Unassociated Document


    Exhibit 10.1

    


    Waiver and Consent agreement dated
February 9,
2011,

    between Move, Inc. and both Elevation
Partners, L.P. and Elevation Side Fund, LLC

    


    


    WAIVER
AND CONSENT  

    (“Waiver and Consent
Letter”)  

     

     

    February
9, 2011  

     

    Move,
Inc.

    30700
Russell Ranch Road

    Westlake
Village, CA 91362

     

    Dear
Sirs:  

     

    Reference
is made to the Certificate of Designation of Series B Convertible Participating
Preferred Stock (“Series B Preferred”)
of Move, Inc., a Delaware corporation (f/k/a Homestore, Inc.) (the “Company”), as filed
with the Secretary of State of the State of Delaware on November 29, 2005 and as
in effect on the date hereof (the “Certificate of
Designation”) and the Stockholders Agreement, dated as of November 29,
2005 (the “Stockholders
Agreement”) among the Company, Elevation Partners, L.P., a Delaware
limited partnership (“Elevation”) and
Elevation Employee Side Fund, LLC (“Side Fund”, and
together with Elevation, the “Stockholders”).
 All capitalized terms used but not defined herein shall have the
respective meanings set forth in the Certificate of Designation.  
 

     

    The
Stockholders are collectively the holders of record of all of the outstanding
shares of Series B Preferred as of the date hereof and have agreed to provide
this waiver of certain provisions of the Certificate of Designation so as to
permit a partial redemption of the Series B Preferred.  Accordingly,
in consideration of the premises contained herein and other good and valuable
consideration, the sufficiency and receipt of which are hereby acknowledged, the
parties hereto agree as follows:

     

    
      	
            	
              1.  

            	
              Each
      of the Stockholders hereby agrees to the optional redemption by the
      Company of the Redemption Shares (as defined below), in each case at the
      Redemption Price as determined in accordance with the Certificate of
      Designation and on a Redemption Date on or prior to February 28, 2011 (the
      “Partial
      Redemption”), and to the extent (and in each case only to the
      extent) required to effect the Partial Redemption, each of the
      Stockholders hereby:

            


    

     

    
      	
            	
              a.  

            	
              waives
      the provisions of Section 6(b)(i) of the Certificate of Designation that
      would require any optional redemption pursuant to such section include all
      of the outstanding shares of Series B
Preferred;

            


    

     

    
      	
            	
              b.  

            	
              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 Partial Redemption, so long as no less than ten (10) days
      prior notice is provided with respect to such Redemption Date;
      and

            


    

     

    
      	
            	
              c.  

            	
              waives
      the provisions of Section 6(c)(i) of the Certificate of Designation that
      would required 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 Partial 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 Company.

            


    

     

    
      	
            	
              2.  

            	
              The
      “Redemption Shares” are an aggregate of 70,000.00 shares of the Series B
      Preferred, which shall consist for all purposes (including without
      limitation the Certificate of Designation and the Stockholders Agreement)
      of the following:

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    
      	
            	
              a.  

            	
              19,039.86
      shares of Series B Preferred paid to Elevation prior to the Redemption
      Date as Regular Dividends and currently held of record by
      Elevation,

            


    

     

    
      	
            	
              b.  

            	
               4.19
      shares of Series B Preferred paid to Side Fund prior to the Redemption
      Date as Regular Dividends and currently held of record by Side
      Fund,

            


    

     

    
      	
            	
              c.  

            	
               50,944.74
      shares of Series B Preferred issued to Elevation on the Original Issue
      Date and currently held of record by Elevation,
  and

            


    

     

    
      	 	
              d.  

            	
              11.21
      shares of Series B Preferred issued to Side Fund on the Original Issue
      Date, and currently held of record by Side
Fund.

            


    

     

    Upon
consummation of the Partial Redemption, the Stockholders will hold in the
aggregate (i) for purposes of the Certificate of Designation, 49.04% of the
shares of Series B Preferred Stock that were issued to the Stockholders on the
Original Issuance Date (as adjusted for stock dividends, splits, combinations
and similar events, but not for conversion or Regular Dividends) and (ii) for
purposes of the Certificate of Designation, 49.04% of the “Purchased Shares”
issued on the “Closing Date” (as such terms are defined in the Stockholders
Agreement) (as adjusted for stock splits, combinations, reclassifications and
similar transactions but not conversion).

     

    
      	
            	
              3.  

            	
              Except
      as expressly waived hereby with respect to the Partial 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 Partial Redemption does
      not occur on or before February 28, 2011, the waivers contained in this
      Waiver and Consent Letter shall terminate in their entirety and the
      Certificate of Designation shall continue in full force and effect in
      accordance with the provisions thereof.  All redemptions of
      Series B Preferred other than the Partial Redemption shall remain subject
      to the provisions of the Certificate of Designation and the waivers
      contained in this Waiver and Consent Letter shall not apply to and shall
      have no effect on any redemption other than the Partial Redemption. This
      Waiver and Consent Letter shall not be deemed to be a waiver of, or
      consent to, any other term or condition of the Certificate of Designation
      or to prejudice any other rights or rights which the Company, the
      Stockholders or any holder of Series B Preferred other than the
      Stockholders may now have or may have in the future under or in connection
      with the Certificate of Designation or any of the instruments or
      agreements referred to therein, as the same may be amended from time to
      time.  

            


    

     

    
      	 	
              4.  

            	
              This
      Waiver and Consent Letter shall be governed by and construed in accordance
      with the internal laws of the State of
Delaware.

            


    

     

    
      	
            	
              5.  

            	
              The
      Stockholders shall provide the Company with prompt written notice of any
      transfer of any of the Redemption Shares prior to March 1, 2011 other than
      in connection with the Partial Redemption.  This Waiver and
      Consent Letter shall be binding on any successors and permitted
      transferees of the Stockholders.  The Stockholders and the
      Company each agree to take such further action as may be reasonably
      requested by the other to implement this Waiver and Consent Letter,
      including without limitation (a) in the case of the Stockholders, voting
      their shares of Series B Preferred to amend the Certificate of Designation
      in a manner consistent with this Waiver and Consent Letter if such
      amendment is determined by the Company to be necessary or desirable or (b)
      effecting the Partial Redemption through an alternative structure that is
      tax-neutral to all parties.      
       

            


    

     

    
      	
            	
              6.  

            	
              This
      Waiver and Consent Letter 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.
       Delivery of an executed signature page of this Waiver and Consent
      Letter by facsimile or electronic transmission shall be effective as
      delivery of a manually executed counterpart hereof.
   

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

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    IN
WITNESS WHEREOF, the parties have executed this Waiver and Consent Letter as of
the day and year first above written.  

    


    
      
         

        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        	
                                                  

                                              	
                                                MOVE, INC.

                                              	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	By: 	/s/ Steven H. Berkowitz 	 
	 	Name:  	 	 
	 	Title: 	 	 


                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      
         

      

    

    
      
        
           

          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        	
                                                                  

                                                              	
                                                                ELEVATION
      PARTNERS, L.P.

                                                              	 
	 	 	 	 
	 	 	 	 
	 	By:	Elevation
      Associates, L.P., as General Partner
	 	  	 	 
	 	By: 	Elevation
      Associates, L.P., as General
Partner 


                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

        
           

        

      

    

    
      
        
           

          
            	 	By: 	/s/ Fred D. Anderson	 
	 	Name:  	Fred D.
      Anderson 	 
	 	Title: 	Managing
      Director 	 


          

          
            
              
                 

                 

                
                  
                    
                       

                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          	
                                                                    

                                                                	
                                                                        
                                                                    ELEVATION
      SIDE FUND, LLC

                                                                  

                                                                	 
	 	 	 	 
	 	By: 	Elevation
      Management, LLC, as Managing Member   
	 	 	 
	 	 	 	 
	 	By: 	/s/ Fred D. Anderson 	 
	 	Name:  	Fred D.
      Anderson  	 
	 	Title: 	naging
      Director