REGISTRATION RIGHTS AGREEMENT by and among Global Generations Merger Sub Inc. Anvil US 1 LLC and Morgan Stanley & Co. LLC Barclays Capital Inc. Credit Suisse Securities (USA) LLC Deutsche Bank Securities Inc. RBC Capital Markets, LLC as...Registration Rights Agreement • June 6th, 2013 • Anvilire • Services-computer processing & data preparation • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 28, 2012, by and among Global Generations Merger Sub Inc., a Delaware corporation (“MergerCo” or the “Issuer”), Anvil US 1 LLC, a Delaware limited liability company and indirect parent of the Company (as defined below) (“Parent”), and Morgan Stanley & Co. LLC, Barclays Capital Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc. and RBC Capital Markets, LLC, as the representatives (the “Representatives”) of the initial purchasers (the “Initial Purchasers”) listed on Schedule I of the Purchase Agreement (as defined below). The Initial Purchasers have agreed, severally and not jointly, to purchase pursuant to the Purchase Agreement $300,000,000 aggregate principal amount of 11.00% Senior Notes due 2020 (the “Initial Notes”) issued by MergerCo pursuant to the Initial Indenture (as defined below).
AMENDMENT No. 1, dated as of May 15, 2013 (this “Amendment”), to the Credit and Guaranty Agreement dated as of December 28, 2012, among ANCESTRY.COM INC., a Delaware corporation (the “Borrower”), ANCESTRY.COM LLC (F/K/A ANVIL US I LLC), a Delaware...Credit and Guaranty Agreement • June 6th, 2013 • Anvilire • Services-computer processing & data preparation • New York
CREDIT AND GUARANTY AGREEMENT, dated as of December 28, 2012, among2012 (the “Original Credit Agreement” and as amended by Amendment No. 1 on May 15, 2013, this “Agreement”), among Ancestry.com LLC (f/k/a ANVIL US 1 LLC), a Delaware limited liability company (“Holdings”), Ancestry US Holdings Inc. (f/k/a Global Generations International Inc.), a Delaware corporation (“U.S. Holdings”), Ancestry.com Inc. (f/k/a Global Generations Merger Sub Inc.), a Delaware corporation (the “Borrower”), the Subsidiary Guarantors (this and each other capitalized term used herein without definition having the meaning assigned to such term in Section 1.1) from time to time party hereto, the several banks, financial institutions, institutional investors and other entities from time to time parties to this Agreement as lenders or holders of the Loans (the “Lenders”) and issuers of Letters of Credit and Barclays Bank PLC, as Administrative Agent.
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ANCESTRY.COM LLCLimited Liability Company Agreement • June 6th, 2013 • Anvilire • Services-computer processing & data preparation • Delaware
This Amended and Restated Limited Liability Company Agreement (this “Agreement”) of Ancestry.com LLC (the “Company”), dated as of May 10, 2013 is entered into by Ancelux 2 S.àr.l., a société à responsabilité limitée organized and existing under the laws of Grand Duchy of Luxembourg (the “Member”).
ANCELUX TOPCO S.C.A. INVESTOR INTEREST OPTION AGREEMENTInvestor Interest Option Agreement • June 6th, 2013 • Anvilire • Services-computer processing & data preparation
THIS AGREEMENT (the “Agreement”), effective as of the date of grant set forth on the signature page hereto (the “Date of Grant”), is between Ancelux Topco S.C.A., a Luxembourg société en commandite par action, governed by the laws of the Grand Duchy of Luxembourg, having its registered office at 282, route de Longwy, L-1940 Luxembourg, registered with the Luxembourg Register of Commerce and Companies under number B 174.036 and the individual whose name is set forth on the signature page hereto (the “Optionee”).
ANCESTRY IRELAND DNA LLC A Delaware Limited Liability Company LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • June 6th, 2013 • Anvilire • Services-computer processing & data preparation • Delaware
THIS LIMITED LIABILITY COMPANY AGREEMENT (the “Agreement”) is made effective as of the 1st day of April, 2013, by the party listed on the signature page hereof (the “Member”).
AMENDED AND RESTATED EMPLOYEE ROLLOVER RESTRICTED STOCK UNIT AGREEMENTEmployee Rollover Restricted Stock Unit Agreement • June 6th, 2013 • Anvilire • Services-computer processing & data preparation
THIS AMENDED AND RESTATED EMPLOYEE ROLLOVER RESTRICTED STOCK UNIT AGREEMENT (this “Rollover Agreement”), dated December 28, 2012, is by and among Ancelux Topco S.C.A., a société en commandite par actions, organized and existing under the laws of the Grand Duchy of Luxembourg (“NewCo”), Global Generations International Inc., a Delaware corporation (“US Holdco”) and the individual whose name is set forth on Appendix A hereto (the “Grantee”).
AMENDED AND RESTATED EMPLOYEE ROLLOVER STOCK OPTION AGREEMENTEmployee Rollover Stock Option Agreement • June 6th, 2013 • Anvilire • Services-computer processing & data preparation
THIS AMENDED AND RESTATED EMPLOYEE ROLLOVER STOCK OPTION AGREEMENT (this “Rollover Agreement”), dated December 28, 2012, is by and among Ancelux Topco S.C.A., a société en commandite par actions, organized and existing under the laws of the Grand Duchy of Luxembourg (“Parent”), Global Generations International Inc., a Delaware corporation (“US Holdco”) and the individual whose name is set forth on Appendix A hereto (the “Optionee”).
TGN SERVICES, LLC A Delaware Limited Liability Company AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • June 6th, 2013 • Anvilire • Services-computer processing & data preparation • Delaware
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (the “Agreement”) is made effective as of the 16th day of September, 2011, by the party listed on the signature page hereof (the “Member”).
ANCELUX TOPCO S.CA. EQUITY INCENTIVE PLAN RESTRICTED SHARE UNIT AGREEMENTRestricted Share Unit Agreement • June 6th, 2013 • Anvilire • Services-computer processing & data preparation • Utah
THIS AGREEMENT (the “Agreement”), effective as of the grant date set forth on the signature page hereto (the “Grant Date”), is between Ancelux Topco S.C.A., a Luxembourg société en commandite par actions, governed by the laws of the Grand Duchy of Luxembourg having its registered office at 282, route de Longwy, L-1940 Luxembourg, registered with the Luxembourg Register of Commerce and Companies under number B 174.036 (the “Company”) and the individual whose name is set forth on Appendix A hereto (the “Participant”). The Company hereby grants to the Participant the number of restricted share units (the “RSUs”) set forth on Appendix A, upon the terms and subject to the conditions set forth in this Agreement and the Ancelux Topco S.C.A. Equity Incentive Plan (the “Plan”), each as amended from time to time. Capitalized terms not otherwise defined herein shall have the meaning set forth in the Plan.
December 28, 2012 Dear Howard:Offer Letter • June 6th, 2013 • Anvilire • Services-computer processing & data preparation • Utah
This offer letter (the “Agreement”) memorializes the terms pursuant to which you shall continue in your position as Chief Operating Officer and Chief Financial Officer for Ancestry.com Inc. (the “Company”) reporting to Tim Sullivan and based in our corporate office in Provo, Utah. This Agreement is effective as of, and subject to, the closing (the “Closing”) of the transactions contemplated by that certain Agreement and Plan of Merger (the “Merger Agreement”) by and among Global Generations International Inc., Global Generations Merger Sub Inc., and the Company, dated as of October 21, 2012. The elements of your remuneration package are as follows:
GLOBAL GENERATIONS MERGER SUB INC.Registration Rights Agreement • June 6th, 2013 • Anvilire • Services-computer processing & data preparation • New York
Reference is made to the Registration Rights Agreement dated as of December 28, 2012 (the “Registration Rights Agreement”), among Global Generations Merger Sub Inc. (the “Issuer”), Anvil US 1 LLC, and Morgan Stanley & Co. LLC, Barclays Capital Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc. and RBC Capital Markets, LLC, as the representatives (the “Representatives”) of the initial purchasers (the “Initial Purchasers”) listed on Schedule I of the Purchase Agreement (as defined below). Capitalized terms used in this Joinder Agreement without definition have the respective meanings given to them in the Registration Rights Agreement.
December 28, 2012 Dear Tim:Employment Agreement • June 6th, 2013 • Anvilire • Services-computer processing & data preparation • Utah
This offer letter (the “Agreement”) memorializes the terms pursuant to which you shall continue in your position as President and Chief Executive Officer for Ancestry.com Inc. (the “Company”) reporting to the board of directors (the “Board”) of Anvil US 1 LLC (the “LLC”) and based in our corporate office in Provo, Utah. This Agreement is effective as of, and subject to, the closing (the “Closing”) of the transactions contemplated by that certain Agreement and Plan of Merger (the “Merger Agreement”) by and among Global Generations International Inc., Global Generations Merger Sub Inc., and the Company, dated as of October 21, 2012. The elements of your remuneration package are as follows:
EMPLOYEE ROLLOVER RESTRICTED STOCK UNIT AGREEMENTEmployee Rollover Restricted Stock Unit Agreement • June 6th, 2013 • Anvilire • Services-computer processing & data preparation
Global Generations International Inc., a Delaware corporation (“US Holdco”), Global Generations Merger Sub Inc., a Delaware corporation and a direct wholly-owned subsidiary of US Holdco (“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 direct and indirect Subsidiary of US Holdco and Ancelux Topco S.C.A., a societe en commandite par actions, organized and existing under the laws of the Grand Duchy of Luxembourg (“NewCo”), respectively. 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 (“NewCo RSUs”) with respect to a number of “Investor Interests” (as defined belo
LIMITED LIABILITY COMPANY AGREEMENT OF WE’RE RELATED, LLCLimited Liability Company Agreement • June 6th, 2013 • Anvilire • Services-computer processing & data preparation • Delaware
THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of We’re Related, LLC, a Delaware limited liability company (the “Company”), is entered into as of the 14th day of February, 2012, by and between the Company and FamilyLink.com, Inc., as the sole member of the Company (the “Member”).
TRANSACTION AND MONITORING FEE AGREEMENTTransaction and Monitoring Fee Agreement • June 6th, 2013 • Anvilire • Services-computer processing & data preparation • New York
THIS TRANSACTION AND MONITORING FEE AGREEMENT (this “Agreement”) is made as of December 28, 2012, by and among Ancestry.com Inc., a Delaware corporation (the “Company”), Permira IV Limited (“PIV Ltd.”), Permira Advisers LLC (“Permira Advisers” and together with Permira Limited, “Permira”) and Applegate & Collatos, Inc. (“Spectrum”). Certain capitalized terms used herein are defined in Section 10 below.
