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Forward-looking statements are not guarantees of future performance. With a market cap of $30 billion, Match Group is the largest business IAC has separated in its 25-year history. The number of Class M shares that will be received by IAC stockholders in the Separation will be reduced by the number of shares sold in the offering described above; accordingly, the number of outstanding shares of New Match will not increase as a result of the offering.J.P. The offering is being made pursuant to an effective shelf registration statement, including a prospectus, filed by IAC with the Securities and Exchange Commission ("SEC"), and the documents incorporated by reference therein, each filed by IAC and Match with the SEC. Information about IAC's directors and executive officers is available in IAC's Annual Report on Form 10-K for the year ended December 31, 2019, as amended by IAC's Form 10-K/A filed with the SEC on April 29, 2020, and the joint proxy statement/prospectus. The shares are being sold in connection with the pending separation (the "Separation") of IAC and Match Group, Inc. ("Match"). Under the plan that was announced, Match Group shareholders receive one share in the new company along with $3.00 in cash for each share of stock they own, while IAC will receive $3.00 in … The Form S-4 was declared effective by the SEC on April 30, 2020, and IAC and Match commenced mailing the joint proxy statement/prospectus to stockholders of IAC and stockholders of Match on or about May 4, 2020. The agreements with third-party investors announced today provide for the sale of approximately 17 million shares of Class M common stock at a price of $82.00 per share – the equivalent of $85.00 per share, adjusted for the $3.00 per share merger consideration payable to Match shareholders in the Separation transaction (to which the purchasers of the Class M shares will not be entitled). Since Match Group's initial public offering in 2015, the company has more than doubled subscribers and revenue. If the sales have not been consummated by July 10, 2020, IAC or any investor may terminate the purchase agreements. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.This communication is being made in respect of a proposed transaction involving IAC, New IAC and Match. Wachtell, Lipton, Rosen & Katz is acting as counsel to IAC. Pursuant to the Transaction Agreement, the proceeds will be transferred to New IAC. Whether actual results will conform to expectations and predictions is subject to known and unknown risks and uncertainties, including: risks and uncertainties discussed in the joint proxy statement/prospectus and other reports that IAC and Match have filed with the SEC; competition; Match's ability to maintain user rates on its higher-monetizing dating products; the companies' ability to attract users to their products and services through cost-effective marketing and related efforts; changes in the companies' relationship with (or policies implemented by) Google; foreign currency exchange rate fluctuations; the companies' ability to distribute their products through third parties and offset related fees; the integrity and scalability of the companies' systems and infrastructure (and those of third parties) and the companies' ability to adapt their systems and infrastructure to changes in a timely and cost-effective manner; the companies' ability to protect their systems from cyberattacks and to protect personal and confidential user information; risks relating to certain of the companies' international operations and acquisitions; the impact of the outbreak of the COVID-19 coronavirus, or any subsequent or similar epidemic or pandemic; the risks inherent in separating Match from IAC, including uncertainties related to, among other things, the costs and expected benefits of the proposed transaction, the calculation of, and factors that may impact the calculation of, the exchange ratio at which shares of IAC capital stock will be converted into the right to receive new shares of the post-separation Match Group in connection with the transaction, the expected timing of the transaction or whether it will be completed, whether the conditions to the transaction can be satisfied or any event, change or other circumstance occurs that could give rise to the termination of the transaction agreement (including the failure to receive any required approvals from the stockholders of IAC and Match or any required regulatory approvals), any litigation arising out of or relating to the proposed transaction, the expected tax treatment of the transaction, and the impact of the transaction on the businesses of IAC and Match; and other circumstances beyond IAC's and Match's control. IAC and Match undertake no duty to update or revise any such statements, whether as a result of new information, future events or otherwise. Starting today, "new" IAC will trade under the symbol "IAC" and "new" Match Group under the symbol "MTCH." If the Separation is completed, upon closing of the Separation, the Class M common stock will be re-named "common stock" of post-Separation Match, and there will be a single class of "one share, one vote" common stock of Match following the transaction.The terms of the proposed Separation are set forth in the Transaction Agreement, dated as of December 19, 2019 (as amended, the "Transaction Agreement"), by and among IAC, Match, IAC Holdings, Inc. ("New IAC"), and Valentine Merger Sub LLC. These statements are often characterized by terminology such as "believe," "hope," "may," "anticipate," "should," "intend," "plan," "will," "expect," "estimate," "project," "positioned," "strategy" and similar expressions, and are based on assumptions and assessments made by IAC's and Match's management in light of their experience and their perception of historical trends, current conditions, expected future developments, and other factors they believe to be appropriate. You should not place undue reliance on these forward-looking statements.

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