SUPPLEMENTAL INDENTURESupplemental Indenture • July 2nd, 2020 • Match Group, Inc. • Retail-retail stores, nec • New York
This SUPPLEMENTAL INDENTURE, dated as of June 30, 2020 (this “Supplemental Indenture”), is entered into by and among IAC FinanceCo 3, Inc. (the “Company”, to be renamed Match Group FinanceCo 3, Inc.), Match Group, Inc. (formerly known as IAC/InterActiveCorp) (the “Reference Entity”), as Reference Entity and Computershare Trust Company, N.A., as Trustee (the “Trustee”). Capitalized terms used herein and not otherwise defined herein have the meanings set forth in the Indenture (as defined below).
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • July 2nd, 2020 • Match Group, Inc. • Retail-retail stores, nec • New York
First Supplemental Indenture (this “Supplemental Indenture”), dated as of June 30, 2020, among Match Group Holdings II, LLC, a Delaware limited liability company (the “Successor Issuer”), Match Group, Inc. (the “Predecessor Issuer”) and Computershare Trust Company, N.A., as trustee (the “Trustee”).
TRANSITION SERVICES AGREEMENT BY AND BETWEEN IAC/INTERACTIVECORP AND IAC HOLDINGS, INC. DATED AS OF June 30, 2020Transition Services Agreement • July 2nd, 2020 • Match Group, Inc. • Retail-retail stores, nec
TAX MATTERS AGREEMENT Dated as of June 30, 2020, by and between IAC/INTERACTIVECORP and IAC HOLDINGS, INC.Tax Matters Agreement • July 2nd, 2020 • Match Group, Inc. • Retail-retail stores, nec • Delaware
This TAX MATTERS AGREEMENT, dated as of June 30, 2020 (this “Agreement”), is by and between IAC/InterActiveCorp, a Delaware corporation (“IAC”), and IAC Holdings Inc., a Delaware corporation and a direct wholly owned Subsidiary of IAC (“New IAC”) (collectively, the “Companies” and each a “Company”). For purposes of this Agreement, IAC, as in existence immediately after the Match Merger Effective Time, is sometimes referred to as “New Match.”
FIRST SUPPLEMENTAL INDENTURESupplemental Indenture • July 2nd, 2020 • Match Group, Inc. • Retail-retail stores, nec • New York
First Supplemental Indenture (this “Supplemental Indenture”), dated as of June 30, 2020, among Match Group Holdings II, LLC, a Delaware limited liability company (the “Successor Issuer”), Match Group, Inc. (the “Predecessor Issuer”) and Computershare Trust Company, N.A., as trustee (the “Trustee”).
Amended and Restated EMPLOYEE MATTERS AGREEMENTEmployee Matters Agreement • July 2nd, 2020 • Match Group, Inc. • Retail-retail stores, nec
This Amended and Restated Employee Matters Agreement, dated as of June 30, 2020, entered into by and between IAC/InterActiveCorp, a Delaware corporation, Match Group, Inc., a Delaware corporation, and IAC Holdings, Inc., a Delaware corporation (“New IAC”), amends and restates the Employee Matters Agreement, by and between IAC and Match, dated as of November 24, 2015, as amended effective as of April 13, 2016 (“Prior EMA”).
JOINDER AND REAFFIRMATION AGREEMENTTransaction Agreement • July 2nd, 2020 • Match Group, Inc. • Retail-retail stores, nec • New York
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.
Second Amendment to the Match Group, Inc.Match Group, Inc. • July 2nd, 2020 • Retail-retail stores, nec
THIS SECOND AMENDMENT to the Match Group, Inc. 2015 Stock and Annual Incentive Plan, (the “Plan”), is effective as of June 30, 2020. Capitalized terms used but not defined in this Second Amendment shall have the meanings set forth in the Plan.
Assignment of Employment Agreement to New MatchEmployment Agreement • July 2nd, 2020 • Match Group, Inc. • Retail-retail stores, nec
This letter specifies the interpretation and application of Section 4 of the Standard Terms (the “Assignment Provision”), as incorporated into the Employment Agreement, dated as of August 8, 2018 and amended as of February 13, 2020 (as so amended, the “Employment Agreement”), between you and Match Group, Inc. (“Old Match”), in connection with the merger (the “Old Match Merger”) of Old Match with and into Valentine Merger Sub LLC (“New Match Merger Sub”), a wholly-owned indirect subsidiary of IAC/InterActiveCorp. Immediately following such Old Match Merger, IAC/InterActiveCorp was renamed Match Group, Inc. (“New Match”).
Assignment of Employment Agreement to New MatchEmployment Agreement • July 2nd, 2020 • Match Group, Inc. • Retail-retail stores, nec
This letter specifies the interpretation and application of Section 4 of the Standard Terms (the “Assignment Provision”), as incorporated into the Employment Agreement, dated as of February 13, 2020 (the “Employment Agreement”), between you and Match Group, Inc. (“Old Match”), in connection with the merger (the “Old Match Merger”) of Old Match with and into Valentine Merger Sub LLC (“New Match Merger Sub”), a wholly-owned indirect subsidiary of IAC/InterActiveCorp. Immediately following such Old Match Merger, IAC/InterActiveCorp was renamed Match Group, Inc. (“New Match”).
First Amendment to the Match Group, Inc. Amended and Restated 2017 Stock and Annual Incentive PlanMatch Group, Inc. • July 2nd, 2020 • Retail-retail stores, nec
THIS FIRST AMENDMENT to the Match Group, Inc. Amended and Restated 2017 Stock Incentive Plan, (the “Plan”), is effective as of June 30, 2020. Capitalized terms used but not defined in this First Amendment shall have the meanings set forth in the Plan.
Assignment of Employment Agreement to New MatchEmployment Agreement • July 2nd, 2020 • Match Group, Inc. • Retail-retail stores, nec
This letter specifies the interpretation and application of Section 4 of the Standard Terms (the “Assignment Provision”), as incorporated into the Employment Agreement, dated as of August 8, 2018 (the “Employment Agreement”), between you and Match Group, Inc. (“Old Match”), in connection with the merger (the “Old Match Merger”) of Old Match with and into Valentine Merger Sub LLC (“New Match Merger Sub”), a wholly-owned indirect subsidiary of IAC/InterActiveCorp. Immediately following such Old Match Merger, IAC/InterActiveCorp was renamed Match Group, Inc. (“New Match”).
