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relation to the basic combined financial statements taken as a whole, presents fairy in all material respects the information set forth therein. Is, Ernst & Young LLP New York, New York August 11, 2015 F-22 Table of Contents Match Group, Inc. and Subsidiaries Combined balance sheet December 31, Pro forma

our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the combined financial position of Match Group, Inc. and Subsidiaries at December 31. 2013 and 2014, and the combined results of its operations and its cash flows for each of the three years in the per

for each of the years in the three-year period ended December 31. 2014. appearing in this prospectus and registration statement have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their report appearing elsewhere herein, and are included in reliance upon such repo

th this offering will be passed upon for the underwriters by Skadden, Arps. Slate. Meagher & Flom LLP. Experts The combined financial statements of Match Group, Inc. and Subsidiaries at December 31, 2013 and 2014, and for each of the years in the three-year period ended December 31. 2014. appearing in this prospe

f Restricted Stock Units under the Match Group. Inc. 2015 Stock and Annual Incentive Plan 21.1" Subsidiaries of Match Group, Inc. 23.1 Consent of Ernst & Young LLP 23.2 Consent of Ernst & Young LLP 23.3 Consent of Wachtell, Lipton, Rosen & Katz (contained in Exhibit 5.1) 23.4" Consent of MarketTools Researc

Form of Amended and Restated By-laws of Match Group. Inc. 4.1 Form of Common Stock Certificate of Match Group. Inc. 4.2 Form of Indenture between Match Group, Inc. and Computershare Trust Company, N.A., as trustee 5.1 Opinion of Wachtel', Upton. Rosen & Katz 10.1" Form of Master Transaction Agreement 10.2" F