EFTA01378103

(a) Net earryncgs has been adp.rated by 133 I melon to reflect adeterel interest expense (net of tax) assurned to be marred to finance tre portion of the dividend that exceeds both the gross proceeds from the offering and the previous twelve morels net earnings The following sets forth the pro forma shareholders equity Common stock, Class B common stock and Class C common stock The rights of holders of our common stock, Class B common stock and Class C common stock will be identical, except as discussed below. Any authorized but unissued shares of our common stock. Class B common stock and Class C common stock will be available for issuance by our board of directors without any further stockholder action. Voting rights. On all matters voted upon by our stockholders, holders of our common stock will be entitled to one vote per share. holders of Class B common stock will be entitled to ten votes per share, and holders of Class C common stock will not be entitled to any votes per share (except as otherwise required by the laws of the State of Delaware, in which case holders of Class C common stock will be entitled to one one-hundredth (11100) of a vote per share). Dividend rights. Holders of all classes of common stock will be entitled to ratably receive dividends if. as and when declared by our board of directors. In a share distribution of our capital stock or the securities of another entity, we may choose to distribute: (i) identical securities, on an equal per share basis, to holders of our common stock, Class B common stock and Class C common stock or (ii) a class or series of securities to the holders of one class of our capital stock and a different class or series of securities to the holders of another class of our capital stock, in each case on an equal per share basis. provided that. in the case of clause (ii), the different classes or series to be distributed are not different in any respect other than their relative voting rights (and any related differences in designation, conversion and share distribution provisions, as applicable), with holders of shares of our Class B common stock receiving the securities having the higher voting rights. F-59 TablesaLCallota Conversion rights. Shares of our Class B common stock will be convertible into shares of our common stock at the option of the holder thereof at any time on a share for share basis. Such conversion ratio will in all events be equitably preserved in the event of any recapitalization of Match by means of a stock dividend on, or a stock split or combination of. our outstanding common stock or Class 8 common stock, or in the event of any merger, consolidation or other reorganization of Match with another corporation. Upon the conversion of a share of our Class B common stock into a share of our common stock, the applicable share of Class B common stock will be retired and will not be subject to reissue. Shares of common stock and Class C common stock will have no conversion rights. F-60 Iab;e of Contents Match Group, Inc. and Subsidiaries Valuation and qualifying accounts Schedule II Description Balance at beginning of period Charges Charges to to other earnings accounts Balance at end of Deductions period (In thousands) 2012 Allowance for doubtful accounts and revenue reserves 119 S 159(11$ 2 $ caroms 240 Deferred tax valuation allowance 8.945 18,460(2) (3.030)(3) 24.375 Other reserves 2.095 1.901 2013 Allowance for doubtful accounts and revenue reserves $ 240 S 86(1) $ 533 $ (3y,,, $ 856 Deferred tax valuation allowance 24.375 (915)(2) (258)(3) — 23.202 Other reserves 1.901 2.203 2014 Allowance for doubtful accounts and revenue reserves $ 856 $ 114(1) $ 384 $ (221)(4; $ 1,133 Deferred tax valuation allowance 23.202 879(5) 724(8) - 24.805 Other reserves 2,203 2,098 (1) Additions to to allowance for dotterii accounts are charged to expense Ad:MICAS to the revenue reserves we charged ageing revenue (2) Amount is peirronly related to foreign net operating losses hap: ficesioe'Antliws edge deal 5751g9IXX1104746915006421122264511^-t Meng I l92013 927:12 AM) CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) CONFIDENTIAL DB-SDNY-0075263 SONY GM_00221447 EFTA01378103