Level Equity Associates, LLC - 30 Apr 2025 Form 4 Insider Report for Vacasa, Inc. (VCSA)

Footnote F1

On April 30, 2025, pursuant to that certain Agreement and Plan of Merger (the "Merger Agreement") dated as of December 30, 2024, as amended, by and among the Issuer, Vacasa Holdings LLC, a Delaware limited liability company and wholly owned subsidiary of the Issuer, Casago Holdings, LLC, a Delaware limited liability company ("Parent"), Vista Merger Sub II Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Company Merger Sub"), and Vista Merger Sub LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent ("LLC Merger Sub"), LLC Merger Sub merged with and into Vacasa Holdings LLC (the "LLC Merger"), with Vacasa Holdings LLC surviving the LLC Merger as a wholly owned subsidiary of Parent, and Company Merger Sub merged with and into the Issuer (the "Company Merger" and together with the LLC Merger, the "Mergers"), with the Issuer surviving the Company Merger.

Footnote F2

Immediately prior to the effectiveness of the Mergers, as part of Level Equity's internal restructuring, (i) Level Equity Opportunities Fund 2015, L.P. contributed 67,973 shares of Class A Common Stock to its wholly owned subsidiary LEOF 2015 Blocker (CSG), Inc., (ii) Level Equity Opportunities Fund 2018, L.P. contributed 40,913 shares of Class A Common Stock to its wholly owned subsidiary LEOF 2018 Blocker (CSG), Inc., and (iii) LEGP II AIV(B), L.P. contributed 227,656 shares of Class A Common Stock to its wholly owned subsidiary LEGP II Blocker (CSG), Inc.

Footnote F3

(Continued from footnoote 2) On April 30, 2025, pursuant to the Merger Agreement, as amended, and that certain Support Agreement (the "Support Agreement") dated as of December 30, 2024, by and among the Issuer, Parent and the LE Stockholders (as defined below), all of the shares of the Issuer's stock and Vacasa Holdings Units (as defined below) beneficially owned by the LE Stockholders were contributed by the LE Stockholders to Parent in exchange for certain equity interests of Parent based on the value of $5.30 per share of Class A Common Stock/Vacasa Holdings Units.

Footnote F4

Consists of (i) 238,032 shares of Class A Common Stock held by Level Equity Opportunities Fund 2015, L.P., (ii) 67,973 shares of Class A Common Stock held by LEOF 2015 Blocker (CSG), Inc., (iii) 219,743 shares of Class A Common Stock held by Level Equity Opportunities Fund 2018, L.P., (iv) 40,913 shares of Class A Common Stock held by LEOF 2018 Blocker (CSG), Inc., (v) 227,656 shares of Class A Common Stock held by LEGP II Blocker (CSG), Inc., (vi) 189,917 shares of Class A Common Stock held by LEGP I VCS, LLC, (vii) 495,488 shares of Class A Common Stock held by LEGP II VCS, LLC, and (viii) 188,940 shares of Class A Common Stock held by Level Equity - VCS Investors, LLC ((i) to (viii) collectively, the "LE Stockholders").

Footnote F5

The sole shareholder of LEOF 2015 Blocker (CSG), Inc., LEOF 2018 Blocker (CSG), Inc. and LEGP II Blocker (CSG), Inc. is Level Equity Opportunities Fund 2015, L.P. , Level Equity Opportunities Fund 2018, L.P. and LEGP II AIV(B), L.P., respectively. The general partner of each of Level Equity Opportunities Fund 2015, L.P. and LEGP II AIV(B), L.P. is Level Equity Partners II (GP), L.P. The general partner of Level Equity Partners II (GP), L.P. is Level Equity Associates II, LLC. The general partner of Level Equity Opportunities Fund 2018, L.P. is Level Equity Partners IV (GP), L.P. The general partner of Level Equity Partners IV (GP), L.P. is Level Equity Associates IV, LLC. The sole member of LEGP I VCS, LLC is Level Equity Growth Partners I, L.P. The general partner of Level Equity Growth Partners I, L.P. is Level Equity Partners (GP), LLC.

Footnote F6

(Continued from footnote 5) The managing member of Level Equity Partners (GP), LLC is Level Equity Professionals, L.P. The general partner of Level Equity Professionals, L.P. is Level Equity Associates, LLC. The sole member of LEGP II VCS, LLC is LEGP II AIV(NB), L.P. The general partner of LEGP II AIV(NB), L.P. is Level Equity Partners II (GP), L.P.

Footnote F7

(Continued from footnote 6), The general partner of Level Equity Partners II (GP), L.P. is Level Equity Associates II, LLC. The sole manager of Level Equity - VCS Investors, LLC is Level Equity Management, LLC. The sole managing member of each of Level Equity Associates, LLC, Level Equity Associates II, LLC, Level Equity Associates IV, LLC and Level Equity Management, LLC is Benjamin Levin. Each Reporting Person disclaims Section 16 beneficial ownership of the securities held by the LE Stockholders, except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed to be an admission that it has beneficial ownership of such securities for Section 16 or any other purpose.

Footnote F8

The term "Vacasa Holdings Units" is used herein to represent limited liability company units of Vacasa Holdings LLC and an equal number of paired shares of Class B common stock of the Issuer, which, pursuant to the limited liability company agreement of Vacasa Holdings LLC, are together redeemable by the holder on a one-for-one basis for, at the option of the Issuer (i) a share of Class A Common Stock, subject to conversion rate adjustments for stock splits, stock dividends, reclassification and other similar transactions or (ii) an equivalent amount of cash. Upon redemption, the Issuer will cancel and retire for no consideration the redeemed shares of Class B Common Stock and Vacasa Holdings LLC will register the Issuer as the owner of the redeemed Units. Shares of Class B common stock of the Issuer have no economic rights and each share of Class B common stock entitles its holder to 1 vote per share.

Footnote F9

Consists of (i) 65,228 Vacasa Holdings Units and an equivalent number of shares of Class B Common Stock held by Level Equity Opportunities Fund 2015, L.P., 54,304 Vacasa Holdings Units and an equivalent number of shares of Class B Common Stock held by Level Equity Opportunities Fund 2018, L.P., 46,933 Vacasa Holdings Units and an equivalent number of shares of Class B Common Stock held by LEGP I VCS, LLC, 122,448 Vacasa Holdings Units and an equivalent number of shares of Class B Common Stock held by LEGP II VCS, LLC, and 46,692 Vacasa Holdings Units and an equivalent number of shares of Class B Common Stock held by Level Equity - VCS Investors, LLC.