Exhibit 10.3


 


EXECUTION VERSION


 


TAX MATTERS AGREEMENT


 


Dated as of June 30, 2020,


 


by and between


 


IAC/INTERACTIVECORP


 


and


 


IAC HOLDINGS, INC.


 






    	 	 	 



    	 



    




 





TABLE OF CONTENTS





 


	 	Page
	 	 
	Section 1.         Definition of Terms	1
	 	 
	Section 2.         Allocation of Tax Liabilities	12
	 	 
	 	Section 2.01	General Rule.	12
	 	 	 	 
	 	Section 2.02	Allocation of United States Federal Income Tax and Federal Other Tax	12
	 	 	 	 
	 	Section 2.03	Allocation of State Income and State Other Taxes	13
	 	 	 	 
	 	Section 2.04	Allocation of Foreign Taxes	14
	 	 	 	 
	 	Section 2.05	Certain Transaction and Other Taxes	15
	 	 	 	 
	Section 3.         Proration of Taxes for Straddle Periods	16
	 	 
	Section 4.         Preparation and Filing of Tax Returns.	17
	 	 
	 	Section 4.01	General	17
	 	 	 	 
	 	Section 4.02	IAC’s Responsibility	17
	 	 	 	 
	 	Section 4.03	New IAC’s Responsibility	17
	 	 	 	 
	 	Section 4.04	Tax Accounting Practices	17
	 	 	 	 
	 	Section 4.05	Consolidated or Combined Tax Returns	18
	 	 	 	 
	 	Section 4.06	Right to Review Tax Returns	18
	 	 	 	 
	 	Section 4.07	New IAC Carrybacks and Claims for Refund	19
	 	 	 	 
	 	Section 4.08	Apportionment of Earnings and Profits and Tax Attributes	20
	 	 	 	 
	Section 5.         Tax Payments	21
	 	 
	 	Section 5.01	Payment of Taxes with Respect Tax Returns	21
	 	 	 	 
	 	Section 5.02	Indemnification Payments	21
	 	 	 	 
	Section 6.         Tax Benefits	21
	 	 
	 	Section 6.01 	Tax Benefits	21



 






    	 	 	 



    	 



    

 


	 	Section 6.02	New IAC and IAC Income Tax Deductions in Respect of Certain Equity Awards and Incentive Compensation	23
	 	 	 	 
	Section 7.         Tax-Free Status	24
	 	 
	 	Section 7.01	Restrictions on New IAC and IAC	24
	 	 	 	 
	 	Section 7.02	Procedures Regarding Opinions and Rulings	27
	 	 	 	 
	 	Section 7.03	Liability for Tax-Related Losses and Match Merger-Related Losses	29
	 	 	 	 
	 	Section 7.04	Section 336(e) Election	31
	 	 	 	 
	Section 8.         Assistance and Cooperation	31
	 	 
	 	Section 8.01	Assistance and Cooperation	31
	 	 	 	 
	 	Section 8.02	Income Tax Return Information	32
	 	 	 	 
	 	Section 8.03	Reliance by New IAC	32
	 	 	 	 
	 	Section 8.04	Reliance by IAC	32
	 	 	 	 
	Section 9.         Tax Records	33
	 	Section 9.01	Retention of Tax Records	33
	 	 	 	 
	 	Section 9.02	Access to Tax Records	33
	 	 	 	 
	Section 10.       Tax Contests	33
	 	 
	 	Section 10.01	Notice	33
	 	 	 	 
	 	Section 10.02	Control of Tax Contests	33
	 	 	 	 
	Section 11.       Effective Date; Termination of Prior Intercompany Tax
    Allocation Agreements	35
	 	 
	Section 12.       Survival of Obligations	36
	 	 
	Section 13.       Treatment of Payments; Tax Gross Up	36
	 	 
	 	Section 13.01	Treatment of Tax Indemnity and Tax Benefit Payments	36
	 	 	 	 
	 	Section 13.02	Tax Gross Up	36
	 	 	 	 
	 	Section 13.03	Interest	36
	 	 	 	 
	Section 14.       Disagreements	37



 






    	 	 	 



    	 



    

 


	Section 15.       Late Payments	37
	 	 
	Section 16.       Expenses	37
	 	 
	Section 17.       General Provisions	37
	 	 
	 	Section 17.01	Addresses and Notices	37
	 	 	 	 
	 	Section 17.02	Binding Effect	38
	 	 	 	 
	 	Section 17.03	Waiver	38
	 	 	 	 
	 	Section 17.04	Severability	38
	 	 	 	 
	 	Section 17.05	Authority	38
	 	 	 	 
	 	Section 17.06	Further Action	39
	 	 	 	 
	 	Section 17.07	Integration	39
	 	 	 	 
	 	Section 17.08	Construction	39
	 	 	 	 
	 	Section 17.09	No Double Recovery	39
	 	 	 	 
	 	Section 17.10	Counterparts	39
	 	 	 	 
	 	Section 17.11	Governing Law	40
	 	 	 	 
	 	Section 17.13	Amendment	40
	 	 	 	 
	 	Section 17.14	New IAC Subsidiaries	40
	 	 	 	 
	 	Section 17.15	Successors	40
	 	 	 	 
	 	Section 17.16	Injunctions	40



 






    	 	 	 



    	 



    




 


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.”


 


WHEREAS, IAC, New IAC, Valentine Merger
Sub LLC, a Delaware limited liability company and a wholly owned Subsidiary of IAC (“New Match Merger Sub”),
and Match Group, Inc., a Delaware corporation (“Match”), have entered into a Transaction Agreement, dated
as of December 19, 2019, as amended as of April 28, 2020 and June 22, 2020 and as further amended, modified or
supplemented from time to time through the date hereof (the “Transaction Agreement”), providing for the separation
of the New IAC Group from the New Match Group;


 


WHEREAS, pursuant to the terms of the Transaction
Agreement, among other things, IAC has taken or will take the following actions: (a) contribute the New IAC Assets to
New IAC and cause New IAC to assume the New IAC Liabilities, in actual or constructive exchange for the issuance by New IAC to
IAC of New IAC Common Stock, New IAC Class B Common Stock, and New IAC Voting Preferred Stock (as described in Exhibit 1.01
to the Transaction Agreement) (such contribution, the “Contribution”) and (b) effect the Distribution;


 


WHEREAS, for Federal Income Tax purposes,
it is intended that (a) the Distribution (together with the Contribution) shall qualify as a transaction that is generally
tax-free pursuant to Sections 355(a), 361 and 368(a)(1)(D) of the Code and (b) the Match Merger shall qualify as a “reorganization”
within the meaning of Section 368(a) of the Code;


 


WHEREAS, as of the date hereof, IAC
is the common parent of an affiliated group (as defined in Section 1504 of the Code) of corporations, including New IAC and
Match, which has elected to file consolidated Federal Income Tax Returns (the “IAC Affiliated Group”);


 


WHEREAS, in connection with the initial
public offering by Match of Match Common Stock, IAC and Match entered into a Tax Sharing Agreement, dated as of November 24,
2015 (such agreement, as it exists immediately prior to its termination pursuant to Section 11 hereof, the “Existing
Tax Sharing Agreement”), setting forth their agreement with respect to certain Tax matters;


 


WHEREAS, as a result of the Distribution,
New IAC and its subsidiaries will cease to be members of the IAC Affiliated Group (the “Deconsolidation”);


 


WHEREAS, the Parties desire to provide
for and agree upon the allocation between the Parties of liabilities for Taxes arising prior to, as a result of, and subsequent
to the Distribution, and to provide for and agree upon other matters relating to Taxes;


 


NOW THEREFORE, in consideration of the mutual agreements contained
herein, the Parties hereby agree as follows:


 


Section 1.          Definition
of Terms. For purposes of this Agreement (including the recitals hereof), the following terms have the following meanings,
and capitalized terms used but not otherwise defined herein shall have the meaning ascribed to them in the Transaction Agreement:


 






    	 	 	 



    	 



    

 


“Adjustment Request” shall mean any formal
or informal claim or request filed with any Tax Authority, or with any administrative agency or court, for the adjustment, refund,
or credit of Taxes, including (a) any amended Tax Return claiming adjustment to the Taxes as reported on the Tax Return or,
if applicable, as previously adjusted, (b) any claim for equitable recoupment or other offset, and (c) any claim for
refund or credit of Taxes previously paid.


 


“Affiliate” shall mean any entity that is
directly or indirectly “controlled” by either the Person in question or an Affiliate of such Person. “Control”
shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies
of a Person, whether through ownership of voting securities, by contract or otherwise. The term Affiliate shall refer to Affiliates
of a Person as determined immediately after the Distribution.


 


“Agreement” shall mean this Tax Matters
Agreement.


 


“Business Day” shall have the meaning set
forth in the Transaction Agreement.


 


“Built-in Change Loss” shall mean any Tax-Related
Losses arising from Committed Acquisitions that, taken together (and giving effect to any “acquisitions” of IAC stock
for purposes of Section 355(e) of the Code occurring at or before the Match Merger Effective Time and without giving
effect to any other “acquisitions” of IAC stock for purposes of Section 355(e) of the Code occurring after
the Match Merger Effective Time), would result in the “acquisition” of a Fifty-Percent or Greater Interest in IAC
as “part of a plan (or series of related transactions),” within the meaning of Section 355(e) of the Code
and the Treasury Regulations promulgated thereunder, that includes the Distribution.


 


“Capital Stock” shall mean all classes or
series of capital stock, including (a) common stock, (b) all options, warrants and other rights to acquire such capital
stock and (c) all instruments properly treated as stock for Federal Income Tax purposes.


 


“Code” shall mean the Internal Revenue Code
of 1986, as amended.


 


“Committed Acquisitions” shall mean all
acquisitions of IAC Capital Stock pursuant to any obligation to issue, exchange, or repurchase IAC Capital Stock, or any right
granted to any Person to acquire IAC Capital Stock, in each case pursuant to the terms, as in effect on the date hereof, of any
binding agreement entered into by a member of the IAC Group prior to the Match Merger Effective Time (whether on account of any
employee option plan, exchangeable debt instrument, hedging transaction or otherwise), as such terms may be adjusted to give effect
to the transactions contemplated by Articles II and III of the Transaction Agreement.


 


“Companies” and “Company”
shall have the meaning provided in the first sentence of this Agreement.


 


“Compensatory Equity Interests” shall have
the meaning set forth in Section 6.02(a)(i).


 


“Contribution” shall have the meaning provided
in the Recitals.


 






    	 	-2-	 



    	 



    

 


“Deconsolidation” shall have the meaning
provided in the Recitals.


 





“Deconsolidation Date” shall mean the date
on which the Mandatory Exchange Effective Time occurs (provided that, if the date on which the Match Merger Effective Time occurs
is after the Deconsolidation Date, then, solely for purposes of the allocation of liability pursuant to Section 2, the Match
Merger (and any other transactions occurring between the Mandatory Exchange Effective Time and the Match Merger Effective Time)
shall be deemed to have occurred on the Deconsolidation Date).


 


“DGCL” shall mean the Delaware General Corporation
Law.


 


“Distribution” shall mean (i) the issuance
of IAC Series 1 Mandatorily Exchangeable Preferred Stock and IAC Series 2 Mandatorily Exchangeable Preferred Stock pursuant
to the Reclassification, (ii) the redemption of IAC Series 1 Mandatorily Exchangeable Preferred Stock in exchange for
New IAC Common Stock and the redemption of IAC Series 2 Mandatorily Exchangeable Preferred Stock in exchange for New IAC
Class B Common Stock, in each case, pursuant to the Mandatory Exchange, and (iii) the exchange of Subsidiary-Held IAC
Securities for New IAC Voting Preferred Stock pursuant to the Subsidiary Exchange, taken together.


 


“Employee Matters Agreement” shall have
the meaning set forth in the Transaction Agreement.


 


“Federal Income Tax” shall mean any Tax
imposed by Subtitle A of the Code, and any interest, penalties, additions to tax, or additional amounts in respect of the foregoing.


 


“Federal Other Tax” shall mean any Tax imposed
by the federal government of the United States other than any Federal Income Taxes, and any interest, penalties, additions to
tax, or additional amounts in respect of the foregoing.


 


“Fifty-Percent or Greater Interest” shall
have the meaning ascribed to such term for purposes of Sections 355(d) and (e) of the Code.


 


“Final Determination” shall mean the final
resolution of liability for any Tax, which resolution may be for a specific issue or adjustment or for a Tax Period, (a) by
IRS Form 870 or 870-AD (or any successor forms thereto), on the date of acceptance by or on behalf of the taxpayer, or by
a comparable form under the laws of a State, local, or foreign taxing jurisdiction, except that a Form 870 or 870-AD or comparable
form shall not constitute a Final Determination to the extent that it reserves (whether by its terms or by operation of law) the
right of the taxpayer to file a claim for refund or the right of the Tax Authority to assert a further deficiency in respect of
such issue or adjustment or for such Tax Period (as the case may be); (b) by a decision, judgment, decree, or other order
by a court of competent jurisdiction, which has become final and unappealable; (c) by a closing agreement or accepted offer
in compromise under Section 7121 or 7122 of the Code, or a comparable agreement under the laws of a State, local, or foreign
taxing jurisdiction; (d) by any allowance of a refund or credit in respect of an overpayment Tax, but only after the expiration
of all Tax Periods during which such refund may be recovered (including by way of offset) by the jurisdiction imposing such Tax;
or (e) by any other final disposition, including by reason of the expiration of the applicable statute of limitations or
by mutual agreement of the Parties.


 






    	 	-3-	 



    	 



    

 


“Foreign Income Tax” shall mean any Tax
imposed by any foreign country or any possession of the United States, or by any political subdivision of any foreign country
or United States possession, which is an income tax as defined in Treasury Regulations Section 1.901-2, and any interest,
penalties, additions to tax, or additional amounts in respect of the foregoing.


 





“Foreign Other Tax” shall mean any Tax imposed
by any foreign country or any possession of the United States, or by any political subdivision of any foreign country or United
States possession, other than any Foreign Income Taxes, and any interest, penalties, additions to tax, or additional amounts in
respect of the foregoing.


 


“Foreign Tax” shall mean any Foreign Income
Taxes or Foreign Other Taxes.


 


“Former IAC Employee” shall have the meaning
set forth in the Employee Matters Agreement.


 


“Former Match Employee” shall have the meaning
set forth in the Employee Matters Agreement.


 


“Governmental Authority” shall have the
meaning set forth in the Transaction Agreement.


 


“Group” shall mean the IAC Group, the Match
Group, the New Match Group or the New IAC Group, or any combination thereof, as the context requires.


 


“IAC” shall have the meaning provided in
the first sentence of this Agreement, and references herein to IAC shall include any entity treated as a successor to IAC (including,
after the Match Merger Effective Time, New Match).


 


“IAC Adjustment” shall mean any proposed
adjustment by a Tax Authority or claim for refund asserted in a Tax Contest to the extent IAC would be exclusively liable for
any resulting Tax under this Agreement or exclusively entitled to receive any resulting Tax Benefit under this Agreement.


 


“IAC Affiliated Group” shall have the meaning
set forth in the Recitals.


 


“IAC Filing Date” shall have the meaning
set forth in Section 7.03(e)(ii)(A).


 


“IAC Employee” shall have the meaning set
forth in the Employee Matters Agreement.


 


“IAC Group” shall mean IAC and each Person
that is a Subsidiary of IAC immediately prior to the Reclassification Effective Time (other than any member of the Match Group).


 


“IAC Separate Return” shall mean any Separate
Return of any member of the IAC Group that is not a member of the New IAC Group.


 


“IAC Service Provider Option Deductions”
shall have the meaning set forth in Section 6.02(a)(ii).


 


“Income Tax” shall mean any Federal Income
Tax, State Income Tax or Foreign Income Tax.


 


“Information Liability” shall have the meaning
set forth in Section 7.03(a).


 






    	 	-4-	 



    	 



    

 


“IRS” shall mean the U.S. Internal Revenue
Service.


 





“Joint Adjustment” shall mean any proposed
adjustment by a Tax Authority or claim for refund asserted in a Tax Contest that is not a New IAC Adjustment or an IAC Adjustment.


 


“Joint Return” shall mean any Return of
a member of the IAC Group, New Match Group or New IAC Group that is not a Separate Return.


 


“Mandatory Exchange” shall have the meaning
set forth in the Transaction Agreement.


 


“Mandatory Exchange Effective Time” shall
have the meaning set forth in the Transaction Agreement.


 


“Match” shall have the meaning provided
in the Recitals, and references herein to Match shall include any entity treated as a successor to Match, including, after the
Match Merger Effective Time, New Match.


 


“Match Common Stock” shall have the meaning
set forth in the Transaction Agreement.


 


“Match Employee” shall have the meaning
set forth in the Employee Matters Agreement.


 


“Match Federal Consolidated Income Tax Sharing Payments”
shall have the meaning set forth in Section 2.02(a)(1)(A).


 


“Match Foreign Combined Income Tax Sharing Payments”
shall have the meaning set forth in Section 2.04(a)(1)(A).


 


“Match Group” shall mean Match and each
Person that is a Subsidiary of Match prior to the Reclassification Effective Time.


 


“Match Merger Effective Time” shall have
the meaning set forth in the Transaction Agreement.


 


“Match Merger-Related Losses” shall mean
(a) all federal, state, local and foreign Taxes imposed pursuant to any settlement, Final Determination, judgment or otherwise;
(b) all accounting, legal and other professional fees, and court costs incurred in connection with such Taxes; and (c) all
costs, expenses and damages associated with stockholder litigation or controversies and any amount paid by New Match (or any New
Match Affiliate) or New IAC (or any New IAC Affiliate) in respect of the liability of shareholders, whether paid to shareholders
or to the IRS or any other Governmental Authority, in each case, resulting from the failure of the Match Merger to qualify as
a “reorganization” within the meaning of Section 368(a) of the Code.


 


“Match Merger Tax Representation Letter”
shall have the meaning set forth in Section 7.03(d)(ii)(A).


 


“Match Stand-Alone Federal Other Taxes”
shall have the meaning set forth in Section 2.02(c)(i)(A).


 


“Match Stand-Alone Foreign Other Taxes”
shall have the meaning set forth in Section 2.04(c)(i)(A).


 






    	 	-5-	 



    	 



    

 


“Match Stand-Alone State Other Taxes” shall
have the meaning set forth in Section 2.03(c)(i)(A).


 





“Match State Combined Income Tax Sharing Payments”
shall have the meaning set forth in Section 2.03(a)(1)(A).


 


“Merger Tax Opinion” shall have the meaning
set forth in the Transaction Agreement


 


“Merger Tax Representation Letter” shall
have the meaning set forth in the Transaction Agreement.


 


“Mitigation Failure” shall mean a breach
by IAC of the covenant contained in Section 7.01(e).


 


“New IAC” shall have the meaning provided
in the first sentence of this Agreement, and references herein to New IAC shall include any entity treated as a successor to New
IAC.


 


“New IAC Active Trade or Business” shall
mean a trade or business actively conducted (as defined in Section 355(b)(2) of the Code and the Treasury Regulations
thereunder) immediately prior to and after the Distribution by New IAC and its “separate affiliated group” (as defined
in Section 355(b)(3)(B) of the Code) that satisfies Section 355(b) of the Code with respect to the Distribution.


 


“New IAC Adjustment” shall mean any proposed
adjustment by a Tax Authority or claim for refund asserted in a Tax Contest to the extent New IAC would be exclusively liable
for any resulting Tax under this Agreement or exclusively entitled to receive any resulting Tax Benefit under this Agreement.


 


“New IAC Affiliated Group” shall mean the
affiliated group (as defined in Section 1504 of the Code and the Treasury Regulations thereunder) of which New IAC is the
common parent.


 


“New IAC Assets” shall have the meaning
set forth in the Transaction Agreement.


 


“New IAC Carryback” shall mean any net operating
loss, net capital loss, excess tax credit, or other similar Tax item of any member of the New IAC Group that is a carryback from
one Tax Period to another prior Tax Period under the Code or other applicable Tax Law that is not made at the election of any
member of the New IAC Group.


 


“New IAC Class B Common Stock” shall
have the meaning set forth in the Transaction Agreement.


 


“New IAC Common Stock” shall have the meaning
set forth in the Transaction Agreement.


 


“New IAC Federal Consolidated Income Tax Return”
shall mean any Federal Income Tax Return for the New IAC Affiliated Group.


 


“New IAC Group” shall mean New IAC and each
Person that is a Subsidiary of New IAC after the Mandatory Exchange Effective Time.


 


“New IAC Filing Date” shall have the meaning
set forth in Section 7.03(e)(i)(A).


 


“New IAC Liabilities” shall have the meaning
set forth in the Transaction Agreement.


 






    	 	-6-	 



    	 



    




 


“New IAC Person” shall have the meaning
set forth in Section 7.02(d).


 


“New IAC Proposed Acquisition Transaction”
shall mean a Proposed Acquisition Transaction with respect to New IAC.


 


“New IAC Separate Return” shall mean any
Separate Return of New IAC or any member of the New IAC Group.


 


“New IAC Voting Preferred Stock” shall have
the meaning set forth in the Transaction Agreement.


 


“New Match” shall have the meaning provided
in the second sentence of this Agreement, and references herein to New Match shall include (a) any entity treated as a successor
to New Match and (b) any entity treated as a predecessor to New Match, including IAC.


 


“New Match Active Trade or Business” shall
mean a trade or business actively conducted (as defined in Section 355(b)(2) of the Code and the Treasury Regulations
thereunder) immediately prior to and after the Distribution by IAC and its “separate affiliated group” (as defined
in Section 355(b)(3)(B) of the Code) that satisfies Section 355(b) of the Code with respect to the Distribution.


 


“New Match Affiliated Group” shall mean
the affiliated group (as defined in Section 1504 of the Code and the Treasury Regulations thereunder) of which IAC or New
Match is the common parent.


 


“New Match Federal Consolidated Income Tax Return”
shall mean any Federal Income Tax Return for the New Match Affiliated Group.


 


“New Match Foreign Combined Income Tax Return”
shall mean a consolidated, combined or unitary or other similar Foreign Income Tax Return or any Foreign Income Tax Return with
respect to any profit and/or loss sharing group, group payment or similar group or fiscal unity that actually includes, by election
or otherwise, one or more members of the New Match Group together with one or more members of the New IAC Group.


 


“New Match Group” shall mean IAC and each
Person that is a Subsidiary of IAC after the Mandatory Exchange Effective Time.


 


“New Match Proposed Acquisition Transaction”
shall mean a Proposed Acquisition Transaction with respect to IAC.


 


“New Match Separate Return” shall mean any
Separate Return of New Match or any member of the New Match Group (other than any IAC Separate Return).


 


“New Match State Combined Income Tax Return”
shall mean a consolidated, combined or unitary Tax Return with respect to State Income Taxes that actually includes, by election
or otherwise, one or more members of the New Match Group and one or more members of the New IAC Group.


 






    	 	-7-	 



    	 



    

 


“New Match Tax Attribute” shall mean any
net operating loss or excess interest expense carryforward of the IAC Group as of immediately following the Mandatory Exchange
Effective Time, other than any such item generated by a member of the Match Group, to the extent attributable to a Pre-Deconsolidation
Period.


  


“Notified Action” shall have the meaning
set forth in Section 7.02(a).


 


“Option Value Allocation Ratio” shall have
the meaning set forth in the Transaction Agreement.


 


“Other Tax” shall mean any Federal Other
Tax, State Other Tax, or Foreign Other Tax.


 


“Parties” shall mean the parties to this
Agreement.


 


“Past Practices” shall have the meaning
set forth in Section 4.04(a).


 


“Payment Date” shall mean (a) with
respect to any New Match Federal Consolidated Income Tax Return, the due date for any required installment of estimated Taxes
determined under Section 6655 of the Code, the due date (determined without regard to extensions) for filing the Tax Return
determined under Section 6072 of the Code, and the date the Tax Return is filed, and (b) with respect to any other Tax
Return, the corresponding dates determined under applicable Tax Law.


 


“Payor” shall have the meaning set forth
in Section 5.02(a).


 


“Person” shall mean any individual, partnership,
corporation, limited liability company, association, joint stock company, trust, joint venture, unincorporated organization or
a Governmental Authority or any department, agency or political subdivision thereof, without regard to whether any entity is treated
as disregarded for Federal Income Tax purposes.


 


“Post-Deconsolidation Period” shall mean
any Tax Period beginning after the Deconsolidation Date, and, in the case of any Straddle Period, the portion of such Straddle
Period beginning the day after the Deconsolidation Date.


 


“Pre-Deconsolidation Period” shall mean
any Tax Period ending on or prior to the Deconsolidation Date, and, in the case of any Straddle Period, the portion of such Straddle
Period ending on the Deconsolidation Date.


 


“Prime Rate” shall have the meaning set
forth in the Transaction Agreement.


 


“Privilege” shall mean any privilege that
may be asserted under applicable law, including, any privilege arising under or relating to the attorney-client relationship (including
the attorney-client and work product privileges), the accountant-client privilege and any privilege relating to internal evaluation
processes.


 


“Proposed Acquisition Transaction” shall
mean, with respect to a Company, a transaction or series of transactions (or any agreement, understanding or arrangement, within
the meaning of Section 355(e) of the Code and Treasury Regulations Section 1.355-7, or any other Treasury Regulations
promulgated thereunder, to enter into a transaction or series of transactions), whether such transaction is supported by the management
or shareholders of such Company, is a hostile acquisition, or otherwise, as a result of which such Company would merge or consolidate
with any other Person or as a result of which any Person or Persons would (directly or indirectly) acquire, or have the right
to acquire, from such Company and/or one or more holders of outstanding shares of Capital Stock of such Company, a number of shares
of Capital Stock of such Company that would, when combined with any other changes in ownership of Capital Stock of such Company
pertinent for purposes of Section 355(e) of the Code, comprise 45% or more of (a) the value of all outstanding
shares of stock of such Company as of the date of such transaction, or in the case of a series of transactions, the date of the
last transaction of such series, or (b) the total combined voting power of all outstanding shares of voting stock of such
Company as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such
series. Notwithstanding the foregoing, a Proposed Acquisition Transaction shall not include (i) the adoption by such Company
of a shareholder rights plan or (ii) issuances by such Company that satisfy Safe Harbor VIII (relating to acquisitions in
connection with a person’s performance of services) or Safe Harbor IX (relating to acquisitions by a retirement plan of
an employer) of Treasury Regulations Section 1.355-7(d). For purposes of determining whether a transaction constitutes an
indirect acquisition, any recapitalization resulting in a shift of voting power or any redemption of shares of stock shall be
treated as an indirect acquisition of shares of stock by the non-exchanging shareholders. This definition and the application
thereof is intended to monitor compliance with Section 355(e) of the Code and shall be interpreted accordingly. Any
clarification of, or change in, the statute or Treasury Regulations promulgated under Section 355(e) of the Code shall
be incorporated into this definition and its interpretation.


 






    	 	-8-	 



    	 



    




 


“PTEP” shall mean any earnings and profits
of a foreign corporation that would be excluded from gross income pursuant to Section 959 of the Code.


 


“Reclassification” shall have the meaning
set forth in the Transaction Agreement.


 


“Reclassification Effective Time” shall
have the meaning set forth in the Transaction Agreement.


 


“Required Party” shall have the meaning
set forth in Section 5.02(a).


 


“Responsible Company” shall mean, with respect
to any Tax Return, the Company having responsibility for filing such Tax Return.


 


“Restriction Period” shall mean the period
beginning on the date hereof and ending on the two-year anniversary of the Distribution.


 


“Retention Date” shall have the meaning
set forth in Section 9.01.


 


“Section 336(e) Election” shall
have the meaning set forth in Section 7.04.


 


“Separate Return” shall mean (a) in
the case of any Tax Return of any member of the New IAC Group (including any consolidated, combined or unitary return), any such
Tax Return that does not include any member of the New Match Group, (b) in the case of any Tax Return of any member of the
New Match Group (including any consolidated, combined or unitary return), any such Tax Return that does not include any member
of the New IAC Group, and (c) in the case of any Tax Return of any member of the IAC Group (including any consolidated, combined
or unitary return), any such Tax Return that does not include any member of the Match Group.


 






    	 	-9-	 



    	 



    




 


“Specified Committed Acquisitions” shall
have the meaning set forth on Schedule 1 hereto.


 


“State Income Tax” shall mean any Tax imposed
by any State of the United States (or by any political subdivision of any such State) or the District of Columbia, or any city
or municipality located therein, which is imposed on or measured by net income, including state and local franchise or similar
Taxes measured by net income, and any interest, penalties, additions to tax, or additional amounts in respect of the foregoing.


 


“State Other Tax” shall mean any Tax imposed
by any State of the United States (or by any political subdivision of any such State) or the District of Columbia, or any city
or municipality located therein, other than any State Income Taxes, and any interest, penalties, additions to tax, or additional
amounts in respect of the foregoing.


 


“Straddle Period” shall mean any Tax Period
that begins on or before and ends after the Deconsolidation Date.


 


“Subsidiary Exchange” shall have the meaning
set forth in the Transaction Agreement.


 


“Subsidiary-Held IAC Securities” shall have
the meaning set forth in the Transaction Agreement.


 


“Tax” or “Taxes” shall
mean any income, gross income, gross receipts, profits, capital stock, franchise, withholding, payroll, social security, workers
compensation, unemployment, disability, property, ad valorem, stamp, excise, severance, occupation, service, sales, use,
license, lease, transfer, import, export, value added, alternative minimum, estimated or other tax (including any fee, assessment,
or other charge in the nature of or in lieu of any tax) imposed by any Governmental Authority or political subdivision thereof,
and any interest, penalties, additions to tax, or additional amounts in respect of the foregoing.


 


“Tax Advisor” shall mean any Tax counsel
or accountant of recognized national standing in the United States.


 


“Tax Advisor Dispute” shall have the meaning
set forth in Section 14.


 


“Tax Attribute” shall mean a net operating
loss, net capital loss, unused investment credit, unused foreign tax credit, excess charitable contribution, general business
credit or any other Tax Item that could reduce a Tax.


 


“Tax Authority” shall mean, with respect
to any Tax, the Governmental Authority or political subdivision thereof that imposes such Tax, and the agency (if any) charged
with the collection of such Tax for such entity or subdivision.


 


“Tax Benefit” shall mean any reduction in
liability for Tax as a result of any loss, deduction, refund, credit, or other item reducing Taxes otherwise payable.


 






    	 	-10-	 



    	 



    

 


“Tax Contest” shall mean an audit, review,
examination, assessment or any other administrative or judicial proceeding with the purpose or effect of redetermining Taxes (including
any administrative or judicial review of any claim for refund).


 


“Tax-Free Status” shall mean, with respect
to the Distribution (taken together with the Contribution), the qualification thereof (a) as a transaction described in Section 368(a)(1)(D) and
Section 355(a) of the Code, (b) as a transaction in which the stock distributed thereby is “qualified property”
for purposes of Sections 355(c)(2) and 361(c)(2) of the Code and (c) as a transaction in which IAC, New IAC, and
the members of their respective Groups (as relevant) recognize no income or gain for Federal Income Tax purposes pursuant to Sections
355, 361 and 1032 of the Code, other than intercompany items or excess loss accounts taken into account pursuant to the Treasury
Regulations promulgated pursuant to Section 1502 of the Code.


 


“Tax Item” shall mean, with respect to any
Income Tax, any item of income, gain, loss, deduction, or credit.


 


“Tax Law” shall mean the law of any Governmental
Authority or political subdivision thereof relating to any Tax.


 


“Tax Opinion” shall mean each opinion of
a Tax Advisor delivered to IAC or New IAC in connection with, and regarding the Federal Income Tax treatment of, the Distribution
(taken together with the Contribution).


 


“Tax Period” shall mean, with respect to
any Tax, the period for which the Tax is reported as provided under the Code or other applicable Tax Law.


 


“Tax Records” shall mean any Tax Returns,
Tax Return workpapers, documentation relating to any Tax Contests, and any other books of account or records (whether or not in
written, electronic or other tangible or intangible forms and whether or not stored on electronic or any other medium) required
to be maintained under the Code or other applicable Tax Laws or under any record retention agreement with any Tax Authority.


 


“Tax-Related Losses” shall mean (a) all
federal, state, local and foreign Taxes imposed pursuant to any settlement, Final Determination, judgment or otherwise; (b) all
accounting, legal and other professional fees, and court costs incurred in connection with such Taxes; and (c) all costs,
expenses and damages associated with stockholder litigation or controversies and any amount paid by IAC (or any IAC Affiliate)
or New IAC (or any New IAC Affiliate) in respect of the liability of shareholders, whether paid to shareholders or to the IRS
or any other Governmental Authority, in each case, resulting from the failure of the Distribution (taken together with the Contribution)
to have Tax-Free Status.


 


“Tax Return” or “Return”
shall mean any report of Taxes due, any claim for refund of Taxes paid, any information return with respect to Taxes, or any other
similar report, statement, declaration, or document filed or required to be filed under the Code or other Tax Law, including any
attachments, exhibits, or other materials submitted with any of the foregoing, and including any amendments or supplements to
any of the foregoing.


 


“Transaction Agreement” shall have the meaning
set forth in the Recitals.


 






    	 	-11-	 



    	 



    

 


“Transaction-Related Tax Contest” shall
mean any Tax Contest in which the IRS, another Tax Authority or any other Person asserts a position that could reasonably be expected
to adversely affect (a) the Tax-Free Status of the Distribution (taken together with the Contribution) or (b) the qualification
of the Match Merger as a “reorganization” within the meaning of Section 368(a) of the Code.


  


“Transactions” shall mean the Contribution,
the Distribution and the other transactions contemplated by the Transaction Agreement (including the transactions contemplated
by Exhibit 1.01 to the Transaction Agreement, but excluding the Match Merger).


 


“Treasury Regulations” shall mean the regulations
promulgated from time to time under the Code as in effect for the relevant Tax Period.


 


“Unqualified Tax Opinion” shall mean an
unqualified opinion of a Tax Advisor on which IAC and New IAC may rely to the effect that a transaction will not (a) affect
the Tax-Free Status of the Distribution (taken together with the Contribution) or (b) adversely affect any of the conclusions
set forth in any Tax Opinion regarding the Tax-Free Status of the Distribution (taken together with the Contribution); provided,
that any Tax opinion obtained in connection with a Proposed Acquisition Transaction with respect to New IAC or IAC entered into
during the Restriction Period shall not qualify as an Unqualified Tax Opinion unless such Tax opinion concludes that such proposed
acquisition will not be treated as “part of a plan (or series of related transactions),” within the meaning of Section 355(e) of
the Code and the Treasury Regulations promulgated thereunder, that includes the Distribution. Any such opinion must assume that
the Distribution (taken together with the Contribution) would have qualified for Tax-Free Status if the transaction in question
did not occur.


 


Section 2.          Allocation
of Tax Liabilities.


 


Section 2.01     General
Rule.


 


(a) New
IAC Liability. New IAC shall be liable for, and shall indemnify and hold harmless the New Match Group from and against any
liability for, Taxes that are allocated to New IAC under this Section 2.


 


(b) IAC
Liability. IAC shall be liable for, and shall indemnify and hold harmless the New IAC Group from and against any liability
for, Taxes that are allocated to IAC under this Section 2.


 


(c) Coordination with Transaction
Agreement. The Parties shall make appropriate adjustments to the amounts otherwise allocated to New IAC or IAC pursuant to
this Section 2 to account for any cash treated as a New Match Asset (as defined in the Transaction Agreement) pursuant to
clause (ii)(E)(x) of the definition of such term.


 


Section 2.02     Allocation
of United States Federal Income Tax and Federal Other Tax. Except as otherwise provided in Section 2.05, Federal Income
Tax and Federal Other Tax shall be allocated as follows:


 






    	 	-12-	 



    	 



    

 


(a) Allocation
of Tax Relating to New Match Federal Consolidated Income Tax Returns. With respect to any New Match Federal Consolidated Income
Tax Return (i) for any Pre-Deconsolidation Period, (A) New IAC shall be responsible for any and all Federal Income Taxes
due or required to be reported on any such Tax Return (including any increase in such Tax as a result of a Final Determination)
reduced by any amounts in respect of such Federal Income Taxes for which Match is or would be responsible with respect to such
period pursuant to the Existing Tax Sharing Agreement (without giving effect to the termination thereof pursuant to Section 11
hereof) (“Match Federal Consolidated Income Tax Sharing Payments”), and (B) IAC shall be responsible for
any and all Match Federal Consolidated Income Tax Sharing Payments (including any increase thereof as a result of a Final Determination);
and (ii) for any Post-Deconsolidation Period, IAC shall be responsible for any and all Federal Income Taxes due or required
to be reported on any such Tax Return (including any increase in such Tax as a result of a Final Determination). For purposes
of calculating Match Federal Consolidated Income Tax Sharing Payments, (x) Section 2(c)(iv) of the Existing Tax
Sharing Agreement shall not apply and (y) with respect to any increase or decrease in the Tax liability reflected on any
New Match Federal Consolidated Income Tax Return for any Pre-Deconsolidation Period (or portion thereof) that ends prior to the
date of the IPO (as defined in the Existing Tax Sharing Agreement) as a result of a Final Determination with respect to such New
Match Federal Consolidated Income Tax Return for such Tax Period, the portion of such increase or decrease that is allocable to
IAC hereunder shall be the amount of such increase or decrease for which the members of the Match Group would have been liable
on a hypothetical stand-alone basis.





 


(b)  Allocation
of Tax Relating to Federal Separate Income Tax Returns. (i) New IAC shall be responsible for any and all Federal Income
Taxes due with respect to or required to be reported on any (A) New IAC Separate Return or (B) IAC Separate Return for
any Pre-Deconsolidation Period; and (ii) IAC shall be responsible for any and all Federal Income Taxes due with respect to
or required to be reported on any (A) New Match Separate Return or (B) IAC Separate Return for any Post-Deconsolidation
Period; in each case, including any increase in such Tax as a result of a Final Determination.


 


(c)  Allocation
of Federal Other Tax. (i) New IAC shall be responsible for any and all Federal Other Taxes due with respect to or required
to be reported on any (A) Joint Return for any Pre-Deconsolidation Period, other than any such Federal Other Taxes for which
any member of the Match Group would have been liable on a hypothetical stand-alone basis (“Match Stand-Alone Federal
Other Taxes”), (B) New IAC Separate Return or (C) IAC Separate Return for any Pre-Deconsolidation Period;
and (ii) IAC shall be responsible for any and all (A) Match Stand-Alone Federal Other Taxes and (B) Federal Other
Taxes due with respect to or required to be reported on any (1) Joint Return for any Post-Deconsolidation Period, (2) New
Match Separate Return or (3) IAC Separate Return for any Post-Deconsolidation Period; in each case, including any increase
in such Tax as a result of a Final Determination.


 


Section 2.03     Allocation
of State Income and State Other Taxes. Except as otherwise provided in Section 2.05,
State Income Tax and State Other Tax shall be allocated as follows:


 


(a)  Allocation
of Tax Relating to New Match State Combined Income Tax Returns. With respect to any New Match State Combined Income Tax Return
(i) for any Pre-Deconsolidation Period, (A) New IAC shall be responsible for any and all State Income Taxes due or required
to be reported on any such Tax Return (including any increase in such Tax as a result of a Final Determination) reduced by any
amounts in respect of such State Income Taxes for which Match is or would be responsible with respect to such period pursuant
to the Existing Tax Sharing Agreement (without giving effect to the termination thereof pursuant to Section 11 hereof) (“Match
State Combined Income Tax Sharing Payments”), and (B) IAC shall be responsible for any and all Match State Combined
Income Tax Sharing Payments (including any increase thereof as a result of a Final Determination); and (ii) for any Post-Deconsolidation
Period, IAC shall be responsible for any and all State Income Taxes due or required to be reported on any such Tax Return
(including any increase in such Tax as a result of a Final Determination). For purposes of calculating Match State Combined Income
Tax Sharing Payments, (x) Section 2(c)(iv) of the Existing Tax Sharing Agreement shall not apply and (y) with
respect to any increase or decrease in the Tax liability reflected on any New Match State Combined Income Tax Return for any Pre-Deconsolidation
Period (or portion thereof) that ends prior to the date of the IPO (as defined in the Existing Tax Sharing Agreement) as a result
of a Final Determination with respect to such New Match State Combined Income Tax Return for such Tax Period, the portion of such
increase or decrease that is allocable to IAC hereunder shall be the amount of such increase or decrease for which the members
of the Match Group would have been liable on a hypothetical stand-alone basis.


 






    	 	-13-	 



    	 



    




 


(b)  Allocation
of Tax Relating to State Separate Income Tax Returns. (i) New IAC shall be responsible
for any and all State Income Taxes due with respect to or required to be reported on any (A) New IAC Separate Return or (B) IAC
Separate Return for any Pre-Deconsolidation Period; and (ii) IAC shall be responsible for any and all State Income Taxes
due with respect to or required to be reported on any (A) New Match Separate Return or (B) IAC Separate Return for any
Post-Deconsolidation Period; in each case, including any increase in such Tax as a result of a Final Determination.


 


(c) Allocation
of State Other Tax. (i) New IAC shall be responsible for any and all State Other Taxes due with respect to or required
to be reported on any (A) Joint Return for any Pre-Deconsolidation Period, other than any such State Other Taxes for which
any member of the Match Group would have been liable on a hypothetical stand-alone basis (“Match Stand-Alone State Other
Taxes”), (B) New IAC Separate Return or (C) IAC Separate Return for any Pre-Deconsolidation Period; and (ii) IAC
shall be responsible for any and all (A) Match Stand-Alone State Other Taxes and (B) State Other Taxes due with respect
to or required to be reported on any (1) Joint Return for any Post-Deconsolidation Period, (2) New Match Separate Return
or (3) IAC Separate Return for any Post-Deconsolidation Period; in each case, including any increase in such Tax as a result
of a Final Determination.


 


Section 2.04     Allocation
of Foreign Taxes. Except as otherwise provided in Section 2.05, Foreign Income Tax
and Foreign Other Tax shall be allocated as follows:


 


(a)  Allocation
of Tax Relating to New Match Foreign Combined Income Tax Returns. With respect to any New Match Foreign Combined Income Tax
Return (i) for any Pre-Deconsolidation Period, (A) New IAC shall be responsible for any and all Foreign Income Taxes
due or required to be reported on any such Tax Return (including any increase in such Tax as a result of a Final Determination)
reduced by any amounts in respect of such Foreign Income Taxes for which Match is or would be responsible with respect to such
period pursuant to the Existing Tax Sharing Agreement (without giving effect to the termination thereof pursuant to Section 11
hereof) (“Match Foreign Combined Income Tax Sharing Payments”), and (B) IAC shall be responsible for any
and all Match Foreign Combined Income Tax Sharing Payments (including any increase thereof as a result of a Final Determination);
and (ii) for any Post-Deconsolidation Period, IAC shall be responsible for any and all Foreign Income Taxes due or required
to be reported on any such Tax Return (including any increase in such Tax as a result of a Final Determination). For purposes
of calculating Match Foreign Combined Income Tax Sharing Payments, (x) Section 2(c)(iv) of the Existing Tax Sharing
Agreement shall not apply and (y) with respect to any increase or decrease in the Tax liability reflected on any New Match
Foreign Combined Income Tax Return for any Pre-Deconsolidation Period (or portion thereof) that ends prior to the date of the
IPO (as defined in the Existing Tax Sharing Agreement) as a result of a Final Determination with respect to such New Match Foreign
Combined Income Tax Return for such Tax Period, the portion of such increase or decrease that is allocable to IAC hereunder shall
be the amount of such increase or decrease for which the members of the Match Group would have been liable on a hypothetical stand-alone
basis.


 






    	 	-14-	 



    	 



    




 


(b) Allocation of Tax Relating
to Foreign Separate Income Tax Returns. (i) New IAC shall be responsible for any and all Foreign Income Taxes due with
respect to or required to be reported on any (A) New IAC Separate Return or (B) IAC Separate Return for any Pre-Deconsolidation
Period; and (ii) IAC shall be responsible for any and all Foreign Income Taxes due with respect to or required to be reported
on any (A) New Match Separate Return or (B) IAC Separate Return for any Post-Deconsolidation Period; in each case, including
any increase in such Tax as a result of a Final Determination.


 


(c) Allocation
of Foreign Other Tax. (i) New IAC shall be responsible for any and all Foreign Other Taxes due with respect to or required
to be reported on any (A) Joint Return for any Pre-Deconsolidation Period, other than any such Foreign Other Taxes for which
any member of the Match Group would have been liable on a hypothetical stand-alone basis (“Match Stand-Alone Foreign
Other Taxes”), (B) New IAC Separate Return or (C) IAC Separate Return for any Pre-Deconsolidation Period;
and (ii) IAC shall be responsible for any and all (A) Match Stand-Alone Foreign Other Taxes and (B) Foreign Other
Taxes due with respect to or required to be reported on any (1) Joint Return for any Post-Deconsolidation Period, (2) New
Match Separate Return or (3) IAC Separate Return for any Post-Deconsolidation Period; in each case, including any increase
in such Tax as a result of a Final Determination.


 


Section 2.05     Certain
Transaction and Other Taxes


 


(a) New
IAC Liability. New IAC shall be liable for, and shall indemnify and hold harmless the New Match Group from and against any
liability for:


 


(i)   any
stamp, sales and use, gross receipts, value-added, goods and services or other similar transfer Taxes (for the avoidance of doubt,
excluding any Income Taxes) imposed by any Tax Authority on any member of the New IAC Group or the New Match Group on the transfers
occurring pursuant to any transactions contemplated by Article I or II of the Transaction Agreement;


 


(ii)  any
Tax (other than Tax-Related Losses or Match Merger-Related Losses) resulting from a breach by IAC (prior to the Match Merger Effective
Time) or New IAC of any covenant made by such Party in this Agreement, the Transaction Agreement, or any Ancillary Agreement;
and


 






    	 	-15-	 



    	 



    

 


(iii) any
Tax-Related Losses or Match Merger-Related Losses, in each case, for which New IAC is responsible pursuant to Section 7.03.





 


The amounts for which New IAC is liable pursuant to Section 2.05(a)(i) and
(ii) shall include all accounting, legal, and other professional fees and court costs incurred in connection with the relevant
Taxes.


 


(b)  IAC
Liability. IAC shall be liable for, and shall indemnify and hold harmless the New IAC Group from and against any liability
for:


 


(i)  any
Tax (other than Tax-Related Losses or Match Merger-Related Losses) resulting from a breach by New Match of any covenant made by
IAC or Match in this Agreement, the Transaction Agreement, or any Ancillary Agreement; and


 


(ii)  any
Tax-Related Losses or Match Merger-Related Losses, in each case, for which New Match is responsible pursuant to Section 7.03.


 


The amounts for which IAC is liable pursuant to Section 2.05(b)(i) shall
include all accounting, legal, and other professional fees and court costs incurred in connection with the relevant Taxes.


 


Section 3.          Proration
of Taxes for Straddle Periods.


 


(a)  General
Method of Proration. In the case of any Straddle Period, Tax Items shall be apportioned between Pre-Deconsolidation Periods
and Post-Deconsolidation Periods in accordance with the principles of Treasury Regulations Section 1.1502-76(b). With respect
to the New Match Federal Consolidated Income Tax Return for the taxable year that includes the Distribution, New IAC may direct
IAC to make a ratable allocation election under Treasury Regulations Section 1.1502-76(b)(2)(ii) with respect to New
IAC, provided, that such election (i) would not reduce the New Match Tax Attributes to amounts less than the amounts set
forth on Schedule 2 hereto and (ii) would not reasonably be expected to result in an adverse Tax consequence that is material
to any member of the New Match Group, which adverse Tax consequence would not have been reasonably expected to occur in the absence
of such ratable allocation election. Subject to the foregoing proviso clause, if so directed, IAC shall, and shall cause
each member of the New Match Affiliated Group to, take all actions necessary to give effect to such election.


 


(b)  Extraordinary
Item. In determining the apportionment of Tax Items between Pre-Deconsolidation Periods and Post-Deconsolidation Periods,
any Tax Items relating to the Transactions or the Match Merger shall be treated as extraordinary items described in Treasury Regulations
Section 1.1502-76(b)(2)(ii)(C) and shall (to the extent arising on or prior to the Deconsolidation Date) be allocated
to the Pre-Deconsolidation Period, and any Taxes related to such items shall be treated under Treasury Regulations Section 1.1502-76(b)(2)(iv) as
relating to such extraordinary item and shall (to the extent arising on or prior to the Deconsolidation Date) be allocated to
the Pre-Deconsolidation Period.


 






    	 	-16-	 



    	 



    

 


Section 4.          Preparation
and Filing of Tax Returns.





 


Section 4.01     General.
Except as otherwise provided in this Section 4, Tax Returns shall be prepared and filed when due (taking into account extensions)
by the Person obligated to file such Tax Returns under the Code or applicable Tax Law. The Companies shall, and shall cause their
respective Affiliates to, provide assistance and cooperation to one another in accordance with Section 8 with respect to
the preparation and filing of Tax Returns (including by providing information required to be provided pursuant to Section 8).


 


Section 4.02     IAC’s
Responsibility. Subject to Section 4.06, IAC has the exclusive obligation and right to prepare and file, or to cause
to be prepared and filed:


 


(a)  New
Match Federal Consolidated Income Tax Returns for any Tax Periods ending before, on or after the Deconsolidation Date;


 


(b)  New
Match State Combined Income Tax Returns, New Match Foreign Combined Income Tax Returns and any other Joint Returns required to
be filed by IAC or any member of the New Match Group (determined in accordance with Section 4.05), in each case, for any
Tax Periods ending before, on or after the Deconsolidation Date; and


 


(c)  New
Match Separate Returns and IAC Separate Returns, in each case, for any Tax Periods ending before, on or after the Deconsolidation
Date.


 


Section 4.03     New
IAC’s Responsibility. New IAC shall prepare and file, or shall cause to be prepared and filed, all Tax Returns required
to be filed by or with respect to members of the New IAC Group other than those Tax Returns that IAC is required or entitled to
prepare and file under Section 4.02. The Tax Returns required to be prepared and filed by New IAC under this Section 4.03
shall include any (a) New IAC Federal Consolidated Income Tax Return and (b) New IAC Separate Return.


 


Section 4.04     Tax
Accounting Practices.


 


(a)  General
Rule. Except as otherwise provided in Section 4.04(b), with respect to any Tax Return for any Tax Period that includes
a Pre-Deconsolidation Period, such Tax Return shall be prepared in accordance with past practices, accounting methods, elections
or conventions (“Past Practices”) used with respect to the Tax Returns in question (including, with respect
to the decision whether any Affiliate shall join in the filing of any Joint Return), except to the extent not permitted by applicable
Tax Laws.


 


(b)  Reporting
of Transactions. Except to the extent otherwise required (x) by a change in applicable law or (y) as a result of
a Final Determination, neither New IAC nor IAC shall (and neither shall permit or cause any member of its respective Group (including,
with respect to IAC, any member of the New Match Group) to) take any position that is inconsistent with the treatment of the Distribution
(together with the Contribution) as having Tax-Free Status (or analogous status under state or local law) or the Match Merger
qualifying as a “reorganization” within the meaning of Section 368(a) of the Code (or analogous status under
state or local law).


 






    	 	-17-	 



    	 



    

 


Section 4.05     Consolidated
or Combined Tax Returns. IAC and New IAC will elect and join, and will cause their respective Affiliates to elect and join,
in filing any New Match State Combined Income Tax Returns and any Joint Returns, in each case, (x) required to be filed in
accordance with Section 4.04(a) or by applicable Law or (y) that IAC and New IAC otherwise agree to file.





 


Section 4.06     Right
to Review Tax Returns.


 


(a)  General.
The Company that has responsibility for preparing and filing any material Tax Return under this Agreement shall make such Tax
Return (or the relevant portions thereof) and related workpapers available for review by the other Company to the extent the other
Company (i) is or would reasonably be expected to be liable for Taxes reflected on such Tax Return, (ii) is or would
reasonably be expected to be liable for any additional Taxes owing as a result of adjustments to the amount of such Taxes reported
on such Tax Return, (iii) has or would reasonably be expected to have a claim for Tax Benefits under this Agreement in respect
of items reflected on such Tax Return, or (iv) reasonably requires such documents to confirm compliance with the terms of
this Agreement; provided, however, that, except for portions of such Tax Returns reflecting the items or otherwise
containing the information described in the preceding clauses (iii) or (iv), (x) IAC shall not be required to make available
any New Match Separate Tax Return for any Tax Period that begins after the Deconsolidation Date for review by New IAC and (y) New
IAC shall not be required to make available any New IAC Separate Tax Return for any Tax Period that begins after the Deconsolidation
Date for review by IAC. The Company that has responsibility for preparing and filing such Tax Return under this Agreement shall
use reasonable efforts to make such Tax Return (or the relevant portions thereof) and related workpapers available for review
as required under this paragraph sufficiently in advance of (but in any event at least thirty (30) days (or, in the case of Tax
Returns that are not Income Tax Returns, such shorter period as is reasonable taking into account the Tax Period and the nature
of the relevant Tax Return or other relevant circumstances) prior to) the due date for filing of such Tax Return to provide the
requesting Party with a meaningful opportunity to review and comment on such Tax Return and shall consider such comments in good
faith. The Parties shall attempt in good faith to resolve any material disagreement arising out of the review of such Tax Return
and, failing such resolution, any material disagreement shall be resolved in accordance with the provisions of Section 14
as promptly as practicable.


 


(b)  Pre-Deconsolidation
Tax Returns. Notwithstanding anything to the contrary herein:


 


(i)    With
respect to any (x) Tax Return required to be prepared by IAC pursuant to Section 4.02(a) or (b) or (y) IAC
Separate Return required to be prepared by IAC pursuant to Section 4.02(c), in each case, with respect to any Tax Period
that includes a Pre-Deconsolidation Period (each, a “Pre-Deconsolidation Tax Return”), IAC shall deliver
to New IAC for its review, comment, and approval (which approval shall not be unreasonably withheld, conditioned, or delayed)
a copy of such Pre-Deconsolidation Tax Return at least thirty (30) days (or, in the case of Tax Returns that are not Income Tax
Returns, such shorter period as is reasonable taking into account the Tax Period and the nature of the relevant Tax Return or
other relevant circumstances) prior to the due date thereof (taking into account any extensions). IAC shall revise such Pre-Deconsolidation
Tax Return to reflect any comments received from New IAC not later than fifteen (15) days (or, in the case of Tax Returns that
are not Income Tax Returns, such shorter period as is reasonable taking into account the Tax Period and the nature of the relevant
Tax Return or other relevant circumstances) before the due date thereof (taking into account any extensions) to the extent (i) such
comments (A) relate to New IAC, any other member of the New IAC Group or any member of the IAC Group, or (B) otherwise
affect Taxes for which New IAC is responsible under Section 2, (ii) there is at least a “more likely than not”
basis for such positions and (iii) such comments would not reasonably be expected to result in an adverse Tax consequence
that is material to any member of the New Match Group. In the event of any disagreement with respect to any such Pre-Deconsolidation
Tax Return, IAC and New IAC shall cooperate in good faith to resolve such disagreement and, if IAC and New IAC are unable
to reach resolution, they shall promptly cause a jointly retained nationally recognized independent accounting firm selected jointly
by IAC and New IAC (the “Independent Accounting Firm”) to resolve such disagreement in accordance with the
terms of this Agreement within a reasonable time, taking into account the deadline for filing such Pre-Deconsolidation Tax Return.
IAC shall revise such Pre-Deconsolidation Tax Return to reflect any agreement reached between IAC and New IAC and, if applicable,
any such resolution of the Independent Accounting Firm, and shall deliver a revised Pre-Deconsolidation Tax Return to New IAC
at least five (5) days before the due date therefor (taking into account extensions) (or such shorter period as is reasonable
taking into account the Tax Period and the nature of the relevant Pre-Deconsolidation Tax Return). Any determination of the Independent
Accounting Firm pursuant to this Section 4.06(b)(i) shall be binding upon the Parties without further adjustment. The
costs, fees, and expenses of the Independent Accounting Firm shall be borne equally by IAC and New IAC.


 






    	 	-18-	 



    	 



    




 


(ii)  Except
to the extent otherwise required pursuant to a Final Determination, neither IAC nor New IAC shall (nor shall either permit any
of its Affiliates to) amend or revoke any Tax Return for any Tax Period that includes any Pre-Deconsolidation Period (or any notification
or election relating thereto) without the prior written consent of the other Company (such consent not to be unreasonably withheld,
conditioned, or delayed). At New IAC’s request and at New IAC’s cost and expense, unless the filing of such amended
Tax Return would reduce any New Match Tax Attribute or would reasonably be expected to result in an adverse Tax consequence that
is material to any member of the New Match Group, IAC shall file, or cause to be filed, amended Pre-Deconsolidation Tax Returns
(which Tax Returns shall be prepared in a manner consistent with Section 4.06(b)(i)).


 


(c)  Execution
of Returns Prepared by Other Party. In the case of any Tax Return that is required to
be prepared by one Company under this Agreement and that is required by law to be signed by another Company (or by its authorized
representative), the Company that is legally required to sign such Tax Return shall not be required to sign such Tax Return under
this Agreement unless there is at least a “more likely than not” basis (or comparable standard under state, local
or foreign law) for the Tax treatment of each material item reported on the Tax Return.


 


Section 4.07     New
IAC Carrybacks and Claims for Refund. New IAC shall cause the members of the New IAC
Group to carry forward, where permitted by applicable Law, any item of loss, deduction or credit which arises in any Tax Period
ending after the Deconsolidation Date. If such item is not permitted by applicable Law to be carried forward into any Tax Period
beginning after the Deconsolidation Date, at New IAC’s cost and expense, an Adjustment Request with respect to a Joint Return
shall be filed to claim in any Tax Period that ends on or before or includes the Deconsolidation Date with respect to any Joint
Return any New IAC Carryback arising in a Post-Deconsolidation Period, and such Adjustment Request shall be prepared and filed
by the Responsible Company with respect to the Tax Return to be adjusted, in accordance with the provisions of this Section 4.


  






    	 	-19-	 



    	 



    

 


Section 4.08     Apportionment
of Earnings and Profits and Tax Attributes.


 


(a) If the IAC Affiliated Group
has a Tax Attribute, the portion, if any, of such Tax Attribute apportioned to New IAC or any member of the New IAC Group and
treated as a carryover to the first Post-Deconsolidation Period of New IAC (or such member) shall be determined by New IAC in
accordance with Treasury Regulations Sections 1.1502-21, 1.1502-21T, 1.1502-22, 1.1502-79 and, if applicable, 1.1502-79A; provided
that New IAC shall not make any election with respect to the apportionment of Tax Attributes that would reduce the New Match
Tax Attributes to amounts less than the amounts set forth on Schedule 2 hereto.


 


(b) New IAC shall be entitled
to determine the portion, if any, of any Tax Attribute, other than those described in Section 4.08(a), with respect to any
consolidated, combined or unitary State or Foreign Income Tax, in each case, arising in respect of a Joint Return which shall
be apportioned to New IAC or any member of the New IAC Group, in accordance with applicable law.


 


(c) New IAC shall use commercially
reasonable efforts to determine or cause its designee to determine the portion, if any, of any Tax Attribute that (absent a Final
Determination to the contrary) shall be apportioned to New IAC or any member of the New IAC Group in accordance with this Section 4.08
and applicable law and the amount of Tax basis and earnings and profits (including, for the avoidance of doubt, PTEP) to be apportioned
to New IAC or any member of the New IAC Group in accordance with this Section 4.08 and applicable law, and shall provide
written notice of the calculation thereof to IAC for its review and comment as soon as reasonably practicable after New IAC or
its designee prepares such calculation. In the event of any disagreement regarding the accuracy or compliance with applicable
law of any such calculation, IAC and New IAC shall cooperate in good faith to resolve such disagreement and, if IAC and New
IAC are unable to reach resolution, they shall promptly cause the Independent Accounting Firm to resolve such disagreement in
accordance with the terms of this Agreement within a reasonable time. New IAC shall revise such written notice to reflect any
agreement reached between IAC and New IAC and, if applicable, any such resolution of the Independent Accounting Firm, and shall
deliver a revised written notice to New IAC at least five (5) days before the due date (taking into account extensions) for
the applicable Tax Return. Any determination of the Independent Accounting Firm pursuant to this Section 4.08(c) shall
be binding upon the Parties without further adjustment. The costs, fees, and expenses of the Independent Accounting Firm shall
be borne equally by IAC and New IAC.


 


(d) Any written notice delivered
by New IAC pursuant to Section 4.08(c) shall be binding on IAC and each member of the New Match Group and on New IAC
and each member of the New IAC Group. Except to the extent otherwise required by a change in applicable law or pursuant to a Final
Determination, neither IAC nor New IAC shall take any position (whether on a Tax Return or otherwise) that is inconsistent with
the information contained in any such written notice.


 






    	 	-20-	 



    	 



    

 


Section 5.          Tax
Payments.


 


Section 5.01     Payment
of Taxes with Respect to Tax Returns. Subject to Section 5.02, (a) the Responsible
Company with respect to any Tax Return shall pay any Tax required to be paid to the applicable Tax Authority on or before the
relevant Payment Date, and (b) in the case of any adjustment pursuant to a Final Determination with respect to any Tax Return,
the Responsible Company shall pay to the applicable Tax Authority when due any additional Tax due with respect to such Tax Return
required to be paid as a result of such adjustment pursuant to a Final Determination.


 


Section 5.02     Indemnification
Payments.


 


(a)  If
any Company (the “Payor”) is required pursuant to Section 5.01 (or otherwise under applicable Tax Law)
to pay to a Tax Authority a Tax for which another Company (the “Required Party”) is liable, in whole or in
part, under this Agreement, the Required Party shall reimburse the Payor within 15 days of delivery by the Payor to the Required
Party of an invoice for the amount due from the Required Party, accompanied by evidence of payment and a statement detailing the
Taxes paid and describing in reasonable detail the particulars relating thereto. If the amount to be paid by the Required Party
pursuant to this Section 5.02 is in excess of $5 million, then the Required Party shall pay the Payor no later than the later
of (i) seven Business Days after delivery by the Payor to the Required Party of an invoice for the amount due, accompanied
by a statement detailing the Taxes required to be paid and describing in reasonable detail the particulars relating thereto and
(ii) three Business Days prior to the due date for the payment of such Tax.


 


(b)  All
indemnification payments under this Agreement shall be made by IAC directly to New IAC and by New IAC directly to IAC; provided,
however, that if the Companies mutually agree with respect to any such indemnification payment, (i) any member of the
New Match Group may make such indemnification payment to any member of the New IAC Group and (ii) any member of the New IAC
Group may make such indemnification payment to any member of the New Match Group.


 


Section 6.          Tax
Benefits.


 


Section 6.01     Tax
Benefits.


 


(a)  Except
as set forth below, (i) New IAC shall be entitled to any refund (and any interest thereon received from the applicable Tax
Authority) of Income Taxes and Other Taxes for which New IAC is liable hereunder, (ii) IAC shall be entitled to any refund
(and any interest thereon received from the applicable Tax Authority) of Income Taxes and Other Taxes for which IAC is liable
hereunder, and (iii) a Company receiving a refund to which another Company is entitled hereunder in whole or in part shall
pay over such refund (or portion thereof), net of cost (including Taxes) resulting therefrom, to such other Company within 30
days after such refund is received; it being understood that, with respect to any refund (or any interest thereon received from
the applicable Tax Authority) of Taxes for which both Companies are liable under Section 7.03(c), each Company shall be entitled
to the portion of such refund (or interest thereon) that reflects its proportionate liability for such Taxes.


 






    	 	-21-	 



    	 



    

 


(b)  If
(i) a member of the New Match Group actually realizes in cash any Tax Benefit as a result of an adjustment pursuant to a
Final Determination or reporting required by clause (x) or clause (y) of Section 4.04(b), in each case, that increases
Taxes for which a member of the New IAC Group is liable hereunder (or reduces any Tax Attribute of a member of the New IAC Group)
and such Tax Benefit would not have arisen but for such adjustment or reporting (determined on a “with and without”
basis), or (ii) a member of the New IAC Group actually realizes in cash any Tax Benefit as a result of an adjustment pursuant
to a Final Determination or reporting required by clause (x) or clause (y) of Section 4.04(b), in each case, that
increases Taxes for which a member of the New Match Group is liable hereunder (or reduces any Tax Attribute of a member of the
New Match Group) and such Tax Benefit would not have arisen but for such adjustment or reporting (determined on a “with
and without” basis), then, IAC or New IAC, as the case may be, shall make a payment to New IAC or IAC, as appropriate,
within 30 days following such actual realization of the Tax Benefit, in an amount equal to such Tax Benefit actually realized
in cash (including any Tax Benefit actually realized as a result of the payment); provided, however, that no Company (or
any Affiliates of any Company) shall be obligated to make a payment otherwise required pursuant to this Section 6.01(b) to
the extent making such payment would place such Company (or any of its Affiliates) in a less favorable net after-Tax position
than such Company (or such Affiliate) would have been in if the relevant Tax Benefit had not been realized. If a Company or one
of its Affiliates pays over any amount pursuant to the preceding sentence and such Tax Benefit is subsequently disallowed or adjusted,
the Parties shall promptly make appropriate payments (including in respect of any interest paid or imposed by any Tax Authority)
to reflect such disallowance or adjustment.


 


(c)  No
later than 30 days after a Tax Benefit described in Section 6.01(b) is actually realized in cash by a member of the
New IAC Group or a member of the New Match Group, New IAC (if a member of the New IAC Group actually realizes such Tax Benefit)
or IAC (if a member of the New Match Group actually realizes such Tax Benefit) shall provide the other Company with a written
calculation of the amount payable to such other Company by New IAC or IAC pursuant to this Section 6. In the event that New
IAC or IAC disagrees with any such calculation described in this Section 6.01(c), New IAC or IAC shall so notify the other
Company in writing within 30 days of receiving the written calculation set forth above in this Section 6.01(c). New IAC and
IAC shall endeavor in good faith to resolve such disagreement, and, failing that, the amount payable under this Section 6
shall be determined in accordance with the provisions of Section 14 as promptly as practicable.


 


(d)  New
IAC shall be entitled to any refund that is attributable to, and would not have arisen but for, a New IAC Carryback pursuant to
Section 4.07. Any such payment of such refund made by IAC to New IAC pursuant to this Section 6.01(d) shall be
recalculated in light of any Final Determination (or any other facts that may arise or come to light after such payment is made,
such as a carryback of a New Match Group Tax Attribute to a Tax Period in respect of which such refund is received) that would
affect the amount to which New IAC is entitled, and an appropriate adjusting payment shall be made by New IAC to IAC such that
the aggregate amount paid pursuant to this Section 6.01(d) equals such recalculated amount.


 


(e)  If
(i) as a result of an adjustment pursuant to a Final Determination, any New Match Tax Attribute is utilized to reduce Taxes
for a Pre-Deconsolidation Period for which a member of the New IAC Group would otherwise be liable hereunder, (ii) such reduction
in Taxes would not have arisen but for such adjustment (determined on a “with and without” basis), and (iii) the
amount of Taxes payable by any member of the New Match Group for a Post-Deconsolidation Period exceeds the amount of Taxes that
otherwise would have been payable by such member of the New Match Group for such Post-Deconsolidation Period absent such utilization
(determined on a “with and without” basis), then New IAC shall indemnify and hold the members of the New Match Group
harmless from and against any such excess Tax liability, as, if, and when such Taxes are actually incurred.


 






    	 	-22-	 



    	 



    




 


Section 6.02     New
IAC and IAC Income Tax Deductions in Respect of Certain Equity Awards and Incentive Compensation.


 


(a) Allocation of Deductions.


 


(i) To the extent permitted by applicable
law, Income Tax deductions arising by reason of exercises of options or vesting or settlement of restricted stock units,
in each case, following the Distribution, with respect to New IAC stock or IAC stock (such options and restricted stock units,
collectively, “Compensatory Equity Interests”) held by any Person shall be claimed (A) in the case of
an IAC Employee or Former IAC Employee, solely by the New IAC Group, (B) in the case of a Match Employee or Former Match
Employee, solely by the New Match Group, and (C) in the case of a non-employee director (solely with respect to Compensatory
Equity Interests received in his or her capacity as a director), by the Company for which the director serves as a director following
the Distribution (provided, that in the case of any director who serves on the board of directors of both New IAC and IAC,
each Company shall be entitled only to the deductions arising in respect of such Compensatory Equity Interests denominated in
its own stock).


 


(ii) To the extent that, notwithstanding
the allocation set forth in Section 6.02(a)(i), (A) the New IAC Group is not entitled to claim any Income Tax deductions
arising by reason of exercises of IAC Service Provider Options (“IAC Service Provider Option Deductions”),
(B) IAC, or any member of the New Match Group, is entitled to claim such IAC Service Provider Option Deductions, and (C) IAC
(or such member of the New Match Group) actually realizes in cash any Tax Benefit as a result of such IAC Service Provider Option
Deduction (and such Tax Benefit would not have arisen but for such IAC Service Provider Option Deduction, determined on a “with
and without” basis), then, IAC shall claim such Income Tax deduction and shall make a payment to New IAC within 30
days following the actual realization of such Tax Benefit, in an amount equal to the Tax Benefit actually realized in cash. If
IAC pays over any amount pursuant to the preceding sentence and such Tax Benefit is subsequently disallowed or adjusted, the Parties
shall promptly make appropriate payments (including in respect of any interest paid or imposed by any Tax Authority) to reflect
such disallowance or adjustment.


 


(b) Withholding and Reporting.
Each Company entitled to claim the Tax deductions described in Section 6.02(a)(i) with respect to Compensatory Equity
Interests shall be responsible for all applicable Taxes (including, but not limited to, withholding and excise Taxes) and shall
satisfy, or shall cause to be satisfied, all applicable Tax reporting obligations with respect to such Compensatory Equity Interests;
provided, however, that the issuing corporation shall promptly remit to the applicable Company that is entitled to claim
the relevant Tax deductions described in Section 6.02(a)(i) an amount of cash equal to any withholding or other Taxes
for which the holder of the Compensatory Equity Interest is responsible under the terms of the relevant plan or grant (regardless
of whether such amounts (x) are collected from the holder of the Compensatory Equity Interest by way of cash payment or “sell-to-cover”
exercises or (y) reduce the number of shares to be issued as a result of “net settlement”).


 






    	 	-23-	 



    	 



    




 


Section 7.     Tax-Free
Status.


 


Section 7.01          Restrictions
on New IAC and IAC.


 


(a)  Each
of New IAC and IAC agrees that it will not take or fail to take, and will not cause or permit any of its respective Affiliates
to take or fail to take, any action where such action or failure to act would be inconsistent with or cause to be untrue any covenant
or representation of such Party in this Agreement, the Transaction Agreement or any of the Ancillary Agreements. Each of New IAC
and IAC agrees that it will not take or fail to take, and will not cause or permit any of its respective Affiliates to take or
fail to take, any action where such action or failure to act would, or could reasonably be expected to, prevent (i) Tax-Free
Status or (ii) the qualification of the Match Merger as a “reorganization” within the meaning of Section 368(a).


 


(b)  New
IAC agrees that, from the date hereof until the first day after the Restriction Period, it will (and will cause its “separate
affiliated group” (as defined in Section 355(b)(3)(B) of the Code) to) (i) maintain the active conduct (as
defined in Section 355(b)(2) of the Code and the Treasury Regulations promulgated thereunder) of a New IAC Active Trade
or Business and (ii) not engage in any transaction that would result in it ceasing to be engaged in such New IAC Active Trade
or Business for purposes of Section 355(b)(2) of the Code.


 


(c)  IAC
agrees that, from the date hereof until the first day after the Restriction Period, it will (and will cause its “separate
affiliated group” (as defined in Section 355(b)(3)(B) of the Code) to) (i) maintain the active conduct (as
defined in Section 355(b)(2) of the Code and the Treasury Regulations promulgated thereunder) of a New Match Active
Trade or Business and (ii) not engage in any transaction that would result in it ceasing to be engaged in such New Match
Active Trade or Business for purposes of Section 355(b)(2) of the Code.


 


(d)


 


(i)  New
IAC agrees that, from the date hereof until the first day after the Restriction Period, it will not:


 


(A) enter into any New IAC
Proposed Acquisition Transaction or, to the extent New IAC has the right to prohibit any New IAC Proposed Acquisition Transaction,
permit any New IAC Proposed Acquisition Transaction to occur (whether by (1) redeeming rights under a shareholder rights
plan, (2) finding a tender offer to be a “permitted offer” under any such plan or otherwise causing any such
plan to be inapplicable or neutralized with respect to any New IAC Proposed Acquisition Transaction, or (3) approving any
New IAC Proposed Acquisition Transaction, whether for purposes of Section 203 of the DGCL or any similar corporate statute,
any “fair price” or other provision of New IAC’s charter or bylaws or otherwise),


 






    	 	-24-	 



    	 



    

 


(B) merge or consolidate with
any other Person or liquidate or partially liquidate,





 


(C) redeem or otherwise repurchase
(directly or through a New IAC Affiliate) any New IAC Capital Stock, or rights to acquire New IAC Capital Stock, except to the
extent such repurchases satisfy Section 4.05(1)(b) of Revenue Procedure 96-30 (as in effect prior to the amendment by
Revenue Procedure 2003-48),


 


(D) amend
its certificate of incorporation (or other organizational documents), or take any other action, whether through a stockholder
vote or otherwise, affecting the voting rights of New IAC Capital Stock (including, without limitation, through the conversion
of one class of New IAC Capital Stock into another class of New IAC Capital Stock), or


 


(E) take any other action
or actions (including any action or transaction that would be reasonably likely to be inconsistent with any Tax Opinion) that,
in the aggregate (and taking into account any other transactions described in this subparagraph (d)(i)), would be reasonably likely
to have the effect of causing or permitting one or more persons to acquire, directly or indirectly, Capital Stock representing
a Fifty-Percent or Greater Interest in New IAC or otherwise jeopardize the Tax-Free Status of the Distribution,


 


unless, in each case, prior to taking any such action set forth
in the foregoing clauses (A) through (E), (x) New IAC shall have requested that IAC obtain a private letter ruling (or,
if applicable, a supplemental private letter ruling) from the IRS and/or any other applicable Tax Authority in accordance with
Section 7.02(b) and (c) to the effect that such transaction will not affect the Tax-Free Status of the Distribution
(taken together with the Contribution), and IAC shall have received such a private letter ruling in form and substance satisfactory
to IAC in its reasonable discretion (and in determining whether a private letter ruling is satisfactory, IAC may consider,
among other factors, the appropriateness of any underlying assumptions and management’s representations made in connection
with such private letter ruling), (y) New IAC shall have provided IAC with an Unqualified Tax Opinion in form and substance
satisfactory to IAC in its reasonable discretion (and in determining whether an opinion is satisfactory, IAC may consider,
among other factors, the appropriateness of any underlying assumptions and management’s representations if used as a basis
for the opinion) or (z) IAC shall have waived the requirement to obtain such private letter ruling or Unqualified Tax Opinion.


 


(ii) IAC
agrees that except for any Committed Acquisitions, from the date hereof until the first day after the Restriction Period, it will
not:


 


(A) enter into any New Match
Proposed Acquisition Transaction or, to the extent IAC has the right to prohibit any New Match Proposed Acquisition Transaction,
permit any New Match Proposed Acquisition Transaction to occur (whether by (1) redeeming rights under a shareholder rights
plan, (2) finding a tender offer to be a “permitted offer” under any such plan or otherwise causing any such
plan to be inapplicable or neutralized with respect to any New Match Proposed Acquisition Transaction, or (3) approving any
New Match Proposed Acquisition Transaction, whether for purposes of Section 203 of the DGCL or any similar corporate statute,
any “fair price” or other provision of IAC’s charter or bylaws or otherwise),


 






    	 	-25-	 



    	 



    




 


(B) merge or consolidate with
any other Person (other than the Match Merger) or liquidate or partially liquidate,


 


(C) redeem or otherwise repurchase
(directly or through an IAC Affiliate) any IAC Capital Stock, or rights to acquire IAC Capital Stock, except to the extent such
repurchases satisfy Section 4.05(1)(b) of Revenue Procedure 96-30 (as in effect prior to the amendment by Revenue Procedure
2003-48),


 


(D) amend
its certificate of incorporation (or other organizational documents), or take any other action, whether through a stockholder
vote or otherwise, affecting the voting rights of IAC Capital Stock (including, without limitation, through the conversion of
one class of IAC Capital Stock into another class of IAC Capital Stock), or


 


(E) take any other action
or actions (including any action or transaction that would be reasonably likely to be inconsistent with any Tax Opinion) that,
in the aggregate (and taking into account any other transactions described in this subparagraph (d)(ii)), would be reasonably
likely to have the effect of causing or permitting one or more persons to acquire, directly or indirectly, Capital Stock representing
a Fifty-Percent or Greater Interest in IAC or otherwise jeopardize the Tax-Free Status of the Distribution,


 


unless, in each case, prior to taking any such action set forth
in the foregoing clauses (A) through (E), (x) IAC shall have obtained a private letter ruling (or, if applicable, a
supplemental private letter ruling) from the IRS and/or any other applicable Tax Authority in accordance with Section 7.02(b) and
(c) to the effect that such transaction will not affect the Tax-Free Status of the Distribution (taken together with the
Contribution), and IAC, shall have received such a private letter ruling in form and substance satisfactory to New IAC in its
reasonable discretion (and in determining whether a private letter ruling is satisfactory, New IAC may consider, among other factors,
the appropriateness of any underlying assumptions and management’s representations made in connection with such private
letter ruling), (y) IAC shall have provided New IAC with an Unqualified Tax Opinion in form and substance satisfactory to
New IAC in its reasonable discretion (and in determining whether an opinion is satisfactory, New IAC may consider, among other
factors, the appropriateness of any underlying assumptions (other than assumptions pursuant to Section 7.02(d)) and management’s
representations if used as a basis for the opinion) or (z) New IAC shall have waived the requirement to obtain such private
letter ruling or Unqualified Tax Opinion.


 


(iii)  Nothing
in Section 7.01(a) shall prohibit IAC or any IAC Affiliate from undertaking a Committed Acquisition in accordance with
its terms. The requirements in Section 7.01(d)(ii) shall not apply to a Committed Acquisition, but any Committed Acquisition
shall be taken into account for purposes of determining compliance with Section 7.01(d)(ii) with respect to an acquisition
that is not a Committed Acquisition.


 






    	 	-26-	 



    	 



    

 


(e)  If there is a change in
Law (including IRS published guidance on which taxpayers may rely) occurring after the date of the Transaction Agreement that
adversely affects the tax treatment of a Specified Committed Acquisition for purposes of Section 355(e) of the Code, IAC
agrees that (i) reasonably in advance of effecting, or causing any member of the New Match Group to effect, such Specified
Committed Acquisition, IAC shall (A) provide New IAC written notice of such Specified Committed Acquisition and (B) consult
with New IAC, including by providing any information that New IAC may reasonably request with respect to such Specified Committed
Acquisition and the impact thereof on the Tax-Free Status of the Distribution at New IAC’s cost and expense and (ii) to
the extent that (A) New IAC notifies in writing IAC of its determination, based on the information provided pursuant to clause
(i) (and any other relevant information available at such time), that cash settlement of the relevant right or obligation
under such Specified Committed Acquisition is reasonably required to avoid a Built-in Change Loss and (B) IAC or the applicable
IAC Affiliate is permitted to do so under the terms of such right or obligation, IAC shall settle or extinguish (or cause
to be settled or extinguished) such right or obligation by using cash (and not shares of IAC Capital Stock), unless New IAC otherwise
consents in writing.


 


Section 7.02     Procedures
Regarding Opinions and Rulings.


 


(a)  If
New IAC or IAC (such Company, the “Requesting Company”) notifies IAC or New IAC, respectively (such company,
the “Consenting Company”) that it desires to take one of the actions described in clauses (A) through
(E) of Section 7.01(d)(i) or (ii), as applicable (a “Notified Action”), the Consenting Company
and the Requesting Company shall reasonably cooperate to attempt to obtain the private letter ruling or Unqualified Tax Opinion
referred to in Section 7.01(d)(i) or (ii), as applicable, unless the Consenting Company shall have waived the requirement
to obtain such private letter ruling or Unqualified Tax Opinion.


 


(b)  Rulings
or Unqualified Tax Opinions at the Requesting Company’s Request. At the reasonable request of the Requesting Company
pursuant to Section 7.01(d)(i) or (ii), as applicable, the Consenting Company shall cooperate with the Requesting Company
and the Companies shall use reasonable best efforts to seek to obtain, as expeditiously as possible, a private letter ruling from
the IRS (or if applicable, a supplemental private letter ruling) or an Unqualified Tax Opinion for the purpose of permitting the
Requesting Company to take the Notified Action. Further, in no event shall any request for a private letter ruling be filed under
this Section 7.02(b) unless the Requesting Company represents that (i) it has reviewed the request for such private
letter ruling, and (ii) all information and representations, if any, relating to any member of the relevant Company Group,
contained in the related documents are (subject to any qualifications therein) true, correct and complete; provided, that
the Consenting Company shall not be required to make (or cause any of its Affiliates to make) any representation or covenant that
is inconsistent with historical facts or as to future matters or events over which it has no control). The Requesting Company
shall be responsible for all reasonable costs and expenses incurred by any Company (or the members of its Group) in obtaining
a private letter ruling or Unqualified Tax Opinion requested by the Requesting Company and shall reimburse such other Company
within 15 Business Days after receiving an invoice from such other Company therefor.


 






    	 	-27-	 



    	 



    

 


(c)  Ruling
Process Control. In connection with obtaining a private letter ruling pursuant to Section 7.02(b), the Requesting Company
(i) shall have control over the process of obtaining such private letter ruling, (ii) shall keep the Consenting Company
informed in a timely manner of all material actions taken or proposed to be taken by the Requesting Company in connection therewith;
(iii) (A) reasonably in advance of the submission of any related private letter ruling documents provide the Consenting
Company with a draft copy thereof, (B) reasonably consider the Consenting Company’s comments on such draft copy, and
(C) provide the Consenting Company with a final copy; and (iv) shall provide the Consenting Company with notice reasonably
in advance of, and the Consenting Company shall have the right to attend, any formally scheduled meetings with the IRS (subject
to the approval of the IRS) that relate to such private letter ruling. The Consenting Company shall execute and deliver to the
Requesting Company any power of attorney or other similar document reasonably requested by the Requesting Company in connection
with the process of obtaining a private letter ruling. Subject to Section 7.02(b), neither IAC, New IAC nor any of their
respective directly or indirectly controlled Affiliates shall seek any guidance from the IRS or any other Tax Authority (whether
written, verbal or otherwise) at any time concerning any Transaction that is the subject of a Tax Opinion (including the impact
of any transaction on any of the foregoing) without the other Company’s prior written consent.


 


(d)  New
IAC hereby represents, and for purposes of this Agreement, IAC and its Subsidiaries may assume, that: (i) as of immediately
after the consummation of the Match Merger and the IAC Class M Equity Offering, the aggregate percentage of IAC Capital Stock
(not taking into account overlapping share ownership), by vote and value, that may not be accorded safe harbor treatment pursuant
to Treasury Regulations Section 1.355-7(d) does not exceed the percentage(s) set forth on Schedule 3 hereto (which
shall be delivered by New IAC to IAC as promptly as reasonably practicable following the Match Merger Effective Time), and (ii) Compensatory
Equity Interests denominated in IAC stock immediately prior to the Mandatory Exchange Effective Time were issued to persons in
connection with the performance of services as an employee, director or independent contractor for IAC or its subsidiaries. In
the event New IAC determines in good faith that any information described on Schedule 3 is inaccurate, it shall promptly provide
IAC with a revised Schedule 3, together with supporting information in reasonable detail and, following IAC’s receipt of
such revised Schedule 3, IAC and its Subsidiaries may no longer assume, on a prospective basis, that any information set
forth on the earlier Schedule 3 remains accurate, but may assume that the information set forth on the revised Schedule 3 is accurate.
New IAC covenants that, in connection with matters relevant to Section 355(e) of the Code, upon reasonable request by
IAC, it will, and will use commercially reasonable efforts to cause its employees and other relevant persons (“New IAC
Persons”) to, promptly provide written information to IAC and its representatives regarding the existence (or absence)
of any “agreement, understanding, arrangement or substantial negotiations” (as those terms are defined in Treasury
Regulations Section 1.355-7(h)) during the two-year period preceding the Mandatory Exchange Effective Time regarding any
acquisition of IAC Capital Stock between such New IAC Persons, on the one hand, and any Person or Persons identified by IAC to
New IAC, on the other hand; provided, that IAC shall use commercially reasonable efforts to obtain such information also
from the Person or Persons so identified by IAC. For purposes of this Agreement, provided IAC complied with its obligation pursuant
to this Section 7.02(d), IAC may rely on the accuracy of the information provided by New IAC pursuant to this Section 7.02(d) absent
actual knowledge to the contrary.


 






    	 	-28-	 



    	 



    

 


Section 7.03     Liability
for Tax-Related Losses and Match Merger-Related Losses.





 


(a) Notwithstanding
anything in this Agreement or the Transaction Agreement to the contrary, subject to Section 7.03(c), IAC shall be responsible
for, and shall indemnify and hold harmless New IAC and its Affiliates and each of their officers, directors and employees from
and against, 100% of any Tax-Related Losses that are attributable to or result from any one or more of the following: (i) the
acquisition, after the Match Merger Effective Time, of all or a portion of IAC’s Capital Stock (excluding, for the avoidance
of doubt, shares of IAC Class M Common Stock issued pursuant to the Match Merger or pursuant to the IAC Class M Equity
Offering) and/or its or its subsidiaries’ assets by any means whatsoever by any Person, (ii) any action or failure
to act by IAC or any IAC Affiliate (including any member of the New Match Group) after the Match Merger Effective Time (including,
without limitation, any amendment to IAC’s certificate of incorporation (or other organizational documents), whether through
a stockholder vote or otherwise) affecting the voting rights of IAC Capital Stock (including, without limitation, through the
conversion of one class of IAC Capital Stock into another class of IAC Capital Stock), and (iii) any act or failure to act
or breach of any covenant by IAC or any IAC Affiliate (including any member of the New Match Group), in each case, after the Match
Merger Effective Time and described in Section 7.01 (regardless whether such act or failure to act is covered by a private
letter ruling, Unqualified Tax Opinion or waiver described in clause (x), (y) or (z) of Section 7.01(d)(ii)); provided
that, notwithstanding anything to the contrary contained in this Agreement, IAC shall not be responsible for, and shall
bear no liability under this Agreement for (A) any Built-in Change Loss not attributable to a Mitigation Failure or (B) any
Tax-Related Losses attributable to or resulting from any acquisition, after the Match Merger Effective Time, of IAC Capital Stock
that would not have been incurred had the representation made, or any information provided by New IAC to IAC, in each case, pursuant
to Section 7.02(d) and on which IAC was entitled to rely at the time of the relevant acquisition been accurate (together
with any Built-in Change Loss not attributable to a Mitigation Failure, the “Information Liability”).


 


(b) Notwithstanding
anything in this Agreement or the Transaction Agreement to the contrary, subject to Section 7.03(c), New IAC shall be responsible
for, and shall indemnify and hold harmless IAC and its Affiliates and each of their officers, directors and employees from and
against, 100% of any Tax-Related Losses that are attributable to or result from any one or more of the following: (i) the
acquisition, after the Distribution, of all or a portion of New IAC’s Capital Stock and/or its or its subsidiaries’
assets by any means whatsoever by any Person, (ii) any action or failure to act by New IAC or any New IAC Affiliate (including
any member of the New IAC Group) after the Distribution (including, without limitation, any amendment to New IAC’s certificate
of incorporation (or other organizational documents), whether through a stockholder vote or otherwise) affecting the voting rights
of New IAC Capital Stock (including, without limitation, through the conversion of one class of New IAC Capital Stock into another
class of New IAC Capital Stock), (iii) any act or failure to act or breach of any covenant by New IAC or any New IAC Affiliate
(including any member of the New IAC Group), in each case, described in Section 7.01 (regardless whether such act or failure
to act is covered by a private letter ruling, Unqualified Tax Opinion or waiver described in clause (x), (y) or (z) of
Section 7.01(d)(i)), and (iv) the Information Liability.


 






    	 	-29-	 



    	 



    

 


(c) To the extent that any
Tax-Related Loss is subject to indemnity under both Sections 7.03(a) and (b), responsibility for such Tax-Related Loss
shall be shared by IAC and New IAC, as applicable, according to relative fault.





 


(d) Non-Fault-Based
Tax-Related Losses and Match Merger-Related Losses. New IAC shall be liable for, and shall indemnify and hold harmless the
New Match Group from and against any liability for any (i) Tax-Related Losses, except to the extent such Tax-Related Loss
is a Tax-Related Loss for which IAC is responsible pursuant to Section 7.03(a) or 7.03(c), and any (ii) Match Merger-Related
Losses, except to the extent attributable to or resulting from (A) the inaccuracy of any representation (or breach of any
covenant) made by Match in Part I of the Merger Tax Representation Letter delivered by Match pursuant to Section 7.13(c) of
the Transaction Agreement (the “Match Merger Tax Representation Letter”) or (B) any act or failure to
act by IAC or any IAC Affiliate (including any member of the New Match Group) after the Match Merger Effective Time described
in Section 7.01 (it being understood that, in the case of any Match Merger-Related Losses described in Section 7.03(d)(ii)(A) or
(B), IAC shall be liable for, and shall indemnify and hold harmless the New IAC Group from and against, any liability for
such Match Merger-Related Losses).


 


(e) Notwithstanding
any other provision of this Agreement or the Transaction Agreement to the contrary:


 


(i)  IAC
shall pay New IAC the amount for which IAC has an indemnification obligation under this Section 7.03: (A) in the case
of Tax-Related Losses described in clause (a) of the definition of Tax-Related Losses, no later than the later of (x) seven
Business Days after delivery by New IAC to IAC of an invoice for the amount of such Tax-Related Losses or (y) three Business
Days prior to the date New IAC files, or causes to be filed, the applicable Tax Return for the year of the relevant transaction,
as applicable (the “New IAC Filing Date”) (provided, that if such Tax-Related Losses arise pursuant
to a Final Determination described in clause (a), (b) or (c) of the definition of “Final Determination,”
then IAC shall pay New IAC no later than the later of (x) seven Business Days after delivery by New IAC to IAC of an invoice
for the amount of such Tax-Related Losses or (y) three Business Days prior to the date for making payment with respect to
such Final Determination) and (B) in the case of Tax-Related Losses described in clause (b) or (c) of the definition
of Tax-Related Losses, no later than the later of (x) seven Business Days after delivery by New IAC to IAC of an invoice
for the amount of such Tax-Related Losses or (y) two Business Days after the date New IAC pays such Tax-Related Losses.


 


(ii) New
IAC shall pay IAC the amount for which New IAC has an indemnification obligation under this Section 7.03: (A) in the
case of Tax-Related Losses described in clause (a) of the definition of Tax-Related Losses, no later than the later of (x) seven
Business Days after delivery by IAC to New IAC of an invoice for the amount of such Tax-Related Losses or (y) three Business
Days prior to the date IAC files, or causes to be filed, the applicable Tax Return for the year of the relevant transaction, as
applicable (the “IAC Filing Date”) (provided, that if such Tax-Related Losses arise pursuant to a Final
Determination described in clause (a), (b) or (c) of the definition of “Final Determination,” then New IAC
shall pay IAC no later the later of (x) seven Business Days after delivery by IAC to New IAC of an invoice for the amount
of such Tax-Related Losses or (y) three Business Days prior to the date for making payment with respect to such Final Determination);
and (B) in the case of Tax-Related Losses described in clause (b) or (c) of the definition of Tax-Related Losses,
no later than the later of (x) seven Business Days after delivery by IAC to New IAC of an invoice for the amount of such
Tax-Related Losses or (y) two Business Days after the date IAC pays such Tax-Related Losses.


 






    	 	-30-	 



    	 



    




 


The principles of this Section 7.03(e) shall apply,
mutatis mutandis, to payments in respect of Match Merger-Related Losses.


 


Section 7.04     Section 336(e) Election.
 If IAC and New IAC determine that one or more protective elections under Section 336(e) of
the Code (each, a “Section 336(e) Election”) shall be made with respect to the Distribution, IAC
and New IAC shall join in the making of such election and shall take any action reasonably necessary to give effect to any such
election (including making any other related election). If a Section 336(e) Election is made with respect to the Distribution,
then this Agreement shall be amended in such a manner as is determined by IAC and New IAC in good faith to take into account such
Section 336(e) Election(s), including by requiring that, in the event (i) the Contribution or the Distribution
fails to have Tax-Free Status and (ii) a Company (or such Company’s Group) that does not have exclusive responsibility
pursuant to this Agreement for Tax-Related Losses arising from such failure actually realizes in cash a Tax Benefit from the step-up
in Tax basis resulting from the relevant Section 336(e) Election(s), such Company shall pay over to the Company that
has exclusive responsibility pursuant to this Agreement for such Tax-Related Losses any such Tax Benefits realized (provided,
that, if such Tax-Related Losses are Taxes for which more than one Company is liable under Section 7.03(c), the Company that
actually realizes in cash the Tax Benefit resulting from the relevant Section 336(e) Election shall pay over to the
other Company responsible for such Taxes the percentage of any such Tax Benefits realized that corresponds to such other Company’s
percentage share of such Tax-Related Losses).


 


Section 8.          Assistance
and Cooperation.


 


Section 8.01     Assistance
and Cooperation.


 


(a) Each
of the Companies shall provide (and shall cause its Affiliates to provide) the other Companies and their respective agents, including
accounting firms and legal counsel, with such cooperation or information as they may reasonably request in connection with (i) preparing
and filing Tax Returns, (ii) determining the liability for and amount of any Taxes due (including estimated Taxes) or the
right to and amount of any refund of Taxes, (iii) examinations of Tax Returns, and (iv) any administrative or judicial
proceeding in respect of Taxes assessed or proposed to be assessed. Such cooperation shall include making available, upon reasonable
notice, all information and documents in their possession relating to the other Company and its Affiliates as provided in Section 9.
Each of the Companies shall also make available to the other Company, as reasonably requested and available, personnel (including
employees and agents of the Company or its Affiliates) responsible for preparing, maintaining, and interpreting information and
documents relevant to Taxes.


 


(b) Any
information or documents provided under this Section 8 or Section 9 shall be kept confidential by the Company receiving
the information or documents, except as may otherwise be necessary in connection with the filing of Tax Returns or in connection
with any administrative or judicial proceedings relating to Taxes. Notwithstanding any other provision of this Agreement or any
other agreement, in no event shall any of the Companies or any of their respective Affiliates be required to provide the other
Companies or any of their respective Affiliates or any other Person access to or copies of any information if such action could
reasonably be expected to result in the waiver of any Privilege. In addition, in the event that any of the Companies determine
that the provision of any information to the other Companies or their respective Affiliates could be commercially detrimental,
violate any law or agreement or waive any Privilege, the Parties shall use reasonable best efforts to permit compliance with their
obligations under this Section 8 or Section 9 in a manner that avoids any such harm or consequence.


 



    	 	-31-	 



    	 



    







 


Section 8.02     Income
Tax Return Information. New IAC and IAC acknowledge that time is of the essence in relation to any request for information,
assistance or cooperation made by IAC or New IAC pursuant to Section 8.01 or this Section 8.02. New IAC and IAC acknowledge
that failure to comply with the deadlines set forth herein or reasonable deadlines otherwise set by IAC or New IAC could cause
irreparable harm. Each Company shall provide to each of the other Company information and documents relating to its Group required
by such other Company to prepare its Tax Returns. Any information or documents required by the Company that is responsible to
prepare such Tax Returns under this Agreement shall be provided in such form as the preparing Company reasonably requests and
in sufficient time for such Tax Returns to be filed on a timely basis; provided, that, this Section 8.02 shall not
apply to information governed by Section 4.08.


 


Section 8.03      Reliance
by New IAC. If any member of the New Match Group supplies information to a member of
the New IAC Group in connection with a Tax liability and an officer of a member of the New IAC Group signs a statement or other
document under penalties of perjury in reliance upon the accuracy of such information, then, upon the written request of New IAC
identifying the information being so relied upon, the Chief Financial Officer of IAC (or any officer of IAC as designated by the
Chief Financial Officer of IAC) shall certify in writing that to his or her knowledge (based upon consultation with appropriate
employees) the information so supplied is accurate and complete. IAC agrees to indemnify and hold harmless each member of the
New IAC Group and its directors, officers and employees from and against any fine, penalty, or other cost or expense of any kind
attributable to a member of the New Match Group having supplied, pursuant to this Section 8, a member of the New IAC Group
with inaccurate or incomplete information in connection with a Tax liability; provided, that, this Section 8.04 shall
not apply to information governed by Section 4.08.


 


Section 8.04     Reliance
by IAC. If any member of the New IAC Group supplies information to a member of the New
Match Group in connection with a Tax liability and an officer of a member of the New Match Group signs a statement or other document
under penalties of perjury in reliance upon the accuracy of such information, then upon the written request of IAC identifying
the information being so relied upon, the Chief Financial Officer of New IAC (or any officer of New IAC as designated by the Chief
Financial Officer of New IAC) shall certify in writing that to his or her knowledge (based upon consultation with appropriate
employees) the information so supplied is accurate and complete. New IAC agrees to indemnify and hold harmless each member of
the New Match Group and its directors, officers and employees from and against any fine, penalty, or other cost or expense of
any kind attributable to a member of the New IAC Group having supplied, pursuant to this Section 8, a member of the New Match
Group with inaccurate or incomplete information in connection with a Tax liability; provided, that, this Section 8.04
shall not apply to information governed by Section 4.08.


 






    	 	-32-	 



    	 



    

 


Section 9.          Tax
Records.


 


Section 9.01     Retention
of Tax Records. IAC and New IAC, respectively, shall preserve and keep all Tax Records exclusively relating to the assets
and activities of the New Match Group and the New IAC Group, respectively, for the Pre-Deconsolidation Period, and IAC shall preserve
and keep all other Tax Records relating to Taxes of the Groups for the Pre-Deconsolidation Period, for so long as the contents
thereof may become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until
the later of (a) the expiration of any applicable statutes of limitations, or (b) seven years after the Deconsolidation
Date (such later date, the “Retention Date”). After the Retention Date, each Company may dispose of such Tax
Records upon 90 days’ prior written notice to the other Company. If, prior to the Retention Date, a Company reasonably determines
that any Tax Records that it would otherwise be required to preserve and keep under this Section 9 are no longer material
in the administration of any matter under the Code or other applicable Tax Law and the other Company agrees, then such first Company
may dispose of such Tax Records upon 90 days’ prior notice to the other Company. Any notice of an intent to dispose given
pursuant to this Section 9.01 shall include a list of the Tax Records to be disposed of describing in reasonable detail the
files, books, or other records being disposed. The notified Company shall have the opportunity, at its cost and expense, to copy
or remove, within such 90-day period, all or any part of such Tax Records.


 


Section 9.02     Access
to Tax Records. The Companies and their respective Affiliates shall make available to
each other for inspection and copying during normal business hours upon reasonable notice all Tax Records for Pre-Deconsolidation
Periods to the extent reasonably required by the other Company in connection with the preparation of financial accounting statements,
audits, litigation, or the resolution of items under this Agreement.


 


Section 10.     Tax
Contests.


 


Section 10.01     Notice.
Each of the Companies shall provide prompt notice to the other of any written communication from a Tax Authority regarding any
pending or threatened Tax audit, assessment or proceeding or other Tax Contest for which it may be entitled to indemnification
by the other Company hereunder. Such notice shall include copies of the pertinent portion of any written communication from a
Tax Authority and contain factual information (to the extent known) describing any asserted Tax liability in reasonable detail.
The failure of one Company to notify the other of such communication in accordance with the immediately preceding sentences shall
not relieve the other Company of any liability or obligation to pay such Tax or make indemnification payments under this Agreement,
except to the extent that the failure timely to provide such notification actually prejudices the ability of such other Company
to contest such Tax liability or increases the amount of such Tax liability.


 


Section 10.02     Control
of Tax Contests.


 


(a) Separate
Company Taxes and Joint Returns with Respect to Other Taxes. In the case of any Tax Contest with respect to any (i) Separate
Return or (ii) Joint Return with respect to Other Taxes, the Company having liability for the Tax shall have exclusive control
over the Tax Contest, including exclusive authority with respect to any settlement of such Tax liability, subject to Section 10.02(e).


 






    	 	-33-	 



    	 



    




 


(b) New
Match Federal Consolidated Income Tax Return and New Match State Combined Income Tax Return. In the case of any Tax Contest
with respect to any New Match Federal Consolidated Income Tax Return or New Match State Combined Income Tax Return, IAC shall
have exclusive control over the Tax Contest, including exclusive authority with respect to any settlement of such Tax liability,
subject to Section 10.02(e).


 


(c) New
Match Foreign Combined Income Tax Return. In the case of any Tax Contest with respect to any New Match Foreign Combined Income
Tax Return, IAC shall have exclusive control over the Tax Contest, including exclusive authority with respect to any settlement
of such Tax liability, subject to Section 10.02(e).


 


(d) Other
Joint Returns. In the case of any Tax Contest with respect to any Joint Return (other
than any New Match Federal Consolidated Income Tax Return, New Match State Combined Income Tax Return, New Match Foreign Combined
Income Tax Return, or Joint Return with respect to Other Taxes), (i) IAC shall control the defense or prosecution of the
portion of the Tax Contest, if any, directly and exclusively related to any New Match Adjustment, including settlement of any
such New Match Adjustment, (ii) New IAC shall control the defense or prosecution of the portion of the Tax Contest, if any,
directly and exclusively related to any New IAC Adjustment, including settlement of any such New IAC Adjustment, and (iii) the
Companies shall jointly control the defense or prosecution of Joint Adjustments and any and all administrative matters not directly
and exclusively related to any New Match Adjustment or New IAC Adjustment. In the event of any disagreement regarding any matter
described in clause (iii), the provisions of Section 14 shall apply.


 


(e) Transaction-Related
and Certain Other Tax Contests.


 


(i) In the event of any Transaction-Related
Tax Contest or other Tax Contest as a result of which New IAC could reasonably be expected to become exclusively liable for any
Tax or Tax-Related Losses (or as a result of which New IAC could reasonably be expected to become liable for a portion of any
Tax or Tax-Related Losses and such portion of such Tax Contest is separable from the remaining portion of such Tax Contest) and
which IAC has the right to administer and control pursuant to Section 10.02(a), (b) or (c), New IAC shall have the right
to elect to assume control of such Tax Contest (or such separable portion of such Tax Contest), in which case the provisions of
Section 10.02(e)(iv) shall apply.


 


(ii) In the event of any Transaction-Related
Tax Contest or other Tax Contest as a result of which New IAC could reasonably be expected to become liable for a portion of any
Tax or Tax-Related Losses (and such portion of such Tax Contest is not separable from the remaining portion of such Tax Contest),
and which IAC has the right to administer and control pursuant to Section 10.02(a), (b) or (c), (A) if New IAC
is reasonably expected to bear the greater Tax liability in connection with such Tax Contest, New IAC shall have the right to
elect to assume control of such Tax Contest, in which case the provisions of Section 10.02(e)(iv) shall apply and (B) if
IAC is reasonably expected to bear the greater Tax liability in connection with such Tax Contest (or if New IAC does not elect
to assume control of a Tax Contest it is entitled to elect to control pursuant to clause (A) hereof), (1) IAC shall
consult with New IAC reasonably in advance of taking any significant action in connection with such Tax Contest, (2) IAC
shall consult with New IAC and offer New IAC a reasonable opportunity to comment before submitting any written materials prepared
or furnished in connection with such Tax Contest, (3) IAC shall defend such Tax Contest diligently and in good faith, (4) New
IAC shall be entitled to participate in such Tax Contest and receive copies of any written materials relating to such Tax Contest
received from the relevant Tax Authority, and (5) IAC shall not settle, compromise or abandon any such Tax Contest without
obtaining the prior written consent of New IAC, which consent shall not be unreasonably withheld.


 






    	 	-34-	 



    	 



    




 


(iii) In the event of any Transaction-Related
Tax Contest which IAC has the right to administer and control pursuant to Section 10.02(a), (b) or (c) and which
is not described in Section 10.02(e)(i) or (ii), (A) IAC shall consult with New IAC reasonably in advance of taking
any significant action in connection with such Tax Contest, (B) IAC shall consult with New IAC and offer New IAC a reasonable
opportunity to comment before submitting any written materials prepared or furnished in connection with such Tax Contest, (C) IAC
shall defend such Tax Contest diligently and in good faith, (D) New IAC shall be entitled to participate in such Tax Contest
and receive copies of any written materials relating to such Tax Contest received from the relevant Tax Authority, and (E) IAC
shall not settle, compromise or abandon any such Tax Contest without obtaining the prior written consent of New IAC, which consent
shall not be unreasonably withheld.


 


(iv) In the event of any Transaction-Related
Tax Contest or other Tax Contest (x) as a result of which IAC could reasonably be expected to become liable for any Tax or
Tax-Related Losses and which New IAC has the right to administer and control pursuant to Section 10.02(a) or (y) with
respect to which New IAC assumes control pursuant to Section 10.02(e)(i) or (e)(ii), (A) New IAC shall consult
with IAC reasonably in advance of taking any significant action in connection with such Tax Contest, (B) New IAC shall consult
with IAC and offer IAC a reasonable opportunity to comment before submitting any written materials prepared or furnished in connection
with such Tax Contest, (C) New IAC shall defend such Tax Contest diligently and in good faith, (D) IAC shall be entitled
to participate in such Tax Contest and receive copies of any written materials relating to such Tax Contest received from the
relevant Tax Authority, and (E) New IAC shall not settle, compromise or abandon any such Tax Contest without obtaining the
prior written consent of IAC, which consent shall not be unreasonably withheld.


 


(f) Power
of Attorney. IAC shall (and shall cause each member of the New Match Group to) execute
and deliver to New IAC (or such member of the New IAC Group as New IAC shall designate) any power of attorney or other similar
document reasonably requested by New IAC (or such designee) in connection with any Tax Contest controlled by New IAC described
in this Section 10. New IAC shall (and shall cause each member of the New IAC Group to) execute and deliver to IAC (or such
member of the New Match Group as IAC shall designate) any power of attorney or other similar document reasonably requested by
IAC (or such designee) in connection with any Tax Contest controlled by IAC described in this Section 10.


 


Section 11.     Effective
Date; Termination of Prior Intercompany Tax Allocation Agreements. This Agreement shall be effective as of the Mandatory
Exchange Effective Time. As of the Mandatory Exchange Effective Time, (a) all prior intercompany Tax allocation agreements
or arrangements solely between or among IAC and/or any of its Subsidiaries, on the one hand, and New IAC and/or members of the
New IAC Group, on the other hand, including the Existing Tax Sharing Agreement shall be terminated, and (b) amounts due under
such agreements or arrangements as of the date on which the Mandatory Exchange Effective Time occurs shall be settled. Subject
to clause (b) of the preceding sentence, upon such termination and settlement, no further payments by or to IAC or such Subsidiaries
or by or to New IAC or such members of the New IAC Group, with respect to such agreements or arrangements shall be made, and all
other rights and obligations resulting from such agreements or arrangements shall cease at such time.


 






    	 	-35-	 



    	 



    

 


Section 12.     Survival
of Obligations. The representations, warranties, covenants and agreements set forth in this Agreement shall be unconditional
and absolute and shall remain in effect without limitation as to time.


 


Section 13.     Treatment
of Payments; Tax Gross Up.


 


Section 13.01     Treatment
of Tax Indemnity and Tax Benefit Payments. In the absence of any change in Tax treatment under the Code or other applicable
Tax Law, for all Income Tax purposes, the Companies agree to treat, and to cause their respective Affiliates to treat, (a) any
indemnity payment required by this Agreement or by the Transaction Agreement to be made (i) by IAC to New IAC as a contribution
by IAC to New IAC occurring immediately prior to the Distribution and (ii) by New IAC to IAC as reasonably determined by
IAC and New IAC (including (A) as a payment in satisfaction by New IAC (or a member of the New IAC Group) of its own liability,
(B) as an adjustment to the amount of cash transferred by IAC to New IAC pursuant to the Contribution, or (C) as a distribution
by New IAC to IAC occurring immediately prior to the Distribution and transfer to creditors described in Section 361(b)(3));
and (b) any payment of interest or State Income Taxes by or to a Tax Authority, as taxable or deductible, as the case may
be, to the Company entitled under this Agreement to retain such payment or required under this Agreement to make such payment.
The Parties shall cooperate in good faith to minimize or eliminate, to the extent permissible under applicable law, any Tax that
would otherwise be imposed with respect to any payment required by this Agreement or by the Transaction Agreement (or maximize
the ability to obtain a credit for, or refund of, any such Tax).


 


Section 13.02     Tax
Gross Up. If notwithstanding the manner in which payments described in Section 13.01(a) were reported, there is
a Tax liability or an adjustment to a Tax liability of a Company as a result of its receipt of a payment pursuant to this Agreement
or Article X of the Transaction Agreement, such payment shall be appropriately adjusted so that the amount of such payment,
reduced by the amount of all Income Taxes payable with respect to the receipt thereof (but taking into account all correlative
Tax Benefits resulting from the payment of such Income Taxes), shall equal the amount of the payment that the Company receiving
such payment would otherwise be entitled to receive.


 


Section 13.03     Interest.
Anything herein to the contrary notwithstanding, to the extent one Company makes a payment of interest to another Company under
this Agreement with respect to the period from (a) the date that the payor was required to make a payment to the payee to
(b) the date that the payor actually made such payment, the interest payment shall be treated as interest expense to the
payor (deductible to the extent provided by law) and as interest income by the payee (includible in income to the extent provided
by law). The amount of the payment shall not be adjusted to take into account any associated Tax Benefit to the payor or increase
in Tax to the payee.


 






    	 	-36-	 



    	 



    




 


Section 14.     Disagreements.
The Companies desire that collaboration will continue among them. Accordingly, they will try, and they will cause their respective
Group members to try, to resolve in good faith all disagreements regarding their respective rights and obligations under this
Agreement, including any amendments hereto. In furtherance thereof, in the event of any dispute or disagreement (a “Tax
Advisor Dispute”) between any member of the New IAC Group and any member of the New Match Group as to the interpretation
of any provision of this Agreement or the performance of obligations hereunder, representatives of the Tax departments of the
Companies shall negotiate in good faith to resolve the Tax Advisor Dispute. If such good faith negotiations do not resolve the
Tax Advisor Dispute, then such Tax Advisor Dispute shall be resolved pursuant to the procedures set forth in Article XII
of the Transaction Agreement; provided, that each of the mediators or arbitrators selected in accordance with Article XII
of the Transaction Agreement must be Tax Advisors. Nothing in this Section 14 will prevent either Company from seeking injunctive
relief if any delay resulting from the efforts to resolve the Tax Advisor Dispute through the procedures set forth in Article XII
of the Transaction Agreement could result in serious and irreparable injury to such Company. Notwithstanding anything to the contrary
in this Agreement, the Transaction Agreement or any Ancillary Agreement, New IAC and IAC are the only members of their respective
Groups (including, for this purpose, the members of the New Match Group) entitled to commence a dispute resolution procedure under
this Agreement, and each of New IAC and IAC will cause its respective Group members (including, for this purpose, the members
of the New Match Group) not to commence any dispute resolution procedure other than through such Party as provided in this Section 14.


 


Section 15.     Late
Payments. Any amount owed by one Party to another Party under this Agreement that is not paid when due shall bear interest
at a rate per annum equal to the Prime Rate plus 2% (or the maximum legal rate, whichever is lower), calculated for the actual
number of days elapsed, accrued from the date on which such payment was due up to the date of the actual receipt of payment.


 


Section 16.     Expenses.
Except as otherwise provided in this Agreement, each Party and its Affiliates shall bear their own expenses incurred in connection
with the preparation of Tax Returns, Tax Contests, and other matters related to Taxes under the provisions of this Agreement.


 


Section 17.     General
Provisions.


 


Section 17.01     Addresses
and Notices. All notices or other communications under this Agreement shall be in writing and shall be deemed to be duly given
or made when delivered in person or successfully transmitted by electronic mail or facsimile, addressed as follows:


 






    	 	-37-	 



    	 



    

 


	If to New IAC, to:

         

        IAC/InterActiveCorp

        555 West 18th Street

        New York, NY 10011

        Attention:  Senior Vice President, Tax

        E-mail:  David.Flynn@iac.com 
	with a copy to:

         

        IAC/InterActiveCorp

        555 West 18th Street

        New York, NY 10011

        Attention:  General Counsel

        E-mail:  Gregg.Winiarski@iac.com

	 	 
	If to IAC, to:

         

        Match Group, Inc.

        8750 North Central Expressway, Suite 1400

        Dallas, TX 75231

        Attention:  Senior Vice President, Taxes

        E-mail:  Shan.Luton@match.com
	with a copy to:

         

        Match Group, Inc.

        8750 North Central Expressway, Suite 1400

        Dallas, TX 75231

        Attention:  Chief Legal Officer

        E-mail:  Jared.Sine@match.com 



 





or to such other address(es) as shall be furnished in writing
by any such Company to the other Company in accordance with the provisions of this Section 17.01.


 


Section 17.02     Binding
Effect. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted
assigns.


 


Section 17.03     Waiver.
Waiver by a Party of any default by another Party of any provision of this Agreement
shall not be deemed a waiver by the waiving Party of any subsequent or other default, nor shall it prejudice the rights of any
other Party. No failure or delay by a Party in exercising any right, power or hereunder shall operate as a waiver thereof nor
shall a single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right,
power or privilege.


 


Section 17.04     Severability.
If any provision of this Agreement or the application thereof to any Person or circumstance
is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions hereof, or the
application of such provision to Persons or circumstances or in jurisdictions other than those as to which it has been held invalid
or unenforceable, shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby, so long
as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to either Party.
Upon such determination, the Parties shall negotiate in good faith in an effort to agree upon such a suitable and equitable provision
to effect the original intent of the Parties.


 


Section 17.05     Authority.
New IAC represents on behalf of itself and each other member of the IAC Group and IAC represents on behalf of itself and each
other member of the IAC Group and the New Match Group, as follows:


 






    	 	-38-	 



    	 



    

 


(a)  each
such Person has all requisite corporate or other power and authority and has taken all corporate or other action necessary in
order to execute, deliver and perform this Agreement; and





 


(b)  this
Agreement has been duly executed and delivered by it and constitutes a valid and binding agreement of it enforceable in accordance
with the terms hereof.


 


Section 17.06     Further
Action. Prior to, on, and after the Reclassification Effective Time, each Party hereto shall cooperate with the other Party,
at the expense of the requesting Party, to execute and deliver, or use its reasonable best efforts to cause to be executed and
delivered, all instruments, including the execution and delivery to the other Parties and their Affiliates and representatives
of such powers of attorney or other authorizing documentation as is reasonably necessary or appropriate in connection with Tax
Contests (or portions thereof) under the control of such other Parties in accordance with Section 10, and to make all filings
with any Governmental Authority, and to take all such other actions as such Party may reasonably be requested to take by the other
Party from time to time, consistent with the terms of this Agreement, in order to effectuate the provisions and purposes of this
Agreement.


 


Section 17.07     Integration.
This Agreement, together with each of the exhibits and schedules appended hereto and the specific agreements contemplated hereby,
contain the entire agreement between the Parties with respect to the subject matter hereof and supersede all previous agreements,
oral or written, negotiations, discussions, writings, understandings, commitments and conversations with respect to such subject
matter, and there are no agreements or understandings among the Parties other than those set forth herein and in the Transaction
Agreement and the other Ancillary Agreements. This Agreement, the Transaction Agreement, and the other Ancillary Agreements together
govern the arrangements in connection with the Transactions and would not have been entered independently. In the event of any
inconsistency between this Agreement and the Transaction Agreement, or any other agreements relating to the transactions contemplated
by the Transaction Agreement, with respect to matters addressed herein, the provisions of this Agreement shall control.


 


Section 17.08     Construction.
The language in all parts of this Agreement shall in all cases be construed according to its fair meaning and shall not be strictly
construed for or against any Party. The captions, titles and headings included in this Agreement are for convenience only, and
do not affect this Agreement’s construction or interpretation. Unless otherwise indicated, all “Section” references
in this Agreement are to sections of this Agreement.


 


Section 17.09     No
Double Recovery. No provision of this Agreement shall be construed to provide an indemnity or other recovery for any costs,
damages, or other amounts for which the damaged Party has been fully compensated under any other provision of this Agreement or
under any other agreement or action at law or equity. Unless expressly required in this Agreement, a Party shall not be required
to exhaust all remedies available under other agreements or at law or equity before recovering under the remedies provided in
this Agreement.


 


Section 17.10     Counterparts.
Each Party acknowledges that it and the other Party may execute this Agreement by facsimile, stamp or mechanical signature.
Each Party expressly adopts and confirms each facsimile, stamp or mechanical signature made in its respective name as if it were
a manual signature, agrees that it will not assert that any such signature is not adequate to bind such Party to the same extent
as if it were signed manually and agrees that at the reasonable request of the other Party at any time it will as promptly as
reasonably practicable cause this Agreement to be manually executed (any such execution to be as of the data of the initial date
hereof). This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement,
and shall become effective when one or more counterparts have been signed by each Party and delivered to the other Party.


 






    	 	-39-	 



    	 



    




 


Section 17.11     Governing
Law. This Agreement shall be governed by and construed and interpreted in accordance with the internal laws of the State of
Delaware, irrespective of the choice of laws principles of the State of Delaware, as to all matters, including matters of validity,
construction, effect, enforceability, performance and remedies.


 


Section 17.12     Amendment.
No provisions of this Agreement shall be deemed waived, amended, supplemented or modified
by a Party, unless such waiver, amendment, supplement or modification is in writing and signed by the authorized representative
of the Party against whom it is sought to enforce such waiver, amendment, supplement or modification.


 


Section 17.13     Subsidiaries.
If, at any time, either IAC or New IAC acquires or creates one or more subsidiaries that are includable in the New Match Group
or the New IAC Group, respectively, they shall be subject to this Agreement and all references to the New Match Group or the New
IAC Group, as applicable, herein shall thereafter include a reference to such subsidiaries.


 


Section 17.14     Successors.
This Agreement shall be binding on and inure to the benefit of any successor by merger, acquisition of assets, or otherwise, to
any of the Parties (including but not limited to any successor of New IAC or IAC succeeding to the Tax Attributes of either under
Section 381 of the Code), to the same extent as if such successor had been an original Party to this Agreement.


 


Section 17.15     Injunctions.
The Parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed
in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties shall be entitled
to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of
this Agreement in the Chancery Court of the State of Delaware or, if the Chancery Court declines to accept jurisdiction over a
particular matter, in any state or federal court within the State of Delaware, this being in addition to any other remedy to which
they are entitled at law or in equity.


 


[Remainder of page intentionally
left blank]


 






    	 	-40-	 



    	 



    

 


IN WITNESS WHEREOF, the Parties have caused this Agreement
to be executed by their duly authorized representatives as of the date first written above.


 


	 	IAC/InterActiveCorp
	 	 	 
	 	 	 
	 	By:	/s/ Gregg Winiarski
	 		Name:	Gregg Winiarski
	 		Title:	EVP and General Counsel
	 	 	 
	 	 	 
	 	IAC Holdings, Inc.
	 	 
	 	 	 
	 	By:	/s/ Joanne Hawkins
	 		Name:	Joanne Hawkins
	 		Title:	SVP and Deputy General Counsel



 






    	 	-41-	 



    	 



    




 


Schedule 1








 



    	 	 	 



    	 



    
















Schedule 2








 



    	 	-2-	 



    	 



    







 








Schedule 3








 






    	 	-3-