AGREEMENT AND PLAN OF MERGER by and among GLOBAL GENERATIONS INTERNATIONAL INC., GLOBAL GENERATIONS MERGER SUB INC. and ANCESTRY.COM INC. Dated as of October 21, 2012Agreement and Plan of Merger • October 22nd, 2012 • Ancestry.com Inc. • Services-computer processing & data preparation • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of October 21, 2012 (the “Agreement”), by and among Global Generations International Inc., a Delaware corporation (“Parent”), Global Generations Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub”), and Ancestry.com Inc., a Delaware corporation (the “Company”).
• Shares ANCESTRY.COM INC. COMMON STOCK, $0.001 PAR VALUE UNDERWRITING AGREEMENTUnderwriting Agreement • November 8th, 2010 • Ancestry.com Inc. • Services-computer processing & data preparation • New York
Morgan Stanley & Co. Incorporated Merrill Lynch, Pierce, Fenner & Smith Incorporated Citigroup Global Markets, Inc. Jefferies & Company, Inc. Piper Jaffray & Co.
CREDIT AGREEMENT Dated as of September 9, 2010 among ANCESTRY.COM OPERATIONS INC. as the Borrower, ANCESTRY.COM INC., as a Guarantor THE DOMESTIC SUBSIDIARIES OF THE BORROWER, as Guarantors, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line...Credit Agreement • November 2nd, 2010 • Ancestry.com Inc. • Services-computer processing & data preparation • New York
This CREDIT AGREEMENT is entered into as of September 9, 2010 among ANCESTRY.COM OPERATIONS INC., a Delaware corporation (the “Borrower”), the Guarantors (defined herein), the Lenders (defined herein) and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
Amendment No. 1 to Offer LetterOffer Letter • March 8th, 2011 • Ancestry.com Inc. • Services-computer processing & data preparation
This Amendment No. 1 dated July 22, 2010 to Offer Letter dated March 30, 2010 (the “Offer Letter”) is made by and between Ancestry.com Inc. and Eric Shoup.
PLATFORM LICENSE AGREEMENTPlatform License Agreement • August 21st, 2012 • Ancestry.com Inc. • Services-computer processing & data preparation • Delaware
This PLATFORM LICENSE AGREEMENT (this “Agreement”) is made and entered into as of August 17, 2012 (the “License Effective Date”), between Inflection LLC, a Nevada limited liability company (the “Licensor”), and Ancestry.com Operations, Inc., a Delaware corporation (the “Licensee,” and together with the Licensor, the “Parties” and each a “Party”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in that certain Asset Purchase Agreement between Licensor and Licensee, dated as of April 25, 2012 (the “Purchase Agreement”).
EMPLOYEE ROLLOVER STOCK OPTION AGREEMENTEmployee Rollover Stock Option Agreement • October 30th, 2012 • Ancestry.com Inc. • Services-computer processing & data preparation
Global Generations International Inc., a Delaware corporation (“Parent”), Global Generations Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub”), and the Company, have entered into an Agreement and Plan of Merger, dated as of October 21, 2012 (the “Merger Agreement”), pursuant to which, on the terms and conditions set forth in the Merger Agreement, Merger Sub shall merge with and into the Company, with the Company continuing as the surviving corporation (the “Merger”), and as a wholly-owned Subsidiary of Parent. In connection therewith, and as provided herein, the Rollover Option(s) shall be exchanged at the Closing (as defined in the Merger Agreement) for option(s) (“Parent Option(s)”) with respect to the a number of shares of common stock of Parent (“Common Stock”) determined as set forth in Section 1(b) hereof, subject to the modifications and upon the terms and conditions set forth herein.
Shares ANCESTRY.COM INC. COMMON STOCK, $0.001 PAR VALUE UNDERWRITING AGREEMENTAncestry.com Inc. • October 20th, 2009 • Services-computer processing & data preparation • New York
The undersigned understands that Morgan Stanley & Co. Incorporated (“Morgan Stanley”) and Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch,” and together with Morgan Stanley, the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Ancestry.com Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters, including the Representatives (the “Underwriters”), of shares (the “Shares”) of the common stock, $0.001 par value per share, of the Company (the “Common Stock”).
EMPLOYEE ROLLOVER RESTRICTED STOCK UNIT AGREEMENTEmployee Rollover Restricted Stock Unit Agreement • October 30th, 2012 • Ancestry.com Inc. • Services-computer processing & data preparation
Global Generations International Inc., a Delaware corporation (“Parent”), Global Generations Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub”), and the Company, have entered into an Agreement and Plan of Merger, dated as of October 21, 2012 (the “Merger Agreement”), pursuant to which, on the terms and conditions set forth in the Merger Agreement, Merger Sub shall merge with and into the Company, with the Company continuing as the surviving corporation (the “Merger”), and as a wholly-owned Subsidiary of Parent. In connection therewith, and as provided herein, the Rollover RSUs shall be exchanged at the Closing (as defined in the Merger Agreement) for restricted stock units (“Parent RSUs”) with respect to the common stock of Parent (“Common Stock”), subject to the modifications and upon the terms and conditions set forth herein.
CONTRIBUTION AGREEMENTContribution Agreement • October 30th, 2012 • Ancestry.com Inc. • Services-computer processing & data preparation • Delaware
THIS CONTRIBUTION AGREEMENT (this “Agreement”), dated as of October 21, 2012, is by and among Global Generations International Inc., a Delaware corporation (“Parent”) and the entity named on Annex A hereto (the “Rollover Investor”). Capitalized terms used herein but not otherwise defined shall have the meanings ascribed thereto in the Merger Agreement (as defined below).
Amendment No. 1 to Offer LetterOffer Letter • November 2nd, 2010 • Ancestry.com Inc. • Services-computer processing & data preparation
This Amendment No. 1 dated July 22, 2010 to Offer Letter dated June 29, 2009 (the “Offer Letter”) is made by and between Ancestry.com Inc. and William Stern.
SECOND AMENDMENT TO CREDIT AND GUARANTY AGREEMENTCredit and Guaranty Agreement • September 15th, 2009 • Ancestry.com Inc. • Services-computer processing & data preparation • New York
WHEREAS, the Borrower, the Guarantors, the Lenders, the Administrative Agent and the other agents party thereto are parties to a certain Credit and Guaranty Agreement dated as of December 5, 2007, as amended by a certain First Amendment to Credit and Guaranty Agreement dated as of March 31, 2008 (as amended, the “Credit Agreement”); and
THIRD AMENDMENT TO CREDIT AGREEMENT AND CONSENTCredit Agreement and Consent • November 1st, 2011 • Ancestry.com Inc. • Services-computer processing & data preparation • New York
THIS THIRD AMENDMENT TO CREDIT AGREEMENT AND CONSENT dated as of September 30, 2011 (the “Agreement”) is entered into among Ancestry.com Operations Inc., a Delaware corporation (the “Borrower”), the Guarantors, the Lenders party hereto and Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer. All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Credit Agreement (as defined below).
CONTRIBUTION AGREEMENTContribution Agreement • October 30th, 2012 • Ancestry.com Inc. • Services-computer processing & data preparation • Delaware
THIS CONTRIBUTION AGREEMENT (this “Agreement”), dated as of October 21, 2012, is by and among Global Generations International Inc., a Delaware corporation (“Parent”), and the entity named on Annex A hereto (the “Rollover Investor”). Capitalized terms used herein but not otherwise defined shall have the meanings ascribed thereto in the Merger Agreement (as defined below).
VOTING AGREEMENTVoting Agreement • October 30th, 2012 • Ancestry.com Inc. • Services-computer processing & data preparation • Delaware
This VOTING AGREEMENT (this “Agreement”), is dated as of October 21, 2012, by and among Global Generations International Inc., a Delaware corporation (“Parent”) and the stockholders of Ancestry.com Inc. (the “Company”) listed on the signature pages hereto (each, a “Stockholder” and collectively, the “Stockholders”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement as of the date hereof.
Amendment No. 1 to Offer LetterOffer Letter • May 3rd, 2011 • Ancestry.com Inc. • Services-computer processing & data preparation
This Amendment No. 1 dated April 22, 2011, to the Offer Letter dated July 22, 2010 (the “Offer Letter”), is made by and between Ancestry.com Inc. and Joshua Hanna.
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • August 2nd, 2011 • Ancestry.com Inc. • Services-computer processing & data preparation • New York
THIS SECOND AMENDMENT TO CREDIT AGREEMENT dated as of June 10, 2011 (the “Agreement”) is entered into among Ancestry.com Operations Inc., a Delaware corporation (the “Borrower”), the Guarantors, the Lenders party hereto and Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer. All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Credit Agreement (as defined below).
PARENT FEE FUNDING AGREEMENTParent Fee Funding Agreement • October 30th, 2012 • Ancestry.com Inc. • Services-computer processing & data preparation • New York
This Parent Fee Funding Agreement, dated as of October 21, 2012 (this “Agreement”), is by and among Permira IV Continuing L.P.1, Permira IV Continuing L.P.2, Permira Investments Limited and P4 Co-Investment L.P. (each a “Funding Party” and, collectively, the “Funding Parties”), Global Generations International Inc., a Delaware corporation (“Parent”) and Ancestry.com Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein have the meanings ascribed to them in the Merger Agreement (defined below).
STOCKHOLDERS AGREEMENTStockholders Agreement • September 15th, 2009 • Ancestry.com Inc. • Services-computer processing & data preparation • Delaware
THIS STOCKHOLDERS AGREEMENT (this “Agreement”) is made and entered into as of December 5, 2007 (the “Effective Date”), by and among Generations Holding, Inc., a Delaware corporation (the “Company”), each of the Persons listed on Schedule I attached hereto (the “Spectrum Group Stockholders”), each of the Persons listed on Schedule II attached hereto or who otherwise agree to be bound by the provisions hereof as an Other Stockholder by executing a joinder agreement (each such Person an “Other Stockholder” and collectively, the “Other Stockholders”), and each of the Persons listed on Schedule III attached hereto or who otherwise agree to be bound by the provisions hereof as a Management Stockholder by executing a joinder agreement (each such Person a “Management Stockholder” and collectively, the “Management Stockholders”) (the Spectrum Group Stockholders, the Other Stockholders and the Management Stockholders are collectively referred to herein as the “Stockholders,” and each as a “Stock
ASSET PURCHASE AGREEMENT between ANCESTRY.COM OPERATIONS INC., as the Buyer and INFLECTION LLC, as the Seller Dated as of April 25, 2012Asset Purchase Agreement • April 30th, 2012 • Ancestry.com Inc. • Services-computer processing & data preparation • Delaware
ASSET PURCHASE AGREEMENT, dated as of April 25, 2012 (this “Agreement”), between Ancestry.com Operations Inc., a Delaware corporation (the “Buyer”), and Inflection LLC, a Nevada limited liability company (the “Seller”).
MYFAMILY.COM, INC. EXECUTIVE STOCK PLAN STOCK OPTION AGREEMENTStock Plan • September 15th, 2009 • Ancestry.com Inc. • Services-computer processing & data preparation • Delaware
Unless otherwise defined herein, the terms defined in the Executive Stock Plan (the “Plan”) shall have the same defined meanings in this Stock Option Agreement (this “Option Agreement”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 15th, 2009 • Ancestry.com Inc. • Services-computer processing & data preparation • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of December 5, 2007 (the “Effective Date”), by and among Generations Holding, Inc., a Delaware corporation (the “Company”), each of the Persons listed on Schedule I attached hereto (the “Spectrum Group Stockholders”), and each of the Persons listed on Schedule II attached hereto (each such Person, an “Other Stockholder” and collectively, the “Other Stockholders”). The Spectrum Group Stockholders and the Other Stockholders are collectively referred to herein as the “Stockholders,” and each as a “Stockholder”. Unless otherwise indicated herein, capitalized terms used herein are defined in paragraph 9 hereof.
STOCK OPTION AGREEMENTStock Option Agreement • September 15th, 2009 • Ancestry.com Inc. • Services-computer processing & data preparation • Delaware
THIS STOCK OPTION AGREEMENT (this “Agreement”) is made and entered into as of ______, 2008, between Generations Holding, Inc., a Delaware corporation (the “Company”), and __________(“Employee”).
STOCK OPTION AGREEMENT FOR NON–U.S. EMPLOYEESStock Option Agreement for Non • September 15th, 2009 • Ancestry.com Inc. • Services-computer processing & data preparation • Delaware
THIS STOCK OPTION AGREEMENT (this “Agreement”) is made and entered into as of ______, 2008, between Generations Holding, Inc., a Delaware corporation (the “Company”), and _________(“Employee”).
Global Generations International Inc. c/o Permira Advisers LLC Menlo Park, CA 94025 Attention: Brian Ruder Ladies and Gentlemen:Ancestry.com Inc. • October 30th, 2012 • Services-computer processing & data preparation • New York
This letter agreement sets forth the commitment of Permira IV Continuing L.P.1, Permira IV Continuing L.P.2, Permira Investments Limited and P4 Co-Investment L.P (each, an “Investor” and collectively, the “Investors”), subject to the terms and conditions contained herein, to purchase, or cause the purchase of, shares of common stock of Global Generations International Inc., a Delaware corporation (“Parent”). It is contemplated that, (i) pursuant to that certain Agreement and Plan of Merger (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among Parent, Global Generations Merger Sub Inc. a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Ancestry.com Inc., a Delaware corporation (the “Company”), Merger Sub will merge with and into the Company with the Company surviving the merger as a wholly owned subsidiary of Parent (the “Merger”) and (ii) in connection with the transactions contemplated by the
Amendment No. 2 to Offer LetterAncestry.com Inc. • May 3rd, 2011 • Services-computer processing & data preparation
This Amendment No. 2 dated April 26, 2011, to the Offer Letter dated March 30, 2010 (the “Offer Letter”), as previously amended by Amendment No. 1 dated July 22, 2010, is made by and between Ancestry.com Inc. and Eric Shoup.
INTERIM INVESTORS AGREEMENTInterim Investors Agreement • October 30th, 2012 • Ancestry.com Inc. • Services-computer processing & data preparation • Delaware
THIS INTERIM INVESTORS AGREEMENT (this “Agreement”) is dated as of October 21, 2012, by and among certain funds advised by Permira Advisers LLC, whose names appears on Schedule I hereto under the heading “Permira Funds” (the “Permira Funds”), certain funds managed by Spectrum, whose names appears on Schedule I hereto under the heading “Spectrum” (“Spectrum”), investors selected by the Permira Funds whose names appear on Schedule I hereto under the heading “AlpInvest” (“AlpInvest”), an investor selected by the Permira Funds whose name appears on Schedule I hereto under the heading “GIC” (“GIC”, together with AlpInvest, the “Co-Investors”), a management investor selected by the Permira Funds whose name appears on Schedule I hereto under the heading “Mgt Investor” (“Mgt Investor” and together with the Co-Investors and any other party joining this Agreement after the date hereof, the “Other Investors”, and collectively with the Permira Funds and Spectrum, the “Investors”) and Global Genera
CREDIT AND GUARANTY AGREEMENT Dated as of December 5, 2007 by and among THE GENERATIONS NETWORK, INC. (as borrower from and after merger with HALEY ACQUISITION CORPORATION), HALEY ACQUISITION CORPORATION (as borrower prior to merger with and into THE...Credit and Guaranty Agreement • September 15th, 2009 • Ancestry.com Inc. • Services-computer processing & data preparation • New York
This CREDIT AND GUARANTY AGREEMENT is entered into as of December 5, 2007 among THE GENERATIONS NETWORK, INC., a Delaware corporation, as borrower upon and at all times after giving effect to the Target Acquisition, HALEY ACQUISITION CORPORATION, a Delaware corporation (the “Merger Subsidiary”), as borrower prior to giving effect to the Target Acquisition, the Guarantors (as hereinafter defined) from time to time party hereto, the Lenders (as hereinafter defined) from time to time party hereto, and CIT LENDING SERVICES CORPORATION, as Administrative Agent, BANK OF MONTREAL, CHICAGO BRANCH, as Syndication Agent, DEUTSCHE BANK TRUST COMPANY AMERICAS, as Documentation Agent and CHURCHILL FINANCIAL LLC, as Co-Documentation Agent, ZIONS FIRST NATIONAL BANK, as L/C Issuer and Swingline Lender, BMO CAPITAL MARKETS, DEUTSCHE BANK TRUST COMPANY AMERICAS and CIT CAPITAL SECURITIES, LLC, as Co-Lead Arrangers, and BMO CAPITAL MARKETS and CIT CAPITAL SECURITIES, LLC, as Co-Book Runners.
MYFAMILY.COM, INC.2004 Stock Plan • September 15th, 2009 • Ancestry.com Inc. • Services-computer processing & data preparation • Delaware
Unless otherwise defined herein, the terms defined in the 2004 Stock Plan shall have the same defined meanings in this Stock Option Agreement.
STOCK OPTION AGREEMENTStock Option Agreement • November 2nd, 2009 • Ancestry.com Inc. • Services-computer processing & data preparation • Delaware
THIS STOCK OPTION AGREEMENT (this “Agreement”) is made and entered into as of , between Ancestry.com Inc., a Delaware corporation (the “Company”), and (“Director”).
JOINDER AGREEMENTJoinder Agreement • August 2nd, 2011 • Ancestry.com Inc. • Services-computer processing & data preparation • New York
THIS JOINDER AGREEMENT (the “Agreement”) dated as of April 28, 2011 is by and between Ancestry.com DNA, LLC, a Delaware limited liability company (the “New Subsidiary”), and Bank of America, N.A., in its capacity as Administrative Agent under that certain Credit Agreement dated as of September 9, 2010 (as amended, modified, supplemented or extended from time to time, the “Credit Agreement”) among Ancestry.com Operations Inc., a Delaware corporation (the “Borrower”), the Guarantors, the Lenders from time to time party thereto and Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.
ASSIGNMENT AGREEMENTAssignment Agreement • October 30th, 2012 • Ancestry.com Inc. • Services-computer processing & data preparation • New York
This ASSIGNMENT AGREEMENT (this “Agreement”) is entered into as of October 22, 2012, by and among Permira IV Continuing L.P.1 (“LP1 Assignor”), Permira IV Continuing L.P.2 (“LP2”), Permira Investments Limited (“PIL”) and P4 Co-Investment L.P. (“P4” and together with LP2 and PIL, the “LP2 Assignors” and together with LP1 Assignor, the “Assignors”), and Anvilux 1 S.à r.l. (“Anvilux 1”) and Anvilux 2 S.à r.l. (“Anvilux 2” and together with Anvilux, the “Assignees”).
FIRST AMENDMENT TO CREDIT AND GUARANTY AGREEMENTCredit and Guaranty Agreement • September 15th, 2009 • Ancestry.com Inc. • Services-computer processing & data preparation • New York
THIS FIRST AMENDMENT TO CREDIT AND GUARANTY AGREEMENT (this “Amendment”) is made as of March 31, 2008, by and among THE GENERATIONS NETWORK, INC., a Delaware corporation (the “Borrower”); the “Lenders” under the Credit Agreement hereinafter described (collectively, the “Lenders” and each individually, a “Lender”); and CIT LENDING SERVICES CORPORATION, a Delaware corporation, as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the “Administrative Agent”).
AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 2nd, 2010 • Ancestry.com Inc. • Services-computer processing & data preparation • Delaware
This AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT (this “Amendment”) is made and entered into as of October 28, 2010 by and among Ancestry.com Inc., a Delaware corporation formerly known as Generations Holding, Inc. (the “Company”) and Spectrum Equity Investors V, L.P., Spectrum V Investment Managers’ Fund, L.P., Spectrum Equity Investors III, L.P., SEI III Entrepreneurs’ Fund, L.P. and Spectrum III Investment Managers’ Fund, L.P. (collectively with Spectrum Equity Investors V, L.P., Spectrum V Investment Managers’ Fund, L.P., Spectrum Equity Investors III, L.P. and SEI III Entrepreneurs’ Fund, L.P., the “Amending Stockholders”).
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • May 3rd, 2011 • Ancestry.com Inc. • Services-computer processing & data preparation • New York
THIS FIRST AMENDMENT TO CREDIT AGREEMENT dated as of April 8, 2011 (the “Agreement”) is entered into among Ancestry.com Operations Inc., a Delaware corporation (the “Borrower”), the Guarantors, the Lenders party hereto and Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer. All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Credit Agreement (as defined below).
ANCESTRY.COM INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • October 20th, 2009 • Ancestry.com Inc. • Services-computer processing & data preparation • Delaware
This Agreement (this “Agreement”) is entered into as of this ___day of 2009 by and between Ancestry.com Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
