EFTA01378122.pdf

32" Form of Amended and Restated By-laws of Match Group. Inc. 4.1 Form of Common Stock Certificate of Match Group. Inc. 4.2 Form of Indenture between Match Group, Inc. and Computershare Trust Company, N.A., as trustee 5.1 Opinion of Wachtel', Upton. Rosen & Katz 10.1" Form of Master Transaction Agreement 10.2" Form of Employee Matters Agreement 10.3" Form of Investor Rights Agreement 10.4" Form of Tax Sharing Agreement 10.5" Form of Services Agreement 10.6" Credit Agreement, dated as of October 7, 2015, among Match, as borrower, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and the other parties thereto 10.25t"Form of 2015 Stock and Annual Incentive Plan 10.26r Form of Notice and Terms and Conditions of Stock Options under the Match Group. Inc. 2015 Stock and Annual Incentive Plan 10.27r Form of Notice and Terms and Conditions of Restricted Stock Units under the Match Group. Inc. 2015 Stock and Annual Incentive Plan 21.1" Subsidiaries of Match Group, Inc. 23.1 Consent of Ernst & Young LLP 23.2 Consent of Ernst & Young LLP 23.3 Consent of Wachtell, Lipton, Rosen & Katz (contained in Exhibit 5.1) 23.4" Consent of MarketTools Research Solutions, Inc. 23.5" Consent of Research Now Group, Inc. 24.1" Powers of Attorney (included in signature pages) 99.1 Consent of Director Nominees To be Ned by amendment Prenosty Ned. t Indicates a managemert =Owl or compensatory pan II-5 hnpJ vsen...tec.gaw An:hwes edger data 1575189401104746915008431 a2226.1511n-lahimiI I 9'2015 9.27:17 ANfj CONFIDENTIAL - PURSUANT TO FED. R. GRIM. P. 6(e) DB-SDNY-0075282 CONFIDENTIAL SDNY_GM_00221466 EFTA01378122