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** Note 1**
On September 29, 2017, pursuant to the Agreement and Plan of Merger, dated as of May 1, 2017, as amended by Amendment No. 1 to the Agreement and Plan of Merger, dated as of August 26, 2017 (the Merger Agreement), by and among Angies List, Inc. (Angies List), IAC, the Issuer, a wholly owned subsidiary of IAC, and Casa Merger Sub, Inc., a direct wholly owned subsidiary of the Issuer (Merger Sub), the Merger Sub merged with and into Angies List (the Merger) with Angies List surviving the Merger as a wholly owned subsidiary of the Issuer. Effective as of the close of business on September 29, 2017, each share of Common Stock, par value $0.001 per share, of Angies List beneficially owned by the Reporting Persons was converted into one share of Class A Common Stock of the Issuer pursuant to the Merger Agreement. Accordingly, as a result of the Merger, the Reporting Persons now beneficially own 5,322,563 shares of Class A Common Stock of the Issuer.
Vajra Asset Management, LLC is the Manager of Vajra Fund III, LLC and possesses the voting and dispositive power with respect to the securities beneficially owned by Vajra Fund III, LLC. As a result, pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended, Vajra Asset Management, LLC may be deemed the beneficial owner of the securities beneficially owned by Vajra Fund III, LLC. Mr. Brodsky is the Managing Member of Vajra Asset Management, LLC and possesses the voting and dispositive power with respect to the securities beneficially owned by Vajra Asset Management, LLC. As a result, pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended, Mr. Brodsky may be deemed the beneficial owner of the securities beneficially owned by Vajra Asset Management, LLC. Each of Vajra Asset Management, LLC and Mr. Brodsky disclaims beneficial ownership of the shares of the Issuers Class A Common Stock reported herein, and the filing of this Statement shall not be construed as an admission that each of Vajra Asset Management, LLC and Mr. Brodsky is the beneficial owner of such shares.
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Under certain circumstances set forth in the limited liability company agreement of Vajra Fund III, LLC, the members of such entity may be deemed to have the right to receive dividends from, or the proceeds from the sale of shares of the Issuer owned by, Vajra Fund III, LLC.
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