ServiceMagic 2012 Annual Report Download - page 233

FORM OF TRANSFEREE LETTER OF REPRESENTATION
IAC/INTERACTIVECORP
555 West 18
th
Street
New York, New York 10011
Computershare Trust Company, N.A.
350 Indiana Street, Suite 750
Golden, Colorado 80401
Attention: Corporate Trust
Ladies and Gentlemen:
This certificate is delivered to request a transfer of US$ principal amount of the 4.75% Senior Notes due 2022
(the “ Notes ”) of IAC/InterActiveCorp, a Delaware corporation (the “ Company ”), all as described in the confidential offering
memorandum (the “ offering memorandum ”) relating to the offering.
Upon transfer, the Notes would be registered in the name of the new beneficial owner as follows:
Name:
Address:
Taxpayer ID Number:
The undersigned represents and warrants to you that:
1. We are an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D
under the Securities Act of 1933, as amended (the “ Securities Act ”)) purchasing for our own account or for the account of such an
institutional “accredited investor” at least US$250,000 principal amount of the Notes, and we are acquiring the Notes not with a
view to, or for offer or sale in connection with, any distribution in violation of the Securities Act. We have such knowledge and
experience in financial and business matters as to be capable of evaluating the merits and risks of our investment in the Notes, and
we invest in or purchase securities similar to the Notes in the normal course of our business. We, and any accounts for which we are
acting, are each able to bear the economic risk of our or its investment.
2. We understand that the Notes have not been registered under the Securities Act and, unless so registered, may
not be sold except as permitted in the following sentence. We agree, on our own behalf and on behalf of any investor account for
which we purchasing Notes, to offer, sell or otherwise transfer such Notes prior to the date that is two years after the later of the
date of original issue and the last date on which the Company or any affiliate of the Company was the owner of such Notes (or any
predecessor thereto) (the “ Resale Restriction Termination Date ”) only (a) to the Company, (b) pursuant to a registration statement
that has been declared effective under the Securities Act, (c) in a transaction complying with the requirements of Rule 144A under
the Securities Act (“ Rule 144A ”) to a person we reasonably believe is a “qualified institutional buyer” under Rule 144A (a “ QIB
”) that
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