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.
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).
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.
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).
Global Generations International Inc. c/o Permira Advisers LLC Menlo Park, CA 94025 Attention: Brian Ruder Ladies and Gentlemen:Investment Agreement • October 30th, 2012 • Ancestry.com Inc. • 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
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
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”).
Global Generations International Inc. c/o Permira Advisers LLC Menlo Park, CA 94025 Attention: Brian Ruder Ladies and Gentlemen:Letter Agreement • October 30th, 2012 • Ancestry.com Inc. • Services-computer processing & data preparation • New York
This letter agreement sets forth the commitment of AlpInvest Partners Co-Investments 2009 C.V. and AlpInvest Partners Co-Investments 2010 II C.V. (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 Merger and concu
Global Generations International Inc. c/o Permira Advisers LLC Menlo Park, CA 94025 Attention: Brian Ruder Ladies and Gentlemen:Letter Agreement • October 30th, 2012 • Ancestry.com Inc. • Services-computer processing & data preparation • New York
This letter agreement sets forth the commitment of Jasmine Ventures Pte Ltd (the “Investor”), 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 Merger and concurrently herewith, Parent, the Investor and each of the other parties providing the Other Equity Commitments (
