shares of Class A Common Stock underlying outstanding awards of Unvested Company PSUs (other than Share Price Company PSUs), which will be entitled to receive the maximum per share merger consideration of $5.02, as may be adjusted downward in accordance with the Merger Agreement (assuming continued performance with the post-closing company); and

(g)

3,061 shares of Class A Common Stock underlying outstanding awards of Company Options that are unexercised and have a per share exercise price that is less than $5.02, which will be entitled to receive (i) the maximum per share merger consideration of $5.02, as may be adjusted downward in accordance with the Merger Agreement minus (ii) any applicable exercise price.

(2)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): Estimated solely for the purposes of calculating the filing fee, as of January 23, 2025, the underlying value of the transaction was calculated based on the sum of:

(a)

the product of 11,186,511 shares of Class A Common Stock and the maximum per share merger consideration of $5.02;

(b)

the product of 975,825 shares of Class A Common Stock underlying outstanding Common Units that are vested and, which will be issued in the Vacasa LLC Units Redemption and the maximum per share merger consideration of $5.02;

(c)

the product of 6,000 shares of Class A Common Stock underlying outstanding shares of Class G Common Stock and the maximum per share merger consideration of $5.02;

(d)

the product of 99,308 shares of Class A Common Stock underlying outstanding awards of Company RSUs that are vested but not yet settled and the maximum per share merger consideration of $5.02;

(e)

the product of 1,077,989 shares of Class A Common Stock underlying outstanding awards of Company RSUs that are unvested and the maximum per share merger consideration of $5.02 (assuming continued performance with the post-closing company);

(f)

the product of 500,536 shares of Class A Common Stock underlying outstanding awards of Company PSUs that are unvested (other than Share Price Company PSUs) and the maximum per share merger consideration of $5.02; and

(g)

the product of 3,061 shares of Class A Common Stock underlying outstanding awards of Company Options that are unexercised and have a per share exercise price that is less than $5.02 and approximately $0.22 (which is the difference between the maximum per share merger consideration of $5.02 and the weighted average exercise price of the Company Options that are unexercised and have a per share exercise price that is less than $5.02).

In accordance with Section 14(g) of the Securities Exchange Act of 1934, as amended, the filing fee was determined by multiplying the sum calculated in the preceding sentence by 0.00015310.

(3)	The Registrant previously paid $10,641.74 upon the filing of its Preliminary Proxy Statement on Schedule 14A on January 31, 2025 in connection with the transaction reported hereby.

Table 2: Fee Offset Claims and Sources


Fee Offset Claims .......		Schedule 14A	001-41130	January 31, 2025		$ 10,641.74
Fee Offset Sources ......	Vacasa, Inc.	Schedule 14A	001-41130		January 31, 2025		$ 10,641.74	(3)