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.
