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Entry into a Material Definitive Agreement, Results of Operations and Financial Condit

Item 1.01 Entry into a Material Definitive Agreement.

Acquisition of RentJuice Corporation

On May 2, 2012, Zillow, Inc., a Washington corporation ("Zillow"), RentJuice Corporation, a Delaware corporation ("RentJuice"), Renegade Acquisition, Inc., a Delaware corporation and wholly owned subsidiary of Zillow ("Merger Sub"), and Shareholder Representative Services LLC, acting as the stockholder representative, entered into an Agreement and Plan of Merger (the "Merger Agreement") providing for the acquisition of RentJuice by Zillow.

Under the terms and subject to the conditions of the Merger Agreement, Merger Sub will merge with and into RentJuice, with RentJuice remaining as the surviving company and a wholly owned subsidiary of Zillow (the "Merger"). The total Merger consideration payable to RentJuice equity holders is approximately $40 million in cash, less certain transaction expenses and other costs. All vested options to purchase shares of RentJuice's common stock will be cancelled and, in settlement of such cancellation, the holders of such options will receive cash payments representing a portion of the Merger consideration as described in the Merger Agreement. A portion of the Merger consideration will be attributed to the substitution of unvested stock options of RentJuice outstanding as of the closing for stock options to purchase shares of Zillow's Class A common stock at an exchange ratio implied by the Merger consideration as described in the Merger Agreement. At the closing, approximately $4 million of the purchase price otherwise payable to RentJuice stockholders and holders of vested stock options will be deposited in a third-party escrow account to secure certain indemnification obligations of those equity holders.

The Merger contains customary representations, warranties and covenants of the parties as well as conditions to closing, including, among other things, RentJuice stockholder approval, receipt of third party consents, absence of a material adverse effect on RentJuice, the preparation of certain historical financial statements of RentJuice, and holders of not more than 5% of RentJuice's capital stock exercising appraisal rights under Delaware law. The Merger is expected to close in the second quarter of 2012.

In connection with the execution of the Merger Agreement, certain stockholders of RentJuice, who collectively hold sufficient shares to approve the Merger, have entered into voting agreements with Zillow in which they have agreed to vote their shares of RentJuice's capital stock to approve the Merger. Those stockholders and RentJuice have also agreed not to solicit, initiate or encourage any inquiries or proposals regarding alternative transactions involving RentJuice. In addition, certain stockholders of RentJuice have executed non-competition agreements.

Pursuant to the terms of the Merger Agreement, Zillow has agreed to adopt a retention bonus plan after the closing pursuant to which restricted stock units for 280,978 shares of Zillow's Class A common stock will be granted to employees of RentJuice who accept employment with Zillow in proportion to each employee's total equity holdings in RentJuice prior to the closing of the Merger. Twenty-five percent of each restricted stock unit award will vest on the one-year anniversary of the closing of the Merger and the remainder will vest in substantially equal installments each three-month period thereafter for the next three years, subject to the recipient's continued full-time employment or service to Zillow.

The foregoing description of the Merger and Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is attached hereto as Exhibit 2.1 and is incorporated herein by reference.

Amended and Restated Loan and Security Agreement

On April 30, 2012, Zillow entered into an Amended and Restated Loan and Security Agreement (the "Loan Agreement") with Silicon Valley Bank, a California corporation ("SVB"), providing for a senior secured revolving credit facility (the "Credit Facility"). The Loan Agreement amends and restates the Loan and Security Agreement between Zillow and SVB dated as of March 4, 2011 (the "Existing Credit Agreement"). The credit facilities provided for under the Existing Credit Agreement will be replaced by the Credit Facility. All present and future obligations of Zillow arising under the Credit Facility are secured by a perfected first priority security interest in all of the assets of Zillow, including its intellectual property.

Under the Credit Facility, Zillow may borrow a maximum aggregate amount of $25 million, subject to satisfaction of certain conditions. The increased credit available under the Credit Facility provides Zillow with greater flexibility for future potential financing needs.

Each advance under the Credit Facility shall bear interest on the outstanding principal amount thereof from the date when made, continued or converted until paid in full at a rate per annum equal to the Wall Street Journal prime rate plus the applicable margin ("Prime Rate Loans") or, at the option of Zillow, the Eurodollar base rate plus the applicable margin ("LIBOR Loans"). Zillow may select interest periods of one, two or three months for LIBOR Loans, subject to availability. Interest on any LIBOR Loans under the Credit Facility shall be payable at the end of the selected interest period, but no less frequently than . . .

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
Number                                    Description

 2.1*        Agreement and Plan of Merger, dated May 2, 2012, by and among Zillow,
             Inc., RentJuice Corporation, Renegade Acquisition, Inc. and
             Shareholder Representative Services LLC.**

10.1*        Amended and Restated Loan and Security Agreement, dated April 30,
             2012, by and among Zillow, Inc. and Silicon Valley Bank.

99.1         Press release dated May 2, 2012 entitled "Zillow Reports Record First
             Quarter 2012 Results" issued by Zillow, Inc. on May 2, 2012.

99.2         Press release dated May 2, 2012 entitled "Zillow to Acquire RentJuice
             to Expand Professional Services in Rental Marketplace" issued by
             Zillow, Inc. on May 2, 2012.

* The agreement itself has been provided solely to inform investors of its terms. The agreement contains representations and warranties by the parties to the agreement, made solely for the benefit of the other. The assertions embodied in those representations and warranties are qualified by information in confidential disclosure schedules that the parties have exchanged in connection with signing the agreement. The agreement may include disclosure schedules that contain information that modifies, qualifies and creates exceptions to the representations and warranties set forth in the agreement. Moreover, certain representations and warranties in the agreement were made as of a specified date, may be subject to a contractual standard of materiality different from what may be viewed as material to shareholders or may have been used for the purpose of allocating risk between the parties to the agreement. Accordingly, investors are not third-party beneficiaries under the agreement and should not rely on the representations and warranties in the agreement as characterizations of the actual state of facts about the parties to the agreement at the time they were made or otherwise.

** Schedules omitted pursuant to Item 601(b)(2) of Regulation S-K. Zillow agrees to furnish a supplemental copy of any omitted schedules to the SEC upon request.