Exhibit 4.11


 


FIRST SUPPLEMENTAL INDENTURE


4.625% SENIOR NOTES DUE 2028


 


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”).


 


W I T N E S S E T H


 


WHEREAS, the Predecessor Issuer has heretofore
executed and delivered to the Trustee an indenture, dated as of May 19, 2020 (the “Indenture”), providing
for the issuance of the 4.625% Senior Notes due 2028 (the “Notes”);


 


WHEREAS, the Predecessor Issuer has merged
with and into the Successor Issuer with the Successor Issuer as the surviving entity;


 


WHEREAS, Section 5.01 of the Indenture
contemplates that the Successor Issuer shall execute and deliver a supplemental indenture pursuant to which the Successor Issuer
shall expressly assume all of the obligations of the Predecessor Issuer under the Indenture and the Notes;


 


WHEREAS, pursuant to Section 5.01(1)(b),
the successor Person with and into whom the Predecessor Issuer merges may be a corporation, limited liability company or limited
partnership organized and existing under the laws of any State of the United States of America or the District of Columbia;


 


WHEREAS, pursuant to Section 8.01(1) of
the Indenture, the Issuer and the Trustee may amend or supplement the Indenture without the consent of any Holder to comply with
Section 5.01 of the Indenture; and


 


WHEREAS, pursuant to Sections 8.01 of the
Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.


 


NOW THEREFORE, in consideration of the foregoing
and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree
for the equal and ratable benefit of the Holders of the Notes as follows:


 


Section 1. Capitalized terms used herein
and not otherwise defined herein are used as defined in the Indenture.


 


Section 2. (a) The Successor Issuer
hereby expressly assumes and agrees to perform all obligations of the Predecessor Issuer under the Indenture and the Notes.


 


(b) The Successor Issuer, as the successor
Person to a consolidation or merger with the Predecessor Issuer, hereby succeeds to, and is substituted for (so that from and after
the date hereof, the provisions of the Indenture referring to the Predecessor Issuer (referred to as the “Issuer” in
the Indenture) shall refer instead to the Successor Issuer), and may exercise every right and power of the Issuer under the Indenture
with the same effect as if such Successor Issuer had been named as the Issuer in the Indenture.


 


Section 3. This Supplemental Indenture
shall be governed by and construed in accordance with the laws of the State of New York.


 


Section 4. This Supplemental Indenture
may be signed in various counterparts which together will constitute one and the same instrument. The exchange of copies of this
Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery
of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture and signature
pages for all purposes.


 






     


     


    

 


Section 5. This Supplemental Indenture
is an amendment supplemental to the Indenture and the Indenture and this Supplemental Indenture will henceforth be read together.


 


Section 6. Except as expressly supplemented
and amended by this Supplemental Indenture, the Indenture shall continue in full force and effect in accordance with the provisions
thereof, and the Indenture (as supplemented and amended by this Supplemental Indenture) is in all respects hereby ratified and
confirmed. This Supplemental Indenture and all its provisions shall be deemed a part of the Indenture in the manner and to the
extent herein and therein provided.


 


Section 7. If there is any conflict
or inconsistency between the Indenture and this Supplemental Indenture, the provisions of this Supplemental Indenture shall control.


 


Section 8. Except as otherwise expressly
provided herein, no duties, responsibilities or liabilities are assumed, or shall be construed to be assumed, by the Trustee by
reason of this Supplemental Indenture. This Supplemental Indenture is executed and accepted by the Trustee subject to all the terms
and conditions set forth in the Indenture with the same force and effect as if those terms and conditions were repeated at length
herein and made applicable to the Trustee with respect hereto. The Trustee shall not be responsible for and makes no representation
as to the validity or adequacy of this Supplemental Indenture, and it shall not be responsible for any statement or recital herein.
The Successor Issuer and Predecessor Issuer hereby authorize and direct the Trustee to execute and deliver this Supplemental Indenture.


 


Section 9. If any provision of this
Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions
hereof shall not in any way be affected or impaired thereby, and no Holder of any series of Notes shall have any claim therefor
against any party hereto.


 


[Signature Pages Follow]


 






     


     


    

 


IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed, all as of the date first above written.


 


	 	MATCH GROUP HOLDINGS II, LLC
	 	 	 
	 	By: 	/s/ Kimbre Neidhart
	 	 	Name:	Kimbre Neidhart
	 	 	Title: 	Vice President and Treasurer


 


	 	MATCH GROUP, INC.
	 	 	 
	 	By:	/s/ Kimbre Neidhart
	 	 	Name:	Kimbre Neidhart
	 	 	Title:	Vice President, Treasury and Treasurer



 


[Signature Page to Supplemental
Indenture — 4.625% Senior Notes due 2028]


 






     


     


    

 


IN WITNESS WHEREOF, the parties hereto have
caused this Supplemental Indenture to be duly executed, all as of the date first above written.


 


	 	MATCH GROUP, INC., as Predecessor Issuer
	 	 	 
	 	By:	/s/ Kimbre Neidhart
	 	 	Name:	Kimbre Neidhart
	 	 	Title:	Vice President, Treasury and Treasurer


 


[Signature Page to Supplemental
Indenture — 4.625% Senior Notes due 2028]


 






     


     


    

 


IN WITNESS WHEREOF, the parties hereto have
caused this Supplemental Indenture to be duly executed, all as of the date first above written.


 


	 	COMPUTERSHARE TRUST COMPANY, N.A., as Trustee
	 	 
	 	By:	/s/ Jerry Urbanek
	 	 	Name:	Jerry Urbanek
	 	 	Title:	Trust Officer


 


[Signature Page to Supplemental
Indenture — 4.625% Senior Notes due 2028]