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 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.Certain statements and information in this communication may be deemed to be "forward-looking statements" within the meaning of the Federal Private Securities Litigation Reform Act of 1995. We will always evolve, but our basic principle of financially-disciplined opportunism will never change. 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. 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. To put the company in … 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.If the Separation is completed, pre-closing shareholders of IAC and Match will also be issued shares of Class M common stock of IAC.Participants in the SolicitationThe 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. The company is headquartered in New York City and has business operations … By encouraging an atmosphere of respect, trust, and intensive communication within our organization and with our customers, we create a strong sense of teamwork stretching product development boundaries. 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. IAC and Match undertake no duty to update or revise any such statements, whether as a result of new information, future events or otherwise.

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