Exhibit 10.1 

Agreement, Waiver & Consent
entered into March 23, 2012, between Move, Inc. and both Elevation Partners,
L.P. and 
Elevation Side Fund, LLC, including Notice of Redemption dated
March 21, 2012. 

MOVE, INC. 

NOTICE OF
REDEMPTION
Series B Convertible
Participating Preferred Stock 

March 21, 2012 

	TO:	
	Elevation Partners, L.P.	Elevation Employee Side Fund,
  LLC
	2800 Sandhill Road	2800 Sandhill Road
	Menlo Park, CA 94025	Menlo Park, CA
94025



     NOTICE IS
HEREBY GIVEN by Move, Inc., a Delaware corporation formerly known as Homestore,
Inc. (the “Corporation”), the issuer of certain shares of Series B Convertible
Participating Preferred Stock (the “Series B
Preferred Stock”), issued pursuant to that
certain Certificate of Designation of Series B Convertible Participating
Preferred Stock of Homestore, Inc. (the “Certificate of Designation”), executed
by the Corporation on November 29, 2005, that, pursuant to Section 6(b) of the
Certificate of Designation, the Corporation has elected to redeem, on April 6,
2012 (the “Redemption Date”), all of the outstanding shares of the Series B Preferred
Stock (the “Redemption Shares”), such transaction to be referred to herein as
the “Redemption.” All capitalized terms used but not otherwise defined in this notice
have the respective meanings ascribed in the Certificate of Designation.


    
Pursuant to the Agreement, Waiver and Consent provided for below (the
“Agreement, Waiver and Consent”) among Elevation Partners, L.P.
(“Elevation”), Elevation Side Fund, LLC (“Side
Fund”, and together with Elevation, the
“Stockholders”), and the Corporation, among other things, each Stockholder is waiving
(i) the provisions of Section 6(b)(ii) of the Certificate of Designation
(requiring no less than thirty (30) days notice prior to the Redemption Date for
the Redemption), so long as no less than fifteen (15) days prior notice are
provided with respect to such Redemption Date, and (ii) the provisions of
Section 6(c)(i) of the Certificate of Designation (requiring the deposit of the
Redemption Price with a redemption agent in trust). 

    
This notice is being given to the holders of record of the Series B
Preferred Stock as they appear in the records of the Corporation as of March 21,
2012 (the “Record Date”). All Redemption Shares are to be redeemed on the Redemption
Date. Set forth below with respect to each holder of Series B Preferred Stock as
of the Record Date is (i) the number of shares of Series B Preferred Stock held
on the Record Date by such person, (ii) the number of Redemption Shares held by
such person to be redeemed on the Redemption Date and (iii) the number of shares
of Series B Preferred Stock to be held by such person immediately after giving
effect to the Redemption. 


	Stockholder of Record	Number of Shares of
Series B Preferred
Stock Held on
      the
Record
      Date	Number of
Redemption Shares to
be Redeemed on the
Redemption Date	Number of Shares of
Series B Preferred
Stock Held
Immediately After
      the
Redemption





	Elevation	49,033.26	 	49,033.26	 	0.00	 
	Side Fund	10.79	 	10.79	 	0.00	 
	Total	49,044.05		49,044.05		0.00	










    
Pursuant to Section 6(b)(i) of the Certificate of Designation, the
redemption price payable in respect of each share of Series B Preferred Stock to
be redeemed in an optional redemption is the greater of (x) the Regular
Liquidation Preference and (y) the value of the number of shares of Common Stock
issuable upon conversion of such share of Series B Preferred Stock if converted
as of the Redemption Date. As of the date first set forth above, the Corporation
expects that the redemption price payable with respect to each share of Series B
Preferred Stock to be redeemed on the Redemption Date (i.e., the Redemption
Shares) will be the Regular Liquidation Preference, and, accordingly, will be an
amount equal to the Original Purchase Price plus all accrued but unpaid
dividends on such share, for an aggregate per share redemption price as of the
Redemption Date of $1,000 (the “Redemption
Price”) (subject to final determination as of
the Redemption Date in accordance with the Certificate of Designation), and an
aggregate Redemption Price for all outstanding shares of Series B Preferred
Stock of $49,497,026.35, computed as follows: 


	Original Purchase Price
      per Share	       	$1,000.00
	Multiplied by:
      Redemption Shares		49,044.05
	Subtotal		$49,044,050
	 
	Dividends accrued and
      unpaid on such 		
	outstanding shares through
      the date immediately		
	prior to the Redemption
      Date -- includes dividend		
	accrued and unpaid as of
      March 31, 2012	 	
	($429,135.49) and further
      dividend accrued and		
	unpaid from April 1, 2012
      through the date		
	immediately prior to the
      Redemption Date		
	($23,840.86)		$452,976.35
	Aggregate Redemption
      Price		$49,497,026.35




     Pursuant to the Agreement, Waiver and Consent, the
Stockholders are waiving the provisions of Section 6(c)(i) of the Certificate of
Designation that would require the deposit of the Redemption Price with a
redemption agent in trust, and agreed that in lieu thereof, the Redemption Price
with respect to the Redemption may be paid to the Stockholders on the Redemption
Date by wire transfer of immediately available funds to the account or accounts
designated by each Stockholder in a written notice to the
Corporation.

     Dividends on
the Redemption Shares will cease to accrue on the Redemption Date; the
Redemption Shares will no longer be deemed to be outstanding; and all powers,
designations, preferences and other rights of each holder thereof as a holder of
shares of Series B Preferred Stock that constitute Redemption Shares (except the
right to receive the Redemption Price) shall cease and terminate with respect to
such shares; provided that in the event that a Redemption Share is not redeemed due
to a default in payment by the Corporation or because the Corporation is
otherwise unable to pay the Redemption Price in cash in full, (i) such
Redemption Share will remain outstanding and will be entitled to all of the
powers, designations, preferences and other rights (including but not limited to
the accrual and payment of dividends and the conversion rights) as provided in
the Certificate of Designation and (ii) notwithstanding anything to the contrary
in this notice, from and after the date hereof, the Corporation shall retain all
rights held by the Corporation under the Certificate of Designation with respect
to such Redemption Share, including, but not limited to, the right to redeem, at
its option and election, any outstanding shares of Series B Preferred Stock at a
redemption price determined in accordance with the Certificate of Designation.


    
DELIVERY OF SHARE CERTIFICATES REPRESENTING REDEMPTION SHARES TO AN
ADDRESS OTHER THAN TO THE CORPORATION AT 910 E. HAMILTON AVE., 6TH FLOOR,
CAMPBELL, CA 95008 WILL NOT CONSTITUTE A VALID DELIVERY. 

DATED as of the 21st day of March, 2012


MOVE, INC. 

	By:	/s/
    James S. Caulfield
	Name:  	James
    S. Caulfield
	Title:	Executive Vice President, General Counsel and
      Secretary  









AGREEMENT, WAIVER & CONSENT BY
STOCKHOLDERS 

This Agreement, Waiver and Consent is
entered into as a part of the above Notice of Redemption and upon execution by
the parties hereto shall be effective of even date with such Notice of
Redemption. All capitalized terms used in this Agreement, Waiver and Consent but
not otherwise defined in this Agreement, Waiver and Consent have the respective
meanings ascribed in such notice or, if none, in the Certificate of Designation.


The Stockholders are collectively the
holders of record of all of the outstanding shares of Series B Preferred Stock
as of the date hereof and have agreed to provide the following representations,
warranties, covenants and waivers with respect to the contemplated Redemption.
Accordingly, in consideration of the premises contained herein and other good
and valuable consideration, the sufficiency and receipt of which are hereby
acknowledged, each Stockholder, by its execution below, hereby: 

	     	(i)	     	represents and
      warrants to the Corporation, solely on behalf of itself, that such
      Stockholder is the record and beneficial owner of: (a) in the case of
      Elevation, 49,033.26 shares of Series B Preferred Stock (the
      “Elevation Partners
      Shares”) and no additional shares of
      Series B Preferred Stock; and (b) in the case of Side Fund, 10.79 shares
      of Series B Preferred Stock (the “Side Fund Shares”) and no additional
      shares of Series B Preferred Stock, in each case, free and clear of any
      liens, claims, encumbrances, security interests, options, charges or
      restrictions of any kind (collectively, “Encumbrances”), and, on the
      Redemption Date, such Stockholder shall deliver to the Corporation good
      and valid title to the Redemption Shares held by such Stockholder, free
      and clear of any Encumbrances;
		 
		(ii)		covenants that such
      Stockholder shall, at least three (3) Business Days prior to the
      Redemption Date, designate by written notice to the Corporation the
      account or accounts to which the Redemption Price payable to such
      Stockholder in exchange for the Redemption Shares held by such Stockholder
      shall be paid by wire transfer;
		 
		(iii)		covenants that such
      Stockholder shall, on the Redemption Date, deliver to the Corporation
      certificates representing the Redemption Shares held by such Stockholder,
      duly endorsed (or accompanied by duly executed stock powers);
		 
		(iv)		covenants that such
      Stockholder shall, upon request, execute and deliver any additional
      documents deemed by the Corporation (or its successor) to be necessary or
      desirable to complete the surrender of the certificate(s) representing the
      Redemption Shares;
		 
		(v)		acknowledges and
      agrees that immediately after giving effect to the Redemption Elevation
      shall no longer hold any shares of Series B Preferred Stock, and Side Fund
      shall no longer hold any shares of Series B Preferred Stock;
		 
		(vi)		acknowledges and
      agrees to the provisions of this notice, including, without limitation,
      the provisions with respect to the Redemption, the Redemption Date and the
      Redemption Price;
		 
		(vii)		acknowledges and
      agrees that, to the extent Redemption is not permitted under the Delaware
      General Corporation Law, the Certificate of Designation, the Stockholders
      Agreement or any of the Corporation’s organizational documents, the
      Redemption shall be deemed for all purposes to be, and shall be treated
      for all purposes as, a stock purchase transaction rather than a redemption
      of the Redemption Shares effected pursuant to the Certificate of
      Designation, and this notice shall be deemed for all purposes to be, and
      shall be treated for all purposes as, a stock purchase
  agreement;
		 
		(viii)		to the extent (and in
      each case only to the extent) required to effect the Redemption, hereby
      waives the provisions of Section 6(b)(ii) of the Certificate of
      Designation that would require no less than thirty (30) days notice prior
      to the Redemption Date for the Redemption, so long as no less than fifteen
      (15) days prior notice is provided with respect to such Redemption Date,
      and each Stockholder hereby acknowledges its timely receipt of such prior
      notice and the validity of such notice;
		 
		(ix)		to extent (and in each
      case only to the extent) required to effect the Redemption, hereby waives
      the provisions of Section 6(c)(i) of the Certificate of Designation that
      would require the deposit of the Redemption Price with a redemption agent
      in trust, and agrees that in lieu thereof, the Redemption Price with
      respect to the Redemption may be paid to the Stockholders on the
      Redemption Date by wire transfer of immediately available funds to the
      account or accounts designated by each Stockholder in a written notice to
      the Corporation;









		(x)		agrees to provide the
      Corporation with prompt written notice of any transfer of any of its
      shares of Series B Preferred Stock prior to the Redemption Date except in
      connection with the Redemption;
		 
	     	(xi)	     	agrees to take such
      further action as may be reasonably requested by the Corporation to
      implement this Agreement, Waiver and Consent, including voting its shares
      of Series B Preferred Stock to amend the Certificate of Designation in a
      manner consistent with this Agreement, Waiver and Consent if such
      amendment is determined by the Corporation to be necessary or desirable;
      and
		 
		(xii)		agrees, and the
      Corporation also agrees, that this Agreement, Waiver and Consent shall be
      governed by and construed in accordance with the internal laws of the
      State of Delaware, that this Agreement, Waiver and Consent shall be
      binding on any respective successors and permitted transferees of each
      Stockholder and the of the Corporation, that this Agreement, Waiver and
      Consent may be executed by one or more of the parties hereto in any number
      of separate counterparts and all of said counterparts taken together shall
      be deemed to constitute one and the same instrument and that delivery of
      an executed signature page of this Agreement, Waiver and Consent by
      facsimile or electronic transmission shall be effective as delivery of a
      manually executed counterpart hereof.


Except as expressly waived hereby with
respect to the Redemption, the Certificate of Designation shall continue to be,
and shall remain, in full force and effect in accordance with the provisions
thereof. To the extent the Redemption Date with respect to the Redemption does
not occur on or before April 6, 2012, the waivers contained in this Agreement,
Waiver and Consent shall terminate in their entirety and the Certificate of
Designation shall continue in full force and effect in accordance with the
provisions thereof. 

DATED as of the 21st day of March, 2012


	ELEVATION:	     	SIDE FUND:
	 		
	Elevation Partners,
      L.P.		Elevation Employee Side
      Fund, LLC
	By: Elevation Associates,
      L.P., as General Partner		By: Elevation Management,
      LLC, as Managing Member
	By: Elevation Associates,
      LLC, as General Partner			
	 
	By:	/s/ Fred Anderson	 		By:	/s/ Fred Anderson	 
	Name:  	Fred Anderson	 		Name:  	Fred Anderson	 
	Title:	Manager	 		Title:	Manager	 


 
MOVE, INC. 


	By:	/s/ James S. Caulfield
	Name:  	James S. Caulfield
	Title:	Executive Vice President, General Counsel and
      Secretary  






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