Exhibit 4.1


 


Execution
Version


 


DEMAND PROMISSORY NOTE


 


	$853,598,364.00	 	June 30, 2020




 


FOR VALUE RECEIVED, the undersigned, IAC/InterActiveCorp,
a Delaware corporation (the “Company”, which term includes any successor of the Company), hereby unconditionally
promises to pay to Match Group, Inc., a Delaware corporation (the “Payee”, which term includes any successor
of the Payee), the principal amount of $853,598,364.00 (the “Principal Amount”), together with all accrued but
unpaid interest thereon and all other amounts payable hereunder, on demand by Payee at any time after the date hereof, in accordance
with the terms and conditions set forth in Section 1 or, if no such demand is made, on June 30, 2021.


 


The Principal Amount outstanding under this
Note shall bear interest at a base rate of 0.18% percent per annum, unless agreed otherwise between the Payee and the Company from
time to time, which shall accrue from June 30, 2020. Accrued interest will be payable on demand by Payee at any time after
the date hereof, in accordance with the terms and conditions set forth in Section 1.


 


Interest on this Note will be calculated on
the basis of a 360-day year, consisting of twelve 30-day months.


 


1.           Payments


 


(a)          All
amounts due from the Payee, including the Principal Amount, in whole or in part, together with all accrued but unpaid interest
thereon and all other amounts payable hereunder, shall be made in U.S. dollars (unless another currency is agreed between the Company
and the Payee) by wire transfer of immediately available funds to the account of Payee specified by Payee to the Company from time
to time.


 


(b)          Payee
shall have the right, at any time and from time to time, to demand the repayment of the Principal Amount, in whole or in part,
together with all accrued but unpaid interest thereon and all other amounts payable hereunder, without premium or penalty at any
time after the date hereof. In order to exercise its rights under this Section 1(b), Payee must give the Company five
(5) Business Days’ prior written notice. “Business Day” means any day on which commercial banks are
generally open for business in New York, New York, other than a Saturday, a Sunday or a day observed as a holiday in New York,
New York under the laws of the State of New York or the federal laws of the United States of America.


 


(c)          In
any case where the due date for the payment of amounts due pursuant to Section 6(a) (the “Demand Due
Date”) is not a Business Day, then such payment shall be made on the next succeeding Business Day, with the same force
and effect as if made on the Demand Due Date.


 






     


     


    

 


2.           Prepayment


 


(a)          The
Company may prepay, or cause to be prepaid, all or any part of the aggregate Principal Amount of this Note at any time, without
premium or penalty. In respect of any amount of this Note repaid or prepaid in accordance with this Section 2, accrued but
unpaid interest in respect of that amount shall be payable on the date of such repayment or prepayment.


 


(b)          In
the event that:


 


(i)            the
Company is unable or admits inability to pay its debts as they fall due or is deemed to be or declared to be unable to pay its
debts under applicable law, suspends or threatens to suspend making payments on its debts generally or, by reason of actual or
anticipated financial difficulties, commences negotiations with a creditor; or


 


(ii)           any
corporate action, legal proceedings or other procedure or step is taken in relation to (A) the suspension of payments, a moratorium
of any indebtedness, winding-up, dissolution, administration or reorganisation of the Company; (B) an arrangement with any
creditor of the Company; (C) the appointment of a liquidator, receiver, administrative receiver, administrator or other similar
officer in respect of the Company or any of its material assets; or (D) any analogous formal procedure or step is taken in
any jurisdiction,


 


then the entire unpaid Principal Amount of
this Note outstanding (with accrued and unpaid interest thereon through the date of payment) will immediately, and without any
further action by the Payee, become due and payable.


 


3.           Costs
and expenses


 


Each of the Company and the Payee shall pay
their own costs and expenses incurred in connection with the negotiation, preparation, execution and implementation of this Note.


 


4.           Records


 


Payee shall maintain records of the Principal
Amount outstanding under this Note from time to time, and such records shall, absent manifest error, be conclusive evidence of
such amounts.


 


5.           Replacement
Notes


 


If a mutilated Note is surrendered to the
Company or if the Payee presents evidence to the reasonable satisfaction of the Company that this Note has been lost, destroyed
or wrongfully taken, the Company shall issue a replacement Note of like tenor if the requirements of the Company for such transactions
are met. An indemnity agreement may be required that is sufficient in the reasonable judgment of the Company to protect the Company
from any loss which it may suffer in connection with the replacement of the lost, destroyed or wrongfully taken Note. The Company
may charge for its reasonable out-of-pocket expenses incurred in replacing this Note.


 






     


     


    

 


6.           Presentment


 


The Company hereby waives presentment, demand,
protest and notice of dishonor and protest.


 


7.           Notices


 


Any notice or other communication given under
this Note shall be in writing and signed by or on behalf of the party giving it and shall be deemed to have been duly given if
(a) delivered personally, (b) mailed, certified or registered mail with postage prepaid, (c) sent by next-day or
overnight mail or delivery, (d) or sent by email with a response confirming receipt, as follows (or to such other address
as the Company or the Payee shall hereafter designate in accordance with the terms hereof):


 


(i)  if to the Company:


 


IAC/InterActiveCorp


8750 North Central Expressway, Suite 1400

Dallas, TX 75231

Attention: Chief Legal Officer

Email: Jared.Sine@match.com.


 


(ii)  if to the Payee:


 


Match Group, Inc.

8750 North Central Expressway, Suite 1400

Dallas, TX 75231

Attention: Chief Legal Officer

Email: Jared.Sine@match.com.


 






     


     


    

 


8.           General


 


The undersigned, for itself and its legal
representatives, successors and assigns, and any others who may at any time become liable for payment hereunder, hereby (a) consents
to any and all extensions of time, renewals, waivers, or modifications if any, that may be granted or consented to by the Payee
with regard to the time of payment hereunder or any other provisions hereof and (b) waives presentment, demand, protest, notice
of dishonor, notice of non-payment, diligence in collection, and any right of setoff. No course of dealing and no delay on the
part of the Payee in exercising any right, power, or remedy shall operate as a waiver thereof or otherwise prejudice the Payee’s
rights, powers or remedies. No right, power or remedy conferred by this Note upon the Payee shall be exclusive of any other right,
power or remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise. The Company may not
assign this Note without the written consent of the Payee. If any provision hereof is held to be invalid or unenforceable in any
jurisdiction, then, to the fullest extent permitted by law, (a) the other provisions hereof shall remain in full force and
effect in such jurisdiction and the Company and the Payee shall replace the invalid or unenforceable provision by a valid and enforceable
provision that has the effect nearest to that of the provision being replaced; and (b) the invalidity or unenforceability
of any provision hereof in any jurisdiction shall not affect the validity or enforceability of such provision in any other jurisdiction.


 


THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, UNITED STATES OF AMERICA.


 






     


     


    

 


IN WITNESS WHEREOF, the Company has caused
this Note to be signed in its corporate name by its duly authorized officer, and to be dated as of the date first above written.


 


 


	 	IAC/INTERACTIVECORP
	 	 	 
	 	 	 
	 	By:	/s/ Gregg Winiarski
	 	 	Name:  Gregg Winiarski
	 	 	Title:    EVP and General Counsel




 


[Match
Group, Inc. Promissory Note – Signature Page]