Costar Technologies : View the 2023 Proxy Statement

Costar Technologies, Inc.

101 Wrangler Drive, Suite 201

Coppell, TX 75019

May 5, 2023

Dear Costar Stockholder:

You are cordially invited to attend a special meeting of stockholders, which we refer to as the "special meeting," of Costar Technologies, Inc., which we refer to as "Costar," to be held on Tuesday, May 30, 2023, at 10:00 a.m., Central time, at Costar's principal executive offices, located at 101 Wrangler Drive, Suite 201, Coppell, TX 75019.

At the special meeting, you will be asked to consider and vote on a proposal to adopt and approve the Agreement and Plan of Merger, dated as of March 23, 2023, as it may be amended from time to time, which we refer to as the "merger agreement," by and among Costar, IDIS Co., Ltd., an entity organized under the laws of Korea and which we refer to as "IDIS", TPZ2023 Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of IDIS and which we refer to as "Merger Sub", and Alan B. Howe, solely in his capacity as representative of the equityholders of Costar and whom we refer to as "Equityholders' Representative". We refer to the acquisition of Costar by IDIS as the "merger." At the special meeting, you will also be asked to consider and vote on a proposal for the adjournment of the special meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting.

If the merger is completed, you will be entitled to receive an estimated $5.00 ‐ $5.38 in cash, without interest, after and subject to the purchase price adjustments as set forth in the merger agreement, and further subject to any applicable withholding taxes, for each share of common stock that you own (unless you have properly exercised your appraisal rights). This represents a premium of approximately 4% ‐ 12% over the closing price of Costar's common stock on March 22, 2023, the last trading day prior to the public announcement of the merger, as quoted on the OTC Markets Group.

Costar's Board of Directors, after considering the factors more fully described in the enclosed proxy statement, has unanimously (1) determined that the merger agreement, the merger and the other transactions contemplated by the merger agreement are fair to, and in the best interests of, Costar and its stockholders, and (2) approved and declared advisable the execution, delivery and performance of the merger agreement and the consummation of the merger.

Costar's Board of Directors unanimously recommends that you vote (1) "FOR" the adoption and approval of the merger agreement; and (2) "FOR" the adjournment of the special meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting.

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The enclosed proxy statement provides detailed information about the special meeting, the merger agreement and the merger. A copy of the merger agreement is attached as Annex A to this proxy statement.

This proxy statement also describes the actions and determinations of Costar's Board of Directors in connection with its evaluation of the merger agreement and the merger. We encourage you to read this proxy statement and its annexes, including the merger agreement, carefully and in their entirety, as they contain important information.

Whether or not you plan to attend the special meeting in person, please sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying prepaid reply envelope or grant your proxy electronically over the internet or by telephone. If you attend the special meeting and vote in person by ballot, your vote will revoke any proxy that you have previously submitted. If you fail to return your proxy or to attend the special meeting in person, your shares will not be counted for purposes of determining whether a quorum is present at the special meeting and will have the same effect as a vote against the adoption of the merger agreement.

If you hold your shares in "street name," you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction form that you will receive from your bank, broker or other nominee. Your bank, broker or other nominee cannot vote on any of the proposals to be considered at the special meeting without your instructions. Without your instructions, your shares will not be counted for purposes of a quorum or voted at the meeting, and that will have the same effect as voting against the adoption of the merger agreement.

Your vote is very important, regardless of the number of shares that you own.

On behalf of Costar's Board of Directors, thank you for your support.

Very truly yours,

/s/ Scott Switzer

Scott Switzer

President and Chief Executive Officer

The accompanying proxy statement is dated May 5, 2023, and, together with the enclosed form of proxy card, is first being mailed on or about May 5, 2023.

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Costar Technologies, Inc.

101 Wrangler Drive, Suite 201

Coppell, TX 75019

May 5, 2023

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON TUESDAY, MAY 30, 2023

Notice is hereby given that a special meeting of stockholders of Costar Technologies, Inc., a Delaware corporation (which we refer to as "Costar") will be held on Tuesday, May 30, 2023, at 10:00 a.m., Central time, at Costar's principal executive offices, located at 101 Wrangler Drive, Suite 201, Coppell, TX 75019, for the following purposes:

1. To consider and vote on the proposal to adopt and approve the Agreement and Plan of Merger, dated as of March 23, 2023, as it may be amended from time to time, by and among Costar, IDIS Co., Ltd., TPZ2023 Acquisition Corp., and Alan B. Howe, solely in his capacity as representative of the equityholders of Costar (this agreement is referred to as the "merger agreement");
2. To consider and vote on any proposal to adjourn the special meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting; and
3. To transact any other business that may properly come before the special meeting or any adjournment, postponement or other delay of the special meeting.

Only stockholders as of the close of business on March 31, 2023, are entitled to notice of the special meeting and to vote at the special meeting or any adjournment, postponement or other delay thereof.

Costar's Board of Directors unanimously recommends that you vote (1) "FOR" the adoption and approval of the merger agreement; and (2) "FOR" the adjournment of the special meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting.

Costar stockholders who do not vote in favor of the proposal to adopt the merger agreement will have the right to seek appraisal of the "fair value" of their shares of common stock, exclusive of any elements of value arising from the accomplishment or expectation of the merger and together with interest (as described in the accompanying proxy statement) to be paid on the amount determined to be "fair value," in lieu of receiving the per share merger consideration if the merger is completed, as determined in accordance with Section 262 of the Delaware General Corporation Law (which we refer to as the "DGCL"), if they properly demand appraisal before the vote is taken on the merger agreement and comply with all other requirements of Delaware law, including Section 262 of the DGCL, which are summarized in the accompanying proxy statement, and if certain conditions are met. Section 262 of the

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DGCL is reproduced in its entirety in Annex B to the accompanying proxy statement and is incorporated in this notice by reference.

Whether or not you plan to attend the special meeting in person, please sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying prepaid reply envelope or grant your proxy electronically over the internet or by telephone. If you attend the special meeting and vote in person by ballot, your vote will revoke any proxy that you have previously submitted.

If you hold your shares in "street name," you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction form that you will receive from your bank, broker or other nominee. Your bank, broker or other nominee cannot vote on any of the proposals to be considered at the special meeting without your instructions. Without your instructions, your shares will not be counted for purposes of a quorum or voted at the meeting, and that will have the same effect as voting against the adoption of the merger agreement.

By Order of the Board of Directors,

/s/ Scott Switzer

Scott Switzer

President and Chief Executive Officer

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IMPORTANT INFORMATION

Whether or not you plan to attend the special meeting in person, we encourage you to submit your proxy as promptly as possible (1) over the internet; (2) by telephone; or (3) by signing and dating the enclosed proxy card and returning it in the accompanying prepaid reply envelope. You may revoke your proxy or change your vote at any time before your proxy is voted at the special meeting.

If your shares are held through a bank, broker or other nominee, you are considered the "beneficial owner" of shares of common stock held in "street name." If you hold your shares in "street name," you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction form that you will receive from your bank, broker or other nominee. Your bank, broker or other nominee cannot vote on any of the proposals to be considered at the special meeting without your instructions. Without your instructions, your shares will not be counted for purposes of a quorum or voted at the meeting, and that will have the same effect as voting against the adoption and approval of the merger agreement.

If you are a stockholder of record, voting in person by ballot at the special meeting will revoke any proxy that you previously submitted. If you hold your shares through a bank, broker or other nominee, you must obtain a "legal proxy" from the bank, broker or other nominee that holds your shares in order to vote in person by ballot at the special meeting.

We encourage you to read the accompanying proxy statement and its annexes, including all documents incorporated by reference into the accompanying proxy statement, carefully and in their entirety.

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