0000950129-05-010614 Sample Contracts

FORM OF HOMESTORE, INC. STOCKHOLDERS AGREEMENT Dated as of November [__], 2005
Stockholders Agreement • November 7th, 2005 • Homestore Inc • Real estate agents & managers (for others) • New York

THIS STOCKHOLDERS AGREEMENT (this “Agreement”) is entered as of November [___], 2005, among Homestore, Inc. a Delaware corporation (the “Company”), Elevation Partners, L.P., a Delaware partnership (“Elevation”), and [Purchaser], a [ ] (“[ ]” and, together with Elevation, an “Investor Stockholder”).

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PREFERRED STOCK PURCHASE AGREEMENT BETWEEN HOMESTORE, INC. AND ELEVATION PARTNERS, L.P. Dated as of November 6, 2005
Preferred Stock Purchase Agreement • November 7th, 2005 • Homestore Inc • Real estate agents & managers (for others) • New York

THIS PREFERRED STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of November 6, 2005, by and among Homestore, Inc., a Delaware corporation (the “Company”), Elevation Partners, L.P., a Delaware partnership (“Elevation”), and such Affiliates (as defined below) as Elevation shall designate in accordance with Section 8.4 hereof (together with Elevation, the “Purchasers”).

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