0001575189-16-000006 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration 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”).

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AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • March 28th, 2016 • 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.

INCREMENTAL ASSUMPTION AGREEMENT AND AMENDMENT NO. 1, dated as of November 16, 2015 (this “Agreement”). Reference is made to the Credit Agreement dated as of October 7, 2015, among MATCH GROUP, INC. (formerly known as THE MATCH GROUP, INC.), a...
Incremental Assumption Agreement and Amendment No. 1 • March 28th, 2016 • Match Group, Inc. • Services-computer programming, data processing, etc. • New York

AMENDED AND RESTATED CREDIT AGREEMENT, dated as of October 7, 2015 (asand 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 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.

Dated as of November 16, 2015 6.75% Senior Notes due 2022
Indenture • March 28th, 2016 • Match Group, Inc. • Services-computer programming, data processing, etc. • New York
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