FORM OF UNDERWRITING AGREEMENT Match Group, Inc.Underwriting Agreement • November 9th, 2015 • Match Group, Inc. • Services-computer programming, data processing, etc. • New York
Match Group, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [·] shares of common stock, par value $0.001 per share (“Common Stock”), of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional [·] shares of Common Stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
MATCH GROUP, INC. and COMPUTERSHARE TRUST COMPANY, N.A., as TrusteeIndenture • June 2nd, 2016 • Match Group, Inc. • Services-computer programming, data processing, etc. • New York
INDENTURE, dated as of June 1, 2016, between MATCH GROUP, INC., a Delaware corporation, as issuer (the “Issuer”) and COMPUTERSHARE TRUST COMPANY, N.A., as trustee (the “Trustee”).
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of October 7, 2015, as amended and restated as of November 16, 2015 among MATCH GROUP, INC., as Borrower, THE LENDERS PARTY HERETO, and JPMORGAN CHASE BANK, N.A., as Administrative AgentCredit Agreement • November 16th, 2015 • Match Group, Inc. • Services-computer programming, data processing, etc. • New York
AMENDED AND RESTATED CREDIT AGREEMENT, dated as of October 7, 2015 and as amended and restated as of November 16, 2015 (as further amended, restated, extended, supplemented or otherwise modified from time to time, this “Agreement”), among MATCH GROUP, INC., a Delaware corporation (the “Borrower”), the LENDERS party hereto from time to time, JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders and as collateral agent for the Secured Parties (as defined herein) (in such capacities, the “Administrative Agent”) and as an Issuing Bank.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 2nd, 2016 • Match Group, Inc. • Services-computer programming, data processing, etc. • New York
This REGISTRATION RIGHTS AGREEMENT dated June 1, 2016 (the “Agreement”) is entered into by and among Match Group, Inc. (the “Company”), a Delaware corporation, and J.P. Morgan Securities LLC (“J.P. Morgan”), as representative of the several Initial Purchasers listed on Schedule 1 to the Purchase Agreement (as defined below) (the “Initial Purchasers”).
500,000,000 CREDIT AGREEMENT Dated as of October 7, 2015, among THE MATCH GROUP, INC., as Borrower, THE LENDERS PARTY HERETO, and JPMORGAN CHASE BANK, N.A., as Administrative AgentCredit Agreement • November 2nd, 2015 • Match Group, Inc. • Services-computer programming, data processing, etc. • New York
CREDIT AGREEMENT, dated as of October 7, 2015 (as amended, restated, extended, supplemented or otherwise modified from time to time, this “Agreement”), among THE MATCH GROUP, INC., a Delaware corporation (the “Borrower”), the LENDERS party hereto from time to time, JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders and as collateral agent for the Secured Parties (as defined herein) (in such capacities, the “Administrative Agent”) and as an Issuing Bank.
EMPLOYMENT AGREEMENTEmployment Agreement • November 7th, 2016 • Match Group, Inc. • Services-computer programming, data processing, etc. • Texas
THIS EMPLOYMENT AGREEMENT (“Agreement”) is entered by and between Jared Sine (“Executive”) and Match Group, Inc., a Delaware corporation (the “Company”) and is effective as of July 5, 2016 (the “Effective Date”).
5.625% Senior Notes due 2029Match Group, Inc. • February 15th, 2019 • Services-computer programming, data processing, etc. • New York
INDENTURE, dated as of February 15, 2019, between MATCH GROUP, INC., a Delaware corporation, as issuer (the “Issuer”) and COMPUTERSHARE TRUST COMPANY, N.A., as trustee (the “Trustee”).
5.000% Senior Notes due 2027Match Group, Inc. • December 4th, 2017 • Services-computer programming, data processing, etc. • New York
INDENTURE, dated as of December 4, 2017, between MATCH GROUP, INC., a Delaware corporation, as issuer (the “Issuer”) and COMPUTERSHARE TRUST COMPANY, N.A., as trustee (the “Trustee”).
MATCH GROUP, INC. and COMPUTERSHARE TRUST COMPANY, N.A., as Trustee INDENTURE Dated as of May 19, 2020 4.625% Senior Notes due 2028Indenture • May 20th, 2020 • Match Group, Inc. • Services-computer programming, data processing, etc. • New York
INDENTURE, dated as of May 19, 2020, between MATCH GROUP, INC., a Delaware corporation, as issuer (the “Issuer”) and COMPUTERSHARE TRUST COMPANY, N.A., as trustee (the “Trustee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 28th, 2016 • Match Group, Inc. • Services-computer programming, data processing, etc. • New York
This REGISTRATION RIGHTS AGREEMENT dated November 16, 2015 (the “Agreement”) is entered into by and among Match Group, Inc. (the “Company”), a Delaware corporation, Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”), J.P. Morgan Securities LLC (“J.P. Morgan”), Goldman, Sachs & Co. (“Goldman”), BNP Paribas Securities Corp. (“BNPP”), BMO Capital Markets Corp. (“BMO”), Deutsche Bank Securities Inc. (“DB”), PNC Capital Markets LLC (“PNC”), Fifth Third Securities, Inc. (“Fifth Third”) and SG Americas Securities, LLC (“SG” and, together with Merrill Lynch, J.P. Morgan, Goldman, BNPP, BMO, DB, PNC, Fifth Third, the “Dealer Managers”).
EMPLOYMENT AGREEMENTEmployment Agreement • February 20th, 2020 • Match Group, Inc. • Services-computer programming, data processing, etc. • Texas
THIS EMPLOYMENT AGREEMENT (“Agreement”), effective as of March 1, 2020 (the “Effective Date”), is entered into by and between Sharmistha Dubey (“Executive”) and Match Group, Inc., a Delaware corporation (the “Company”).
INCREMENTAL ASSUMPTION AGREEMENT AND AMENDMENT NO. 4, dated as of August 14, 2017 (this “Amendment”). Reference is made to the Credit Agreement dated as of October 7, 2015, as amended and restated as of November 16, 2015, as further amended as of...Credit Agreement • August 17th, 2017 • Match Group, Inc. • Services-computer programming, data processing, etc. • New York
AMENDED AND RESTATED CREDIT AGREEMENT, dated as of October 7, 2015, as amended and restated as of November 16, 2015, as further amended as of December 16, 2015, and as further amended as of December 8, 20162016, and as further amended as of August 14, 2017) (as further amended, restated, extended, supplemented or otherwise modified from time to time, this “Agreement”), among MATCH GROUP, INC., a Delaware corporation, the LENDERS party hereto from time to time, JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders and as collateral agent for the Secured Parties (as defined herein) and as an Issuing Bank.
STOCK PURCHASE AGREEMENT by and among PLENTYOFFISH MEDIA INC. MARKUS FRIND, FRIND ENTERPRISES LTD. AND MARKUS FRIND FAMILY TRUST NO. 2, AS THE SHAREHOLDERS OF PLENTYOFFISH MEDIA INC. and MATCH.COM, INC. Dated as of July 13, 2015Stock Purchase Agreement • October 16th, 2015 • Match Group, Inc. • Services-computer programming, data processing, etc. • New York
This Stock Purchase Agreement (this “Agreement”) is made and entered into as of July 13, 2015 (the “Effective Date”), by and among Match.com, Inc., a corporation incorporated under the laws of the State of Delaware (“Buyer”), Plentyoffish Media Inc., a corporation incorporated under the laws of British Columbia (the “Company”), and Markus Frind, a natural person, Frind Enterprises Ltd., a corporation incorporated under the laws of British Columbia, and Markus Frind Family Trust No. 2, a discretionary trust, and together the shareholders of the Company (collectively, “Shareholder”) (each, a “Party” and together, the “Parties”).
TAX SHARING AGREEMENT by and between IAC/INTERACTIVECORP and MATCH GROUP, INC. Dated as of November 24, 2015Tax Sharing Agreement • November 24th, 2015 • Match Group, Inc. • Services-computer programming, data processing, etc.
This Tax Sharing Agreement (this “Agreement”), dated as of November 24, 2015, is entered into by and between IAC/InterActiveCorp, a Delaware corporation (“Parent”), and Match Group, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Match”).
SERVICES AGREEMENT by and between IAC/INTERACTIVECORP and MATCH GROUP, INC. Dated as of November 24, 2015Services Agreement • November 24th, 2015 • Match Group, Inc. • Services-computer programming, data processing, etc.
This Services Agreement, dated as of November 24, 2015 (this “Services Agreement”), is entered into by and between IAC/InterActiveCorp, a Delaware corporation (“IAC”), and Match Group, Inc., a Delaware corporation (“Match” and, together with IAC, the “Parties” and each a “Party”).
INVESTOR RIGHTS AGREEMENT by and between IAC/INTERACTIVECORP and MATCH GROUP, INC. Dated as of November 24, 2015Investor Rights Agreement • November 24th, 2015 • Match Group, Inc. • Services-computer programming, data processing, etc. • Delaware
This Investor Rights Agreement (this “Agreement”), dated as of November 24, 2015, between IAC/InterActiveCorp, a Delaware corporation (“IAC”), and Match Group, Inc., a Delaware corporation (“Match”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in Article IV hereof or, if not defined therein, in the Transaction Agreement (as defined below).
AMENDMENT NO. 3, dated as of December 8, 2016 (this “Amendment”). Reference is made to the Credit Agreement dated as of October 7, 2015, as amended and restated as of November 16, 2015, as further amended as of December 16, 2015, among MATCH GROUP,...Credit Agreement • December 8th, 2016 • Match Group, Inc. • Services-computer programming, data processing, etc. • New York
AMENDED AND RESTATED CREDIT AGREEMENT, dated as of October 7, 2015 and2015, as amended and restated as of November 16, 20152015, as further amended as of December 16, 2015, and as further amended as of December 8, 2016) (as further amended, restated, extended, supplemented or otherwise modified from time to time, this “Agreement”), among MATCH GROUP, INC., a Delaware corporation (the “Borrower”), the LENDERS party hereto from time to time, JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders and as collateral agent for the Secured Parties (as defined herein) (in such capacities, the “Administrative Agent”) and as an Issuing Bank.
MASTER TRANSACTION AGREEMENT by and between IAC/INTERACTIVECORP and MATCH GROUP, INC. Dated as of November 24, 2015Master Transaction Agreement • November 24th, 2015 • Match Group, Inc. • Services-computer programming, data processing, etc. • Delaware
This Master Transaction Agreement, dated as of November 24, 2015 (this “Agreement”), is entered into by and between IAC/InterActiveCorp, a Delaware corporation (“IAC”) and Match Group, Inc., a Delaware corporation and wholly owned subsidiary of IAC (“Match,” and, together with IAC, the “Parties” and each a “Party”).
FORM OF EMPLOYEE MATTERS AGREEMENT by and between IAC/INTERACTIVE/CORP and MATCH GROUP, INC. Dated as of [ ], 2015Employee Matters Agreement • November 2nd, 2015 • Match Group, Inc. • Services-computer programming, data processing, etc.
This Employee Matters Agreement (this “Agreement”), dated as of [ ], 2015, with effect as of the Effective Time, is entered into by and between IAC/InterActiveCorp, a Delaware corporation (“IAC”), and Match Group, Inc., a Delaware corporation (“Match,” and together with IAC, the “Parties”).
Contribution Agreement TMC Realty, L.L.C. and 8831-8833 Sunset, LLC collectively, Contributor and Match Group, Inc. Recipient Property 8800 and 8833 West Sunset Boulevard West Hollywood, CA 90069 Date: December 19, 2019Assignment and Assumption Agreement • December 23rd, 2019 • Match Group, Inc. • Services-computer programming, data processing, etc. • California
TRANSACTION AGREEMENT Dated as of December 19, 2019, by and among IAC/INTERACTIVECORP, IAC HOLDINGS, INC., VALENTINE MERGER SUB LLC and MATCH GROUP, INC.Transaction Agreement • December 23rd, 2019 • Match Group, Inc. • Services-computer programming, data processing, etc. • Delaware
THIS TRANSACTION AGREEMENT, dated as of December 19, 2019 (this “Agreement”), is by and among IAC/InterActiveCorp, a Delaware corporation (“IAC”), IAC Holdings, Inc., a Delaware corporation and a direct wholly owned Subsidiary of IAC (“New IAC”), Valentine Merger Sub LLC, a Delaware limited liability company and an indirect wholly owned Subsidiary of IAC (“New Match Merger Sub”), and Match Group, Inc., a Delaware corporation (“Match”). IAC, New IAC, New Match Merger Sub and Match are referred to together as the “Parties” and individually as a “Party.” For purposes of this Agreement, IAC, as in existence from and after the Mandatory Exchange Effective Time, is sometimes referred to as “New Match.” Capitalized terms used herein shall have the respective meanings assigned to them in Section 13.03 or elsewhere in this Agreement.
EMPLOYMENT AGREEMENT AMENDMENTEmployment Agreement • February 20th, 2020 • Match Group, Inc. • Services-computer programming, data processing, etc. • New York
THIS EMPLOYMENT AGREEMENT AMENDMENT (the “Agreement Amendment”) to the Employment Agreement (the “Agreement”) dated August 8, 2018 between Gary Swidler (“Executive”) and Match Group, Inc., a Delaware corporation (the “Company”) is made effective as of March 1, 2020 (the “Amendment Effective Date”).
AMENDMENT NUMBER ONE TO THE EMPLOYEE MATTERS AGREEMENTThe Employee Matters Agreement • May 10th, 2016 • Match Group, Inc. • Services-computer programming, data processing, etc.
This Amendment Number One to the Employee Matters Agreement (“Amendment Number One”) effective as of April 13, 2016 (the “Amendment Number One Effective Date”) is by and between IAC/InterActiveCorp, a Delaware corporation (“IAC”), and Match Group, Inc., a Delaware corporation (“Match”).
LIMITED LIABILITY COMPANY AGREEMENT OF Valentine Merger Sub LLC a Delaware Limited Liability CompanyLimited Liability Company Agreement • July 6th, 2020 • Match Group Holdings II, LLC • Services-computer programming, data processing, etc. • Delaware
THIS LIMITED LIABILITY COMPANY AGREEMENT (this "Agreement") is effective as of December 17, 2019 (the "Effective Date"), by Valentine Merger Sub HoldCo LLC, a Delaware limited liability company, as the sole member (the "Member"), for the purpose of providing for the organization and operation of Valentine Merger Sub LLC (the "Company"), a limited liability company formed pursuant to the Delaware Limited Liability Company Act, Title 6, Sections 18-101 et seq of the Delaware Code (the "Act").
April 28, 2020Match Group, Inc. • April 28th, 2020 • Services-computer programming, data processing, etc.
ADVISORY AGREEMENTAdvisory Agreement • May 10th, 2016 • Match Group, Inc. • Services-computer programming, data processing, etc. • Texas
WHEREAS, the Company desires to establish its right to the services of Advisor, on the terms and conditions hereinafter set forth, and Advisor is willing to perform such services on such terms and conditions.
AMENDED & RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF MATCH GROUP HOLDINGS II, LLC a Delaware Limited Liability CompanyLimited Liability Company Agreement • July 6th, 2020 • Match Group Holdings II, LLC • Services-computer programming, data processing, etc. • Delaware
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this "Agreement") is effective as of June 30, 2020 (the "Effective Date"), by Valentine Merger Sub Holdco LLC, a Delaware limited liability company, as the sole member (the "Member", to be renamed Match Group Holdings I, LLC), for the purpose of providing for the organization and operation of Match Group Holdings II, LLC (the "Company"), a limited liability company formed pursuant to the Delaware Limited Liability Company Act, Title 6, Sections 18-101 et seq of the Delaware Code (the "Act").
EMPLOYMENT AGREEMENTEmployment Agreement • July 1st, 2016 • Match Group, Inc. • Services-computer programming, data processing, etc. • New York
THIS EMPLOYMENT AGREEMENT (“Agreement”) is entered by and between Gregory R. Blatt (“Executive”) and Match Group, Inc., a Delaware corporation (the “Company”) and is effective as of April 27, 2016 (the “Effective Date”).
January 29, 2020Match Group, Inc. • January 31st, 2020 • Services-computer programming, data processing, etc.
This letter agreement sets forth the terms upon which Match Group, Inc., a Delaware corporation (the “Company”), agrees to enter into an advisory agreement with you (“Advisor”) relating to your service as an advisor to the Company effective upon your separation as an employee of the Company as of March 1, 2020, or such earlier date as the parties mutually agree (the “Effective Date”). The Company and Advisor (each, a “party” and together, the “parties”) hereby agree as follows:
Match Group Letterhead]Match Group, Inc. • August 10th, 2018 • Services-computer programming, data processing, etc.
This letter agreement sets forth the terms upon which Match Group, Inc., a Delaware corporation (the “Company”), agrees to enter into an advisory agreement with you (“Advisor”), effective upon your resignation from the Board of Directors of the Company on the date hereof (the “Effective Date”). The Company and Advisor (each, a “party” and together, the “parties”) hereby agree as follows:
June 22, 2020Transaction Agreement • June 22nd, 2020 • Match Group, Inc. • Services-computer programming, data processing, etc.
